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Title: |
Registration Rights Agreement |
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Date: |
2001 |
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Preview shows 12KB of 83KB total |
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$53 |
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ID: |
#2124668 |
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REGISTRATION RIGHTS AGREEMENT
by and among
CHARLES E. BECKER,
MICHAEL E. McINERNEY,
JENS HOHNEL
and
THE JOAN INVESTORS
and
COLLINS & AIKMAN CORPORATION
------------------------------
Dated: July 3, 2001
------------------------------
================================================================================
{PAGE} 2
TABLE OF CONTENTS
ARTICLE I
PAGE
----
DEFINITIONS
1.1 Definitions........................................................... 2
ARTICLE II
GENERAL; SECURITIES SUBJECT TO THIS AGREEMENT
2.1 Grant of Rights....................................................... 5
2.2 Registrable Securities................................................ 5
2.3 Holders of Registrable Securities..................................... 6
ARTICLE III
DEMAND REGISTRATION
3.1 Request for Demand Registration....................................... 6
3.2 Incidental or "Piggy-Back" Rights with Respect to a
Demand Registration................................................ 7
3.3 Effective Demand Registration......................................... 8
3.4 Expenses.............................................................. 9
3.5 Underwriting Procedures............................................... 9
3.6 Selection of Underwriters............................................. 10
3.7 Company Preemption Right; Other Registration Rights Agreement......... 10
ARTICLE IV
INCIDENTAL OR "PIGGY-BACK" REGISTRATION
4.1 Request for Incidental Registration................................... 10
4.2 Expenses.............................................................. 11
ARTICLE V
HOLDBACK AGREEMENTS
5.1 Restrictions on Public Sale by Designated Holders..................... 12
-i-
{PAGE} 3
PAGE
----
5.2 Restrictions on Public Sale by the Company............................ 12
ARTICLE VI
REGISTRATION PROCEDURES
6.1 Obligations of the Company............................................ 13
6.2 Seller Information.................................................... 16
6.3 Notice to Discontinue................................................. 17
6.4 Registration Expenses................................................. 17
ARTICLE VII
INDEMNIFICATION; CONTRIBUTION
7.1 Indemnification by the Company........................................ 18
7.2 Indemnification by Designated Holders................................. 18
7.3 Conduct of Indemnification Proceedings................................ 19
7.4 Contribution.......................................................... 20
ARTICLE VIII
COVENANTS
8.1 Rule 144.............................................................. 20
8.2 Wasserstein and Blackstone Priority of Sale........................... 21
ARTICLE IX
MISCELLANEOUS
9.1 Recapitalizations, Exchanges, etc..................................... 21
9.2 No Inconsistent Agreements; Timing of Demand Notices.................. 21
9.3 Remedies.............................................................. 22
9.4 Notices............................................................... 22
9.5 Successors and Assigns; Third Party Beneficiaries..................... 23
9.6 Amendments and Waivers................................................ 24
9.7 Counterparts.......................................................... 24
9.8 Headings.............................................................. 24
9.9 GOVERNING LAW......................................................... 24
9.10 Severability.......................................................... 25
9.11 Rules of Construction................................................. 25
-ii-
{PAGE} 4
PAGE
----
9.12 Entire Agreement...................................................... 25
9.13 Further Assurances.................................................... 25
9.14 Other Agreements...................................................... 25
-iii-
{PAGE} 5
REGISTRATION RIGHTS AGREEMENT
REGISTRATION RIGHTS AGREEMENT, dated July 3, 2001, by and among
Collins & Aikman Corporation, a Delaware corporation (the "COMPANY"), Charles E.
Becker, Michael E. McInerney and Jens Hohnel (the "BECKER INVESTORS") and the
Joan Investors (as defined below), if any, added as parties hereto.
WHEREAS, pursuant to an Agreement and Plan of Merger, dated May 14,
2001 (the "MERGER AGREEMENT"), by and among the Company, Collins & Aikman
Products Co. and the Becker Investors, the Becker Investors will receive (x) an
aggregate of 17,000,000 shares of common stock, par value $0.01 per share (the
"COMMON STOCK"), of the Company and (y) warrants to purchase an aggregate of
500,000 shares (the "WARRANT SHARES") of Common Stock;
WHEREAS, concurrently herewith, the Company and the Becker Investors
are entering into the Stockholders Agreement (as hereinafter defined), pursuant
to which the parties thereto have agreed to, among other things, certain first
offer and tag-along rights;
WHEREAS, in order to induce each of the Becker Investors to purchase
its shares of Common Stock as provided in the Merger Agreement, the Company has
agreed to grant registration rights with respect to the Registrable Securities
(as hereinafter defined) as set forth in this Agreement; and
WHEREAS, the acquisition of Joan Automotive Industries, Inc. is under
consideration and remains subject to the negotiation of terms and definitive
documentation at the time that the Merger Agreement has been signed, and the
Becker Investors and the Company intend that, to the extent shares of Common
Stock are issued in connection with such acquisition, the recipients (the "JOAN
INVESTORS") of such shares receive the rights provided herein pursuant to the
same documentation to the extent agreed to by the Joan Investors by executing
the signature pages hereto (the "JOAN TRANSACTION").
NOW, THEREFORE, in consideration of the mutual covenants and
agreements set forth herein and for good and valuable consideration, the receipt
and adequacy of which are hereby acknowledged, the parties hereto agree as
follows:
{PAGE} 6
-2-
ARTICLE I
DEFINITIONS
1.1 DEFINITIONS. As used in this Agreement, and unless the context
requires a different meaning, the following terms have the meanings indicated:
"AFFILIATE" has the meaning specified in the Stockholders Agreement;
PROVIDED that, for purposes of Section 5.1 hereof, a Person shall not be deemed
to be an Affiliate of a Designated Holder merely due to the fact that such
Designated Holder is a member of the board of directors or similar governing
body of the aforementioned Person.
"AGREEMENT" means this Agreement as the same may be amended,
supplemented or modified in accordance with the terms hereof.
"APPROVED UNDERWRITER" has the meaning set forth in Section 3.6.
"BECKER INVESTORS" has the meaning set forth in the preamble to this
Agreement.
"BECKER STOCKHOLDERS" means the Becker Investors and their Direct
Permitted Transferees to whom Registrable Securities are transferred in
accordance with Section 2.2 of the Stockholders Agreement and Section 9.5 of
this Agreement.
"BOARD OF DIRECTORS" means the Board of Directors of the Company.
"BUSINESS DAY" means any day other than a Saturday, Sunday or other
day on which commercial banks in the State of New York are authorized or
required by law or executive order to close.
"COMMISSION" means the Securities and Exchange Commission or any
similar agency then having jurisdiction to enforce the Securities Act.
"COMMON STOCK" has the meaning set forth in the preamble to this
Agreement or any other capital stock of the Company into which such stock is
reclassified or reconstituted and any other common stock of the Company.
"COMPANY" has the meaning set forth in the preamble to this Agreement
and shall mean any successor thereto that has issued common stock in exchange
for any Common Stock in connection with any merger or consolidation in which
Common Stock of the Company is converted or exchanged, in whole or in part, into
such common stock.
{PAGE} 7
-3-
"COMPANY OFFERING" has the meaning set forth in Section 4.1.
"COMPANY UNDERWRITER" has the meaning set forth in Section 4.1.
"DAY" means any calendar day.
"DEMAND REGISTRATION" has the meaning set forth in Section 3.1.
"DESIGNATED HOLDER" means each of the Becker Stockholders and the Joan
Stockholders and any transferee of any of them to whom Registrable Securities
have been transferred in accordance with Section 9.5, other than a transferee to
whom Registrable Securities have been transferred pursuant to a Registration
Statement under the Securities Act or Rule 144 under the Securities Act (or any
successor rule thereto).
"DIRECT PERMITTED TRANSFEREE" has the meaning ascribed to such term in
the Stockholders Agreement.
"EXCHANGE ACT" means the United States Securities Exchange Act of
1934, as amended, and the rules and regulations of the Commission thereunder.
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