EXHIBIT 10.1
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REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (this "Agreement") is entered
into as of this 19th day of February, 1999 by and among ABC Rail
Products Corporation, a Delaware corporation ("ABC") and the
stockholders listed on the signature page of this Agreement (each, a
"Stockholder" and collectively, the "Stockholders").
WHEREAS, ABC is a party to an Agreement and Plan of Merger with
NACO, Inc., a Delaware corporation ("NACO"), and ABCR Acquisition Sub,
Inc., a Delaware corporation and wholly owned subsidiary of ABC
("Merger Subsidiary") dated as of September 17, 1998 and amended and
restated as of December 10, 1998, as further amended as of
February 16, 1999 (the "Merger Agreement");
WHEREAS, pursuant to the merger (the "Merger") contemplated by
the Merger Agreement all issued and outstanding shares of common
stock, par value $.01 per share, of NACO ("NACO Common Stock"),
including shares beneficially owned by the Stockholders, will be
converted at the Effective Time of the Merger into shares of common
stock, par value $0.01 per share, of ABC ("ABC Common Stock");
WHEREAS, the parties hereto desire to make provisions for the
registration of possible resales of ABC Common Stock beneficially
owned immediately after the Merger by the Stockholders who otherwise
are restricted by Rule 144 under the Act in their resales of ABC
Common Stock; and
WHEREAS, the undertakings and agreements of ABC contained herein
are a material inducement to the Stockholders to consummate and effect
the transactions contemplated by the Merger Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
(a) DEFINITIONS. For purposes of this Agreement:
(i) The term "Act" means the Securities Act of 1933, as
heretofore or hereafter amended;
(ii) The terms "register," "registered," and "registration"
refer to a registration effected by preparing and filing a
registration statement or similar document in compliance with the
Act, and the declaration or ordering of effectiveness of such
registration statement or document;
(iii) The term "Registrable Securities" means the shares
of ABC Common Stock beneficially owned by the Stockholders
immediately after the Merger, and any securities paid, issued or
distributed in respect of such shares by way of stock dividend or
distribution or stock split or in connection with a combination
of shares, recapitalization, reorganization, merger,
consolidation or otherwise.
(iv) The term "Sellers" means the Stockholders who elect to
join in a registration effected pursuant to this Agreement; and
(v) All other capitalized terms not defined herein shall
have the meanings assigned to them in the Merger Agreement.
(b) DEMAND RIGHTS.
(i) If ABC shall receive at any time after 180 days after
the Effective Time of the Merger, a written request from
Stockholders beneficially owning at least two percent (2%) of the
then outstanding shares of ABC Common Stock that ABC file a
registration statement under the Act for a public offering of all
or a part of the Registrable Securities (which written request
shall specify the aggregate number of shares of Registrable
Securities requested to be registered), then ABC shall effect
such registration of Registrable Securities in accordance with
this Agreement; provided, however, that ABC shall not be required
to take any action pursuant to this Paragraph (b) unless the
requested registration relates to at least 360,000 shares of
Registrable Securities.
(ii) If the Sellers intend to distribute the Registrable
Securities covered by their request by means of an underwriting,
they shall so advise ABC as a part of the request made pursuant
to the foregoing Subparagraph (b)(i), in which event the managing
underwriter shall be selected by ABC with the prior written
consent of the Sellers holding a majority in number of the
Registrable Securities covered by the registration request.
(iii) ABC may postpone a registration requested pursuant to
Subparagraph (b)(i) for a period not to exceed 90 days if, at the
time ABC receives a registration request pursuant to Subparagraph
(b)(i), ABC is engaged in confidential negotiations or other
confidential business activities (a "Confidential Transaction"),
the disclosure of which, based upon the written advice of outside
counsel, would be required in the registration statement, and the
Board of Directors of ABC determines in good faith that such
disclosure would be materially detrimental to ABC and its
stockholders or would have a material adverse effect on the
Confidential Transaction.
(iv) (a) ABC will not include in any demand registration
pursuant to this Paragraph (b) any securities which are not
Registrable Securities without the prior written consent of the
Sellers holding a majority in number of the Registrable
Securities covered by the registration request, subject to ABC's
obligations existing at the date hereof to register additional
shares of ABC Common Stock as set forth on Exhibit A hereto.
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(b) If a demand registration pursuant to this
Paragraph (b) is an underwritten offering and the managing
underwriter advises ABC in writing that in its opinion the number
of Registrable Securities requested to be included in such
offering and, if permitted, the number of securities which are
not Registrable Securities requested to be included in such
offering exceed the number of securities which can be sold in an
orderly manner in such offering within a price range acceptable
to the Sellers holding a majority in number of Registrable
Securities covered by the registration request, ABC will include
in such registration, FIRST, prior to the inclusion of any
securities which are not Registrable Securities, the number of
Registrable Securities requested to be included which in the
opinion of such underwriter can be sold in an orderly manner
within the price range of such offering, pro rata (as nearly as
practicable) among the Sellers on the basis of the number of
Registrable Securities proposed to be sold by each such Seller;
and SECOND, the number of securities which are not Registrable
Securities requested to be included which in the opinion of such
underwriter can be sold in an orderly manner within the price
range of such offering, pro rata (as nearly as practicable) among
the holders of such securities on the basis of the number of
securities proposed to be sold by each such holder.
(v) Upon the closing of a demand registration pursuant to
this Paragraph (b), each Seller agrees not to effect any public
sale or distribution of equity securities, or any securities
convertible into or exchangeable or exercisable for such
securities, of ABC for a period of at least 90 days after such
closing.
(vi) ABC agrees:
(a) not to effect any public sale or distribution of
its equity securities, or any securities convertible into or
exchangeable or exercisable for such securities, during the
25-day period prior to and during the 90-day period
beginning on the effective date of any underwritten
registration under this Paragraph (b) (except pursuant to
(i) registrations on Form S-8 or any successor form, and
(ii) registrations on a form which does not include
substantially the same information as would be required to
be included in a registration statement covering the sale of
the Registrable Securities or which does not permit the
inclusion of shares of persons other than ABC) unless the
underwriters managing the registered public offering
otherwise agree, and
(b) after the date hereof not to grant, directly or
indirectly, any other persons the right to request ABC to
register any equity securities of ABC in excess of the
number of shares equal to four percent (4%) of the then
outstanding shares of ABC Common Stock.
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(c) PIGGYBACK RIGHTS. If ABC proposes to register shares of its
Common Stock for a public offering (including an offering by stock-
holders other than the Sellers but excluding an offering to employees
on Form S-8 or any other offering on a form which does not include
substantially the same information as would be required to be included
in a registration statement covering the sale of the Registrable
Securities or which does not permit the inclusion of shares of persons
other than ABC), ABC shall promptly give the Stockholders written
notice of such proposed registration. Upon the written request of any
Stockholder given within 20 days after mailing of such notice by ABC,
ABC shall, subject to the provisions of Paragraph (g) hereof, use its
reasonable best efforts to register under the Act all of the Registra-
ble Securities that any Stockholder has requested to have included.
The Sellers' participation in a registration pursuant to this
Paragraph (c) shall be conditioned upon the Sellers' complete and full
cooperation on a timely basis with all requirements reasonably
established by ABC and/or the managing underwriter in the course of
such registration.
(d) OBLIGATIONS OF ABC. Whenever required under this Agreement
to effect the registration of any Registrable Securities, ABC shall,
as expeditiously as possible:
(i) Prepare and file with the Securities and Exchange
Commission (the "SEC") (or any successor agency) a registration
statement with respect to such Registrable Securities (provided
that before filing a registration statement or prospectus or any
amendments or supplements thereto, ABC will furnish on a timely
basis to the counsel selected by Sellers copies of all such
documents required to be filed, which documents in the case of a
registration under Paragraph (b) will be subject to review by
such counsel), and use its reasonable best efforts to cause such
registration statement to become effective, and, upon the request
of the Sellers, use its reasonable best efforts to keep such
registration statement effective for up to 120 days;
(ii) Prepare and file with the SEC such supplements and
amendments 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 Act with respect
to the disposition of all securities covered by such registration
statement during an effective period, if requested by the Sell-
ers, of not to exceed 120 continuous days;
(iii) Furnish to the Sellers such numbers of copies of the
prospectus, including a preliminary prospectus in conformity with
the requirements of the Act, and such other documents as the
Sellers may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them;
(iv) Use its reasonable best efforts to expeditiously
register or qualify the Registrable Securities under such securi-
ties or Blue Sky laws of such jurisdictions within the United
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States as shall be appropriate or reasonably requested by the
Sellers;
(v) In the case of a registration under Paragraph (b),
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 shares of Registrable Securities
being sold or the underwriters, if any, reasonably request in
order to expedite or facilitate the disposition of such
Registrable Securities, including, without limitation:
(a) making such representations and warranties to the
underwriters in form, substance and scope, reasonably
satisfactory to the managing underwriter, as are customarily
made by issuers to underwriters in underwritten secondary
offerings;
(b) obtaining opinions and updates thereof of counsel,
which counsel and opinions to ABC (in form, scope and
substance) shall be reasonably satisfactory to the managing
underwriter, addressed to the managing underwriter covering
the matters customarily covered in opinions requested in
underwritten secondary offerings and such other matters as
may be reasonably requested by the managing underwriter;
(c) causing the underwriting agreements to set forth
in full the indemnification provisions and procedures of
Paragraph (j) below (or such other substantially similar
provisions and procedures as the managing underwriter shall
reasonably request) with respect to all parties to be
indemnified pursuant to said Paragraph (j); and
(d) delivering such documents and certificates as may
be reasonably requested by the Sellers to evidence
compliance with the provisions of this Subparagraph (d)(v)
and with any customary conditions contained in the under-
writing agreement or other agreement entered into by ABC;
and
(vi) Promptly notify each Seller at any time when a
prospectus relating thereto is required to be delivered under the
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 material fact
necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading, and,
at the request of any such Seller, ABC will promptly prepare and
furnish such Seller 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 necessary to make the statements therein, in the light of
the circumstances under which they were made, not misleading.
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(e) SELLER INFORMATION. It shall be a condition precedent to
the obligations of ABC to take any action pursuant to this Agreement
that the Sellers shall furnish to ABC such information regarding
themselves, the Registrable Securities held by them, and the intended
method of disposition of such securities as shall be required to
effect the registration of their Registrable Securities.
(f) EXPENSES. ABC shall pay all fees and expenses incurred in
connection with any registration pursuant to this Agreement, in-
cluding, without limitation, all registration, filing and qualifica-
tion fees and expenses, accounting fees, fees and disbursements of
counsel for ABC, printing fees, listing fees, miscellaneous travel
and other out-of-pocket expenditures incurred by ABC. Sellers shall
pay all fees and disbursements of counsel for Sellers and all
underwriting discounts and all commissions or brokerage fees
applicable to the Registrable Securities sold by them and all
miscellaneous travel and other out-of-pocket expenditures incurred by
them.
(g) UNDERWRITING REQUIREMENTS. In connection with any offering
involving an underwriting of shares, ABC shall not be required under
Paragraph (c) to include any of the Registrable Securities in such
underwriting unless Sellers accept the terms of the underwriting as
agreed upon between ABC and the underwriters selected by it, and then
only in such quantity as will not, in the opinion of the underwriters,
jeopardize the success of the offering by ABC. If the total number of
Registrable Securities that Sellers request be included in such offer-
ing exceeds (when combined with the securities being offered by ABC
and any other selling stockholders having rights to participate in
such offering) the number of securities that the underwriters reason-
ably believe compatible with the success of the offering by ABC, then
ABC shall be required to include in the offering only that number of
securities, including Registrable Securities, which the underwriters
believe will not jeopardize the success of the offering by ABC, the
securities so included to be allocated pro rata (as nearly as
practicable) among the Sellers and other selling stockholders on the
basis of the number of securities proposed to be sold by each.
(h) SUCCESSORS AND ASSIGNS. The registration rights provided by
this Agreement shall be binding upon and inure to the benefit of ABC
(and its successors and assigns), and the Stockholders (and any
affiliates thereof to whom the Registrable Securities are transferred,
sold or disposed). Except as expressly stated in the foregoing
sentence, the registration rights provided by this Agreement may not
be assigned by the Stockholders without the prior written consent of
ABC.
(i) LIMITS ON RIGHTS. The right of the Stockholders to require
a registration pursuant to Paragraph (b) shall be limited to two
registrations. Participation in a registration pursuant to Paragraph
(c) shall be limited, as to any Stockholder, to a single registration
and any Stockholder participating in a registration pursuant to
Paragraph (c) shall have no right to participate in any further
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registration pursuant thereto unless such Stockholder was not allowed
to register at least seventy-five percent (75%) of the Registrable
Securities requested for inclusion in such registration due to the
operation of Paragraph (g) above. The failure of the Sellers to sell
all of the Registrable Securities offered in a registration effected
pursuant to Paragraph (b) shall not entitle any of the Sellers to
require or participate in any further registration under Paragraph (b)
of ABC securities.
(j) INDEMNIFICATION.
(i) ABC agrees to indemnify, to the extent permitted by
law, each holder of Registrable Securities, its officers,
directors, stockholders, partners and employees and each person
who controls (within the meaning of the Act) such holder against
all losses, claims, damages, liabilities and expenses whatsoever,
as incurred, and reasonable fees and expenses of counsel incurred
in investigating, preparing or defending against, or aggregate
amounts paid in settlement of any litigation, action,
investigation or proceeding by any governmental agency or body,
commenced or threatened, in each case whether or not a party, or
any claim whatsoever based upon, caused by or arising out of 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,
except insofar as the same are caused by or contained in any
information furnished in writing to ABC by such holder expressly
for use therein or by such holder's failure to deliver a copy of
the registration statement or prospectus or any amendments or
supplements thereto after ABC has furnished such holder with a
sufficient number of copies of the same. In connection with an
underwritten offering, ABC will indemnify such underwriters,
their officers and directors and each person who controls (within
the meaning of the Act) such underwriters to the same extent as
provided above with respect to the indemnification of the holders
of Registrable Securities.
(ii) In connection with any registration statement in which
a holder of Registrable Securities is participating, each such
holder will furnish to ABC in writing such information as ABC
reasonably requests for use in connection with any such
registration statement or prospectus and, to the extent permitted
by law, will indemnify ABC, its directors, stockholders,
employees and officers and each person who controls (within the
meaning of the Act) ABC against any losses, claims, damages,
liabilities and expenses whatsoever, as incurred, and reasonable
fees and expenses of counsel incurred in investigating, preparing
or defending against, or aggregate amounts paid in settlement of
any litigation, action, investigation or proceeding by any
governmental agency or body, commenced or threatened, in each
case whether or not a party, or any claim whatsoever based upon,
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caused by or arising out of any untrue or alleged untrue
statement of material fact contained in the 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 so furnished in writing by such holder expressly for
such purpose and is reasonably relied upon in conformity with
such written information.
(iii) Any person entitled to indemnification hereunder will
(a) give reasonably prompt written notice to the indemnifying
party of any claim with respect to which he or it seeks
indemnification and (b) 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 will not be subject to any liability for any settlement
made by the indemnified party without his or its consent (but
such consent will not be unreasonably withheld). An indemnifying
party who is not entitled to, or elects not to, assume the
defense of a claim will 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 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.
(iv) The indemnification provided for under this Agreement
will remain in full force and effect regardless of any
investigation made by or on behalf of the indemnified party or
any officer, director or controlling person of such indemnified
party and will survive the transfer of securities. ABC also
agrees to make such provisions, as are reasonably requested by
any indemnified party, for contribution to such party in the
event ABC's indemnification is unavailable for any reason. Such
right to contribution shall be in such proportion as is
appropriate to reflect the relative fault of and benefits to ABC
on the one hand and the Sellers on the other (in such proportions
that the Sellers are severally, not jointly, responsible for the
balance), in connection with the statements or omissions which
resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations.
The relative benefits to the indemnifying party and indemnified
parties shall be determined by reference to, among other things,
the total proceeds received by the indemnifying party and the
indemnified parties in connection with the offering to which
losses, claims, damages, liabilities or expense relate. The
relative fault of the indemnifying party and indemnified parties
shall be determined by reference to, among other things, whether
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the action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to
state a material fact, has been made by, or relates to
information supplied by, such indemnifying party or the
indemnified parties, and the parties' relative intent, knowledge,
access to information and opportunity to correct or prevent such
action.
The parties hereto agree that it would not be just or
equitable if contribution pursuant hereto 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 immediate preceding paragraph. No person found guilty of any
fraudulent misrepresentation (within the meaning of Section 11(f)
of the Act) shall be entitled to contribution from any person who
was not found guilty of such fraudulent misrepresentation.
Notwithstanding the provisions of this Subparagraph (j)(iv), no
Seller shall be required to contribute any amount in excess of
the net amount of proceeds received by such Seller from the sale
of Registrable Securities pursuant to the registration statement.
(k) ENTIRE AGREEMENT; MODIFICATION; AMENDMENT. This Agreement
constitutes the entire Agreement between the parties covering the
subject matter hereof and supersedes all prior agreements or
understandings whether written or oral. This Agreement may not be
modified or amended other than in a writing signed by ABC and
Stockholders holding a majority of the Registrable Securities.
(l) NO INCONSISTENT AGREEMENTS. ABC will not hereafter enter
into any agreement with respect to its securities which is
inconsistent with or violates the rights granted to the holders of
Registrable Securities in this Agreement.
(m) ADJUSTMENTS AFFECTING REGISTRABLE SECURITIES. ABC will not
take any action, or permit any change to occur, with respect to its
securities which would materially and adversely affect the ability of
the holders of Registrable Securities to include such Registrable
Securities in a registration undertaken pursuant to this Agreement
provided that this Paragraph (m) shall not apply to actions or changes
with respect to ABC's business, earnings, revenues, financial
conditions or prospects.
(n) TERMINATION. This Agreement, other than the provisions of
Paragraph (j) above, shall terminate on the sixth anniversary of the
date hereof; PROVIDED, HOWEVER, that such termination shall not be
effective until completion of any registration of Registrable
Securities requested prior to such sixth anniversary in accordance
with this Agreement; and PROVIDED FURTHER, that with respect to any
Stockholder, this Agreement shall terminate on the date on which such
Stockholder may sell Registrable Securities in accordance with Rule
145(d)(2) or (3) under the Act.
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(o) REMEDIES. Any person having rights under any provision of
this Agreement will 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 the
Agreement.
(p) 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 Agreement is
held to be prohibited by or invalid under applicable law, such
provisions will be ineffective only to the extent of such prohibition
or invalidity, without invalidating the remainder of this Agreement.
(q) DESCRIPTIVE HEADINGS. The descriptive headings of this
Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.
(r) GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware
applicable to contracts executed in and to be performed entirely
within the State, without regard to the conflicts of laws provision
thereof.
(s) NOTICES. All notices and other communications given or made
pursuant hereto shall be in writing and shall be deemed to have been
duly given or made as of the date of receipt and shall be delivered
personally or mailed by registered or certified mail (postage prepaid,
return receipt requested), sent by overnight courier or sent by
telecopy, to the Parties at the following addresses or telecopy
numbers (or at such other address or telecopy number for a Party as
shall be specified by like notice):
(a) If to ABC:
ABC Rail Products Corporation
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(b) If to a Stockholder, at the address
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IN WITNESS WHEREOF, this Agreement has been entered into by the
parties hereto as of the date first written above.
ABC RAIL PRODUCTS CORPORATION
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Name: ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Assistant Secretary
STOCKHOLDERS:
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