Exhibit 10.4


 


Execution Version


 




 





 


REGISTRATION RIGHTS AGREEMENT


 


by and among


 


TSG HOLDINGS CORP.,


 


BRUCKMANN, ROSSER, SHERRILL & CO. II, L.P.,


 


ING FURMAN SELZ INVESTORS III L.P.,


 


ING BARINGS GLOBAL LEVERAGED EQUITY PLAN LTD.,


 


ING BARINGS U.S. LEVERAGED EQUITY PLAN LLC,


 


and


 


THE OTHER INVESTORS NAMED HEREIN


 


 


Dated as of August 21, 2003


 




 





 

















 


TABLE
OF CONTENTS


 


 


	
  1.

  	
  DEFINITIONS.

  
	
   

  	
   

  
	
  2.

  	
  REGISTRABLE
  SECURITIES.

  
	
   

  	
   

  
	
  3.

  	
  INCIDENTAL
  REGISTRATION.

  
	
   

  	
   

  
	
  4.

  	
  DEMAND
  REGISTRATION.

  
	
   

  	
   

  
	
  5.

  	
  REGISTRATION
  PROCEDURES.

  
	
   

  	
   

  
	
  6.

  	
  INDEMNIFICATION.

  
	
   

  	
   

  
	
  7.

  	
  HOLD-BACK
  AGREEMENTS.

  
	
   

  	
   

  
	
  8.

  	
  UNDERWRITTEN REGISTRATION.

  
	
   

  	
   

  
	
  9.

  	
  MISCELLANEOUS.

  



 

















 


DEFINED TERMS


 


	
  Additional Party

  
	
  Affiliate

  
	
  Agreement

  
	
  BRS

  
	
  Commission

  
	
  Common Stock

  
	
  Company

  
	
  Damages

  
	
  Demand Registration

  
	
  Demand Registration
  Request

  
	
  Exchange Act

  
	
  Incidental Registration

  
	
  ING Barings Global

  
	
  ING Barings U.S.

  
	
  ING Furman Selz

  
	
  Inspector

  
	
  Inspectors

  
	
  Investor

  
	
  Investors

  
	
  Jefferies Funds

  
	
  Management Investors

  
	
  Notice

  
	
  Person

  
	
  Prospectus

  
	
  Public Offering

  
	
  Records

  
	
  Registrable Securities

  
	
  Registration Expenses

  
	
  Registration Statement

  
	
  S-3 Registration

  
	
  S-3 Registration Request

  
	
  Securities Act

  
	
  Securities Holders
  Agreement

  
	
  Securities Purchase
  Agreement

  
	
  Securities Purchase and
  Exchange Agreement

  
	
  Special Registration
  Statement

  
	
  Underwritten Offering

  
	
  Underwritten
  Registration

  



 


iii

















 


REGISTRATION RIGHTS AGREEMENT


 


THIS IS A REGISTRATION
RIGHTS AGREEMENT, dated as of August 21, 2003 (the “Agreement”), by and
among TSG Holdings Corp., a Delaware corporation (the “Company”),
Bruckmann, Rosser, Sherrill & Co. II, L.P., a Delaware limited partnership
(“BRS”), ING Furman Selz Investors III L.P., a Delaware limited
partnership (“ING Furman Selz”), ING Barings Global Leveraged Equity
Plan Ltd., a Bermuda corporation, (“ING Barings Global”), ING Barings
U.S. Leveraged Equity Plan LLC, a Delaware limited liability company (“ING
Barings U.S.” and, together with ING Furman Selz and ING Barings Global,
the “Jefferies Funds”), and the individuals designated as Management
Investors on the signature pages hereto (the “Management Investors”).  BRS, each of the Jefferies Funds and each of
the Management Investors are sometimes referred to herein individually as an “Investor”
and collectively as the “Investors.”  


 


In order to induce the
Investors to enter into the Securities Purchase Agreement and the Securities
Purchase and Exchange Agreement (each as defined below), the Company has agreed
to provide the registration rights set forth in this Agreement.


 


In consideration of the
mutual covenants contained herein and intending to be legally bound hereby, the
parties agree as follows:


 


1.           Definitions.


 


As used in this
Agreement, the following capitalized terms shall have the following meanings:


 


“Affiliate”has the
meaning set forth in Rule 12b-2 of the Rules promulgated under the Exchange
Act.


 


“Commission” means
the Securities and Exchange Commission.


 


“Common Stock”
means the Common Stock, par value $.001 per share, of the Company, as adjusted
for any stock dividend or distribution payable thereon or stock split, reverse
stock split, recapitalization, reclassification, reorganization, exchange,
subdivision or combination thereof.


 


“Demand Registration”
has the meaning set forth in Section 4(a) of this Agreement.


 


“Demand Registration
Request” has the meaning set forth in Section 4(a) of this Agreement.


 


“Exchange Act”
means the Securities Exchange Act of 1934, as amended from time to time.


 


“Person” means an
individual, partnership, limited liability company, corporation, trust or
unincorporated organization, or a government or agency or political subdivision
thereof or any other entity of any kind.


 

















 


“Prospectus” means
the prospectus included in any Registration Statement, as amended or
supplemented by any prospectus supplement with respect to the terms of the
offering of any portion of the Registrable Securities covered by such
Registration Statement and all other amendments and supplements to the
Prospectus, including post-effective amendments, and all material incorporated
by reference in such Prospectus.


 


“Public Offering”
means a successfully completed firm commitment underwritten public offering
pursuant to an effective registration statement under the Securities Act (other
than a Special Registration Statement) in respect of the offer and sale of
shares of Common Stock for the account of the Company resulting in aggregate
net proceeds to the Company and any stockholder selling shares of Common Stock
in such offering of not less than $50,000,000.


 


“Registration Expenses”
means the costs and expenses of all registrations and qualifications under the
Securities Act, and of all other actions the Company is required to take in
order to effect the registration of Registrable Securities under the Securities
Act pursuant to this Agreement (including all federal and state registration
and filing fees, printing expenses, fees and disbursements of counsel for the
Company and the fees and expenses of the Company’s independent public
accountants (including the expenses of any special audit and “cold comfort”
letters required by or incident to such registration)) other than the costs and
expenses of any Investors whose Registrable Securities are to be registered
pursuant to this Agreement comprising underwriters’ commissions, brokerage
fees, transfer taxes or the fees and expenses of any accountants or other representatives
retained by any Investor; provided, however, that the term
“Registration Expenses” shall include the fees and expenses of one counsel for
the holders of Registrable Securities designated by the holder of a majority of
Registrable Securities being registered, or proposed to be registered, in any
offering that is the subject of this Agreement.


 


“Registration
Statement” means any registration statement of the Company which covers any
of the Registrable Securities pursuant to the provisions of this Agreement,
including the Prospectus, amendments and supplements to such Registration
Statement, including post-effective amendments, all exhibits and all material
incorporated by reference in such Registration Statement.


 


“Registrable
Securities” has the meaning set forth in Section 2 of this Agreement.


 


“Securities Act”
means the Securities Act of 1933, as amended from time to time.


 


“Securities Holders
Agreement” means the Securities Holders Agreement, dated as of the date
hereof, among the Company and the Investors.


 


“Securities Purchase
Agreement” means the Securities Purchase Agreement, dated as of the date
hereof, among the Company, BRS and the Jefferies Funds.


 


“Securities Purchase
and Exchange Agreement” means the Securities Purchase and Exchange Agreement,
dated as of the date hereof, among the Company and the Management Investors.


 


2

















 


“Special Registration
Statement” means a registration statement on Form S-8 or S-4 or any similar
or successor form or any other registration statement relating to an exchange
offer or an offering of securities solely to the Company’s employees or
security holders or to security holders of a corporation or other entity being
acquired by, or merged with, the Company or used to offer or sell a combination
of debt and equity securities of the Company in which (i) not more than 10% of
the gross proceeds from such offering is attributable to the equity securities
and (ii) after giving effect to such offering, the Company does not have a
class of equity securities required to be registered under the Securities
Exchange Act of 1934, as amended.


 


“Underwritten
Registration” or “Underwritten Offering” means a registration in
which securities of the Company are sold to an underwriter for reoffering to
the public.


 


2.           Registrable Securities.  The securities entitled to the benefits of
this Agreement are the Registrable Securities. 
As used herein, “Registrable Securities” means the shares of
Common Stock owned by the Investors or their Affiliates that are issued and
outstanding on the date hereof and the shares of Common Stock that become
issued and outstanding after the date hereof that are owned by the Investors or
their Affiliates; provided, however, that any share of Common
Stock shall cease to be a Registrable Security when (a) it has been effectively
registered under the Securities Act and disposed of in accordance with the
registration statement covering such Common Stock; (b) it is distributed to the
public pursuant to Rule 144 (or any similar provisions then in force) under the
Securities Act; or (c) it has otherwise been transferred and a new certificate
or other evidence of ownership for such Common Stock not bearing or required to
bear a legend as set forth in Section 1.2 of the Securities Holders
Agreement (or other legend of similar import) and not subject to any stop
transfer order has been delivered by or on behalf of the Company and no other
restriction on transfer exists under the Securities Act.


 


3.           Incidental Registration.


 


(a)                 Right
to Include Common Stock.  If at any
time after the completion of the Company’s initial Public Offering the Company
at any time proposes to register any offer or sale of its Common Stock under
the Securities Act (other than on a Special Registration Statement, but
expressly including a Demand Registration pursuant to Section 4(a) hereof or an
S-3 Registration under Section 4(c) hereof), whether or not for sale for its
own account, it will give at least 30 days prior written notice (the “Notice”
(which request shall specify the aggregate number of the Registrable Securities
to be registered and will also specify the intended method of disposition
thereof) to all holders of Registrable Securities of its intention to file a
registration statement under the Securities Act and of such holders’ rights
under this Section 3.  Upon the
written request of any such holders of Registrable Securities made within 20
days of the date of the Notice, the Company will use its best efforts to effect
the registration under the Securities Act of the offer and sale of all
Registrable Securities which the Company has been so requested to register by
the holders thereof (an “Incidental Registration”), to the extent
required to permit the public disposition (in accordance with such intended
methods thereof) of the Registrable Securities subject to such requests; provided,
however, that (i) if, any time after giving written notice of its
intention to register the offer and sale of shares of Common Stock and prior to
the effective date of the registration statement filed in connection with such


 


3

















 


registration, the
Company shall determine for any reason not to register the Company’s Common
Stock, the Company shall give written notice of such determination to each
holder of Registrable Securities and, thereupon, shall be relieved of its
obligation to register any offer and sale of Registrable Securities in
connection with such registration (but not from its obligation to pay the
Registration Expenses in connection therewith); (ii) if a registration
undertaken pursuant to this Section 3 shall involve an Underwritten Offering,
any holder of Registrable Securities requesting to be included in such
registration may elect, in writing at least 20 days prior to the effective date
of the registration statement filed in connection with such registration, not
to register the offer and sale of such holder’s Registrable Securities in
connection with such registration; and (iii) if, at any time after the 180-day
or shorter period specified in Section 5(b), the sale of the securities has not
been completed, the Company may withdraw from the registration on a pro rata
basis (based on the number of Registrable Securities requested by each holder
of Registrable Securities to be subject to such registration) of the offer and
sale of the Registrable Securities of which the Company has been requested to
register and which have not been sold.


 


(b)                Priority
in Incidental Registrations.  If a
registration pursuant to Section 3(a) (other than a Demand Registration or S-3
Registration, it being understood the priority for such registrations is set
forth in Section 4(d)) involves an Underwritten Offering and the managing
underwriter or underwriters advise the Company in writing that, in its or their
opinion, the total number of shares of Common Stock to be included in such
registration, including the Registrable Securities requested to be included
pursuant to this Section 3, exceeds the maximum number of shares of Common
Stock specified by the managing underwriter or underwriters that may be
distributed without materially and adversely affecting the price, timing or
distribution of such shares of Common Stock, then the Company shall include in
such registration only such maximum number of Registrable Securities which, in
the reasonable opinion of such underwriter or underwriters, can be sold in the
following order of priority:  (i) first,
all of the shares of Common Stock that the Company proposes to sell for its own
account, if any, (ii) second, the Registrable Securities of BRS and the
Jefferies Funds, and (iii) third, the Registrable Securities of any of the
Management Investors and any other holder of Registrable Securities that are
requested to be included in such Incidental Registration.  To the extent that shares of Common Stock to
be included in the Incidental Registration must be allocated among the
holder(s) of Registrable Securities pursuant to clause (ii) or clause (iii)
above, such shares shall be allocated pro rata among the applicable holder(s)
of Registrable Securities based on the number of shares of Common Stock that
such holder(s) of Registrable Securities shall have requested to be included
therein.


 


(c)                Expenses.  The Company will pay all Registration
Expenses in connection with any registration of Registrable Securities
requested pursuant to this Section 3.


 


(d)                Liability
for Delay.  The Company shall not be
held responsible for any delay in the filing or processing of a registration
statement which includes any Registrable Securities due to requests by holders
of Registrable Securities pursuant to this Section 3 nor for any delay in
requesting the effectiveness of such registration statement.


 


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(e)                Participation
in Underwritten Registrations.  No
holder of Registrable Securities may participate in any Underwritten
Registration hereunder unless such holder (i) agrees to sell his, her or its
Common Stock on the basis provided in any underwriting arrangements approved by
the persons who have selected the underwriter and (ii) accurately completes in
a timely manner and executes all questionnaires, powers of attorney, escrow
agreements, underwriting agreements and other documents customarily required
under the terms of such underwriting arrangements; provided, however,
that no holder of Registrable Securities will be required to provide
representations and warranties or indemnities or otherwise become subject to
liabilities or obligations in any such underwriting agreement that are not
customary for investors of its type in such transaction.


 


4.           Demand Registration.


 


(a)                 Right
to Demand Registration.  Subject to
Section 4(b) below, each of (i) BRS and (ii) the Jefferies Funds shall be
entitled to make written request (a “Demand Registration Request”)
(which Demand Registration Request shall specify the intended number of
Registrable Securities to be disposed of by such holder or holders and the
intended method of disposition thereof) to the Company for registration with
the Commission under and in accordance with the provisions of the Securities
Act of the offer and sale of all or part of the Registrable Securities owned by
it or them (a “Demand Registration”).


 


(b)                Number
of Demand Registrations.  BRS, on
the one hand, and the Jefferies Funds, on the other, shall each be entitled to
make two Demand Registration Requests under Section 4(a) above provided that no
such Demand Registration Request is made within six months of any Incidental
Registration or Demand Registration.  In
any Demand Registration, all Registration Expenses shall be borne by the
Company.


 


(c)                In
addition to the rights under paragraph (a) above, upon the written request (a “S-3
Registration Request”) by BRS or the Jefferies Funds, the Company shall use
its best efforts to effect the registration of all of the Registrable
Securities held by the holder, or holders making a request pursuant to this
paragraph (c) (a “S-3 Registration”); provided, however,
that the Company shall be obligated to use best efforts to effect a
registration requested pursuant to this paragraph (c) only if the Company is
then eligible to file the related registration statement on Form S-3 (or any
successor form) under the Securities Act. 
The Company shall pay all Registration Expenses related to each
registration requested pursuant to this Section 4(c).  If and to the extent that any holder or holders of any
Registrable Securities shall have, at the time of delivery of the written
request referred to in this paragraph, no present intention of selling or
distributing such Registrable Securities, the Company shall be obligated to
effect the registration of such Registrable Securities of such holder or
holders only if and to the extent, in each case, that such registration is at
the time permitted by the applicable statutes or rules and regulations
thereunder or the practices of the governmental authority concerned.


 


(d)                Priority
on Demand Registration.  If any of
the Registrable Securities subject to a Demand Registration or an S-3
Registration are to be sold in a firm commitment Underwritten Offering and the
managing underwriter or underwriters of a Demand Registration or a S-3
Registration advise the Company and the holders of such Registrable Securities
in writing that in its or their opinion the number of shares of Common Stock
proposed


 


5

















 


to be sold in such
Demand Registration or a S-3 Registration exceeds the maximum number of shares
specified by the managing underwriter that may be distributed without
materially and adversely affecting the price, timing or distribution of the
Common Stock, the Company shall include in such registration only such maximum
number of Registrable Securities which, in the reasonable opinion of such
managing underwriter can be sold in the following order of priority:  (i) first, the Registrable Securities
requested to be included in such Demand Registration or S-3 Registration as the
case may be, by BRS or the Jefferies Funds, (ii) second, the Registrable
Securities that are requested to be included in such Demand Registration or S-3
Registration, as the case may be, of any other holder of Registrable
Securities, and (iii) third, shares of Common Stock to be offered by the
Company in such Demand Registration or S-3 Registration.  To the extent that shares of Common Stock to
be included in the Demand Registration or S-3 Registration must be allocated
among the holder(s) of Registrable Securities pursuant to clauses (i), (ii) or
(iii) above, such shares shall be allocated pro rata among the applicable
holder(s) of Registrable Securities based on the number of shares of Common
Stock that such holder(s) of Registrable Securities shall have requested to be
included therein.


 


(e)                A
Demand Registration or S-3 Registration requested pursuant to this Section 4
will not be deemed to have been effected unless it has become effective under
the Securities Act; provided, however, that if after a Demand
Registration or S-3 Registration has so become effective, the offering of
Registrable Securities pursuant to such Demand Registration or S-3 Registration
is terminated, suspended or interfered with (so as to prevent the sale of more
than 25% of the Registrable Securities requested to be registered thereunder)
by any stop order, injunction or other order or requirement of the Commission
or other governmental agency or court, such Demand Registration or S-3
Registration will be deemed not to have been effected.


 


5.           Registration Procedures.  If and whenever the Company is required to
use its best efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Agreement (including
pursuant to a Demand Registration Request given under Section 4(a)), the Company
will, as expeditiously as reasonably possible:


 


(a)                 prepare
and file with the Commission a registration statement with respect to such
Registrable Securities, and use its best efforts to cause such registration
statement to become effective and to keep the sellers of Registrable Securities
advised in writing of the initiation and progress of proceedings regarding such
registration, provided, however, that the Company may discontinue
any registration of its securities which is being effected pursuant to Sections
3 or 4 herein at any time prior to the effective date of the registration
statement relating thereto (but only to the extent set forth in the proviso
contained in Section 3(a));


 


(b)                prepare
and file with the Commission 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 180 days or such shorter period which will terminate when all
Registrable Securities covered by such registration statement have been sold
(but not before the expiration of the 90-day period referred to in Section 4(3)
of the Securities Act and Rule 174 thereunder, if applicable) and comply with
the provisions of the Securities Act with respect to the disposition of all
securities covered by such registration statement during such period in
accordance with the intended methods of disposition by the seller or sellers
thereof set forth in such registration statement; provided,


 


6

















 


however,
that prior to filing with the Commission any such registration statement,
prospectus or amendment or supplement thereto, the Company shall furnish copies
thereof to counsel for the sellers of Registrable Securities under such
registration statement, which document will be subject to reasonably prompt
review by such counsel;


 


(c)                furnish
to each seller of such Registrable Securities such number of copies of such
registration statement and of each such amendment and supplement thereof (in
each case including all exhibits), such number of copies of the prospectus
included in such registration statement (including each preliminary prospectus
and summary prospectus), in conformity with the requirements of the Securities
Act, and such other documents as such seller may reasonably request in order to
facilitate the disposition of the Registrable Securities by such seller;


 


(d)                use
its best efforts to register or qualify such Registrable Securities covered by
such registration statement under such other securities or blue sky laws of
such jurisdictions as each seller shall request, and do any and all other acts
and things which may be necessary or advisable to enable such seller to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such seller; provided, however, that the Company shall
not be required to qualify generally to do business in any jurisdiction where
it is not then so qualified or to take any action which would subject it to
general service of process in any such jurisdiction where it is not then so
subject or subject itself to general taxation in any jurisdiction where it is
not then so subject;


 


(e)                immediately
notify each seller of any Registrable Securities covered by such registration
statement, at any time when a prospectus relating thereto is required to be
delivered under the Act within the appropriate period mentioned in clause (b)
of this Section 5, of the Company becoming aware that the prospectus included in
such registration statement, as then in effect, includes an untrue statement of
a material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein not misleading in the light of the
circumstances then existing, and within ten days prepare and furnish to all
sellers a reasonable number of copies of an amended or supplemental prospectus
as may be necessary so that, as thereafter delivered to the purchasers of such
Registrable Securities, such prospectus shall not include an untrue statement
of a material fact or omit to state a material fact required to be stated
therein or necessary to make the statements therein not misleading in the light
of the circumstances then existing;


 


(f)                  use
its best efforts to list such Registrable Securities on any securities exchange
on which the Common Stock is then listed or NASDAQ if the Common Stock is then
quoted on NASDAQ, if such Registrable Securities are not already so listed or
quoted and if such listing is then permitted under the rules of such exchange
or NASDAQ, and provide an independent transfer agent and registrar for such
Registrable Securities covered by such registration statement not later than
the effective date of such registration statement;


 


(g)                furnish
to each seller of Registrable Securities covered by such registration statement
a signed counterpart, addressed to such seller (and the underwriters, if any)
of:


 


7

















 


(i)                               an
opinion of counsel for the Company, dated the effective date of such
registration statement (or, if such registration involves an underwritten
public offering, dated the date of the closing under the underwriting
agreement), reasonably satisfactory in form and substance to the sellers of not
less than 50% of such Registrable Securities (and the managing underwriter, if
any); and


 


(ii)                          a
“comfort” letter, dated the effective date of such registration statement (or,
if such registration involves an underwritten Public Offering, dated the date
of the underwriting agreement and a “bring down” letter dated the date of the
closing under the underwriting agreement), signed by the independent public
accountants who have certified the Company’s financial statements included in
such registration statement, covering such matters with respect to such
registration statement as are customarily covered in accountants’ letters
delivered to the underwriters in Underwritten Offerings of securities as may
reasonably be requested by the sellers of not less than 50% of such Registrable
Securities (and the managing underwriter, if any); and


 


(h)                make
available for inspection by any seller of such Registrable Securities covered
by such registration statement, by any underwriter participating in any
disposition to be effected pursuant to such registration statement and by any
attorney, accountant or other agent retained by any such seller or any such
underwriter (individually, an “Inspector” and collectively, the “Inspectors”),
all pertinent financial and other records, pertinent corporate documents and
properties of the Company as shall be reasonably necessary to enable them to
exercise their due diligence responsibilities (collectively, the “Records”),
and cause all of the Company’s officers, directors and employees to supply all
information reasonably requested by any such seller, underwriter, or Inspector
in connection with such registration statement; provided that any
Records that are designated by the Company in writing as confidential shall be
kept confidential by the Inspectors unless (i) the disclosure of such Records
is necessary to avoid or correct a misstatement or omission of material fact in
such registration statement or (ii) the release of such Records is ordered
pursuant to a subpoena or other order from a court of competent jurisdiction or
by any regulatory authority having jurisdiction.  Each Investor agrees that non-public information obtained by it
as a result of such Inspections shall be deemed confidential and acknowledges
its obligations under the Federal securities laws not to trade any securities
of the Company on the basis of material non-public information.


 


The Company may require
each seller of Registrable Securities as to which any registration is being
effected promptly to furnish to the Company (i) an opinion of counsel for
such seller dated the effective date of the registration statement relating to
such seller’s Registrable Securities (or, if such registration involves an
underwritten Public Offering, dated the date of the closing under the
underwriting agreement), reasonably satisfactory in form and substance to the
Company (and the managing underwriter, if any) and (ii) such information
regarding the distribution of such Registrable Securities as may be legally
required.  Such information shall be
furnished in writing and shall state that it is being furnished for use in the
registration statement.


 


8

















 


Each holder of
Registrable Securities agrees by acquisition of such Registrable Securities
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in clause (e) of this Section 5, such holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such holder’s
receipt of the supplemented or amended prospectus contemplated by clause (e) of
this Section 5, and, if so directed by the Company, such holder will
deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of the
Company’s notice.  In the event the
Company shall give any such notice, the period mentioned in clause (b) of this
Section 5 shall be extended by the number of days during the period from and
including the date of the giving of such notice pursuant to clause (e) of this
Section 5 and including the date when each seller of Registrable Securities
covered by such registration statement shall have received the copies of the
supplemented or amended prospectus contemplated by clause (e) of this Section
5.


 


6.           Indemnification.


 


(a)                 Indemnification
by the Company.  The Company hereby
agrees to indemnify and hold harmless each holder of Registrable Securities
which shall have been registered under the Securities Act, and such holder’s
officers, directors, employees and agents and each other Person, if any, who
controls such holder within the meaning of the Securities Act and each other
Person (including underwriters) who participates in the offering of such
Registrable Securities against any losses, claims, damages, liabilities,
reasonable attorneys’ fees, costs or expenses (collectively, the “Damages”),
joint or several, to which such holder or controlling Person or participating
Person may become subject under the Securities Act or otherwise, insofar as
such Damages (or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of any material fact made by
the Company or its agents contained in any registration statement under which
such Registrable Securities are registered under the Securities Act, in any
preliminary prospectus or final prospectus contained therein, or in any
amendment or supplement thereof, or arise out of or are based upon the omission
or alleged omission to state therein a material fact required to be stated
therein or necessary to make the statements therein not misleading, and will
reimburse such holder of Registrable Securities or such controlling Person or
participating Person in connection with investigating or defending any such
Damages or proceeding; provided, however, that the Company will
not be liable in any such case to the extent that any such Damages arise out of
or are based upon (i) an untrue statement or alleged untrue statement or
omission or alleged omission made in such registration statement, said
preliminary or final prospectus or said amendment or supplement thereto in
reliance upon and in conformity with written information furnished to the
Company by such holder or such controlling or participating Person, as the case
may be, specifically for use in the preparation thereof; or (ii) an untrue
statement or alleged untrue statement, omission or alleged omission in a
prospectus if such untrue statement or alleged untrue statement, omission or
alleged omission is corrected in an amendment or supplement to the prospectus
which amendment or supplement is delivered to such holder in a timely manner
and such holder thereafter fails to deliver such prospectus as so amended or
supplemented prior to or concurrently with the sale of such Registrable
Securities to the Person asserting such Damages.


 


9

















 


(b)                Indemnification
by the Holders of Registrable Securities Which Are Registered.  It shall be a condition of the Company’s
obligations under this Agreement to effect any registration under the
Securities Act that there shall have been delivered to the Company an agreement
or agreements duly executed by each holder of Registrable Securities to be so
registered, whereby each such holder agrees to indemnify and hold harmless the
Company, its directors, officers, employees and agents and each other Person,
if any, which controls the Company within the meaning of the Securities Act
against any Damages, joint or several, to which the Company, or such other
Person or such Person controlling the Company may become subject under the Securities
Act or otherwise, but only to the extent that such Damages (or proceedings in
respect thereof) arise out of or are based upon any untrue statements or
alleged untrue statement of any material fact contained, on the effective date
thereof, in any registration statement under which such Registrable Securities
are registered under the Securities Act, in any preliminary prospectus or final
prospectus contained therein or in any amendment or supplement thereto, or
arise out of or are based upon the omission or alleged omission to state
therein a material fact required to be stated therein or necessary to make the
statements therein not misleading, which, in each such case, has been made in
or omitted from such registration statement, said preliminary or final
prospectus or said amendment or supplement in reliance upon, and in conformity
with, written information furnished to the Company by such holder of
Registrable Securities specifically for use in the preparation thereof.  The Company shall be entitled to receive
indemnities from underwriters, selling brokers, dealer managers and similar
securities industry professionals participating in the distribution, to the
same extent as provided above, with respect to information furnished in writing
by such Persons specifically for inclusion in any prospectus or registration
statement.


 


(c)                Conduct
of Indemnification Proceedings.  Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of the commencement of any action or
proceeding involving a claim referred to in the preceding paragraphs of this
Section 6 (provided the failure of any indemnified party to give such notice
shall not relieve the indemnifying party of its obligations under this Section
6 except to the extent of any damages caused solely by such failure), and (ii)
unless the indemnified party has been advised by its counsel that a conflict of
interest exists or may exist between such indemnified and indemnifying parties
under applicable standards of professional responsibility, with respect to such
claim, permit such indemnifying party to assume the defense of such claim with
counsel reasonably satisfactory to the indemnified party.  Whether or not such defense is assumed by
the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its consent (but such consent will
not be unreasonably withheld).  No
indemnifying party will consent to the entry of any judgment or enter into any
settlement which does not include as an unconditional term thereof the giving
by the claimant or plaintiff to such indemnified party of a release from all
liability in respect of such claim or litigation; provided, however,
that no indemnifying party will consent to the entry of any judgment or enter
into any settlement (other than for the payment of money only) without the
consent of the indemnified party (which consent will not be unreasonably
withheld).  An indemnifying party who is
not entitled to, or elects not to, assume the defense of the 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 exists
or may exist between such indemnified party and


 


10

















 


any other such
indemnified parties with respect to such claim, in which event the indemnifying
party shall be obligated to pay the fees and expenses of such additional
counsel or counsels.


 


(d)                Contribution.  If for any reason the indemnification
provided for in the preceding Sections 6(a) or 6(b) is unavailable to an
indemnified party in respect of any Damages referred to therein, the
indemnifying party shall contribute to the amount paid or payable by the
indemnified party as a result of such Damages in such proportion as is
appropriate to reflect the relative benefits received by, and the relative
fault of, the indemnified party and the indemnifying party, as well as any
other appropriate equitable considerations; provided, however,
that in no event shall the liability of any selling holder of Registrable
Securities hereunder (whether in respect of indemnification or contribution obligations)
be greater in amount than the difference between the dollar amount of the
proceeds received by such holder upon the sale of the Registrable Securities
giving rise to such contribution obligation and all amounts previously
contributed by such holder with respect to such Damages.  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
fraudulent misrepresentation.


 


7.           Hold-Back Agreements.


 


(a)                 Restrictions
on Public Sale by Holder of Registrable Securities.  Each holder of Registrable Securities whose
Registrable Securities are eligible for inclusion in a Registration Statement
filed pursuant to Sections 3 or 4 agrees, if requested by the managing
underwriter or underwriters in an Underwritten Offering of any Registrable
Securities, not to effect any public sale or distribution of Registrable
Securities, including a sale pursuant to Rule 144 (or any similar provision
then in force) under the Securities Act (except as part of such Underwritten
Registration), during the 10-day period prior to, and during the 180-day period
(in the case of the Company’s initial Public Offering) or 90-day period (in the
case of an offering after the initial Public Offering) beginning on the
effective date of such Registration Statement, to the extent timely notified of
such offering in writing by the Company or the managing underwriter or
underwriters.


 


(b)                Restrictions
on Public Sale by the Company and Others. 
The Company shall (i) not effect any public sale or distribution of any
of its Common Stock for its own account during the 10-day period prior to, and
during the 180-day period (in the case of the Company’s initial Public
Offering) or 90-day period (in the case of an offering after the initial Public
Offering) beginning on, the effective date of a Registration Statement filed
pursuant to Sections 3 or 4 (except as part of a Special Registration
Statement), and (ii) use reasonable efforts to cause each holder of Common
Stock purchased from the Company at any time after the date of this Agreement
(other than in a registered public offering) to agree not to effect any public
sale or distribution of any such securities during such period, including a
sale pursuant to Rule 144 under the Securities Act (except as part of such
Underwritten Registration, if permitted).


 


8.           Underwritten Registration.


 


If any of the Registrable
Securities covered by any Incidental Registration that is not also a Demand Registration
or S-3 Registration are to be sold in an Underwritten Offering,


 


11

















 


the investment banker or
investment bankers and manager or managers that will administer and underwrite
the offering will be selected by the Company. 
In any Demand Registration or S-3 Registration, such underwriters shall
be selected by the holders of a majority of the Registrable Securities being
registered.


 


Notwithstanding anything
herein to the contrary, no Person may participate in any Underwritten
Registration hereunder unless such Person (a) agrees to sell such Person’s
securities on the basis provided in any underwritten arrangements approved by
the Persons entitled hereunder to approve such arrangement and (b) accurately
completes and executes all questionnaires, powers of attorney, indemnities,
custody agreements, underwriting agreements and other customary documents
required under the terms of such underwriting arrangements; provided, however,
that no holder of Registrable Securities will be required to provide
representations and warranties or indemnities or otherwise become subject to
liabilities or obligations in any such underwriting agreement that are not
customary for investors of its type in such transaction.


 


9.           Miscellaneous.


 


(a)                 Amendment
and Modification.  This Agreement
may be amended or modified, or any provision hereof may be waived, provided
that such amendment or waiver is set forth in a writing executed by (i) the
Company, (ii) the Required Holders (as defined in the Securities Holders
Agreement) and (iii) in the case of any amendment which materially and
adversely affects any Investor differently from any other Investor (other than
due to any difference in the number of shares owned by any such Investor), such
Investor.  No course of dealing between
or among any persons having any interest in this Agreement will be deemed
effective to modify, amend or discharge any part of this Agreement or any
rights or obligations of any person under or by reason of this Agreement.


 


(b)                Additional
Parties.  The Board of Directors of
the Company shall be entitled, but not obligated, with the consent of Person(s)
holding at least 70% of the Registrable Securities, to allow any purchaser or
acquirer of equity securities (or securities or rights convertible or
exercisable into equity securities), of the same type and class of the
Registrable Securities, to execute a counterpart to this Agreement and become a
party hereto (each, an “Additional Party”), in which case the equity
securities issued or issuable to any such Additional Party shall be deemed to
be “Registrable Securities” subject to the terms and conditions hereof and such
Additional Party shall be deemed to be a holder of “Registrable Securities” for
purposes hereof.  Except as set forth in
this Section 9(b), the Company will not grant to any other persons any
registration rights.


 


(c)                Survival
of Representations and Warranties. 
All representations, warranties, covenants and agreements set forth in
this Agreement will survive the execution and delivery of this Agreement and
the consummation of the transactions contemplated hereby, regardless of any
investigation made by an Investor or on its behalf.


 


(d)                Successors
and Assigns.  This Agreement and all
of the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns and
executors, administrators and heirs.


 


12

















 


(e)                Separability.  In the event that any provision of this
Agreement or the application of any provision hereof is declared to be illegal,
invalid or otherwise unenforceable by a court of competent jurisdiction, the
remainder of this Agreement shall not be affected except to the extent
necessary to delete such illegal, invalid or unenforceable provision unless
that provision held invalid shall substantially impair the benefits of the
remaining portions of this Agreement.


 


(f)                  Notices.  All notices provided for or permitted
hereunder shall be made in writing by hand-delivery, registered or certified
first-class mail, fax, telex or air courier guaranteeing overnight delivery to
the other party at the following addresses (or at such other address as shall
be given in writing by any party to the others):


 


If to the Company:


 


TSG
Holdings Corp.


11311
McCormick Road


Suite
260


Hunt
Valley, MD  21031-1437


Attention:  John A. Saxton


Fax:  (410) 785-7217


 


with
a required copy to:


 


Dechert LLP


4000 Bell Atlantic Tower


1717 Arch Street


Philadelphia, PA 19103


Attention:  
Carmen J. Romano, Esq.


David
S. Denious, Esq.


Fax:  (215)
994-2222


 


If
to BRS, to:


 


c/o
Bruckmann, Rosser, Sherril & Co., L.P.


126
East 56th Street, 29th Floor


New
York, NY 10022


Attention:  Harold O. Rosser, II


Fax:  (212) 521-3799


 


with a required copy to:


 


Dechert LLP


4000 Bell Atlantic Tower

1717 Arch Street


Philadelphia, PA 19103


Attention:  
Carmen J. Romano, Esq.


David
S. Denious, Esq.


Fax:  (215)
994-2222


 


13

















 


If to any of the Jefferies Funds, to:


 


c/o
Jefferies Capital Partners


520
Madison Avenue


8th
Floor


New
York, NY  10022


Attention:  James Luikart

Fax:  (212) 284-1717


 


with a required copy to:


 


Dechert LLP


4000 Bell Atlantic Tower

1717 Arch Street


Philadelphia, PA 19103


Attention:  
Carmen J. Romano, Esq.


David
S. Denious, Esq.


Fax:  (215)
994-2222


 


If to any of the
Management Investors, to such Management Investor’s address as set forth on the
signature pages hereto.


 


All such notices shall be
deemed to have been duly given: when delivered by hand, if personally
delivered; five business days after being deposited in the mail, postage
prepaid, if mailed; when transmission is confirmed, if faxed during normal
business hours (or if not, on the next succeeding business day); when answered
back, if telexed; and on the next business day, if timely delivered to an air
courier guaranteeing overnight delivery.


 


(g)                Governing
Law.  The validity, performance,
construction and effect of this Agreement shall be governed by and construed in
accordance with the internal laws of the State of Delaware, without giving
effect to principles of conflicts of law.


 


(h)                Headings.  The headings in this Agreement are for
convenience of reference only and shall not constitute a part of this
Agreement, nor shall they affect their meaning, construction or effect.


 


(i)                   Counterparts.  This Agreement may be executed in two or
more counterparts and by the parties hereto in separate counterparts, each of
which when so executed shall be deemed to be an original, and all of which
taken together shall constitute one and the same instrument.


 


(j)                   Further
Assurances.  Each party shall
cooperate and take such action as may be reasonably requested by another party
in order to carry out the provisions and purposes of this Agreement and the
transactions contemplated hereby.


 


(k)                Termination.  Unless sooner terminated in accordance with
its terms, this Agreement shall terminate on the fifteenth anniversary of the
date of this Agreement;


 


14

















 


provided that the
indemnification rights and obligations set forth in Section 6 hereof shall
survive the termination of this Agreement.


 


(l)                   Remedies.  In the event of a breach or a threatened
breach by any party to this Agreement of its obligations hereunder, any party
injured or to be injured by such breach, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Agreement, it being
agreed by the parties that the remedy at law, including monetary damages, for
breach of such provision will be inadequate compensation for any loss and that
any defense in any action for specific performance that a remedy at law would
be adequate is waived.


 


(m)           Party
No Longer Owning Securities.  If a
party hereto ceases to own any Common Stock, such party will no longer be
deemed to be an Investor for purposes of this Agreement; provided that the
indemnification rights and obligations set forth in Section 6 hereof shall
survive any such cessation of ownership.


 


(n)                Pronouns.  Whenever the context may require, any
pronouns used herein shall be deemed also to include the corresponding neuter,
masculine or feminine forms.


 


(o)               No
Effect on Employment.  Nothing
herein contained shall confer on any Investor the right to remain in the employ
or service of the Company or any of its subsidiaries or Affiliates.


 


(p)                Attorneys’
Fees.  In the event any party hereto
commences any action to enforce any rights of such party hereunder, the
prevailing party in such action shall be entitled to recover such party’s costs
and expenses incurred in such action, including, without limitation, reasonable
attorneys’ fees.


 


(q)                Current
Public Information.  At all times
after the Company has filed a registration statement with the Commission
pursuant to the requirements of either the Securities Act or the Exchange Act,
and as long as the Investors shall hold any Registrable Securities, the Company
will file all reports required to be filed by it under the Securities Act and
the Exchange Act and the rules and regulations adopted by the Commission
thereunder, and will take such further action as any holder or holders of
Registrable Securities may reasonably request, all to the extent required to
enable such holders to sell Registrable Securities pursuant to Rule 144 under
the Securities Act (as such rule may be amended from time to time) or any
similar rule or regulation hereafter adopted by the Commission.


 


(r)                  Entire
Agreement.  This Agreement sets
forth the entire agreement and understandings among the parties as to the
subject matter hereof and merges and supersedes all prior discussions and
understandings of any and every nature among them, it being understood the
Investors are also entering into other agreements and instruments on the date
hereof, including the Securities Purchase and Exchange Agreement, Securities
Purchase Agreement and Securities Holders Agreement.


 


15

















 


IN WITNESS WHEREOF, the
parties have executed this Registration Rights Agreement as of the date first
written above.


 


	
   

  	
  TSG HOLDINGS CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ J. Rice Edmonds

  
	
   

  	
   

  	
  Name: J. Rice Edmonds

  
	
   

  	
   

  	
  Title:   Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  BRUCKMANN, ROSSER,
  SHERRILL & CO. II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BRSE L.L.C., its
  general partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Thomas Baldwin

  
	
   

  	
   

  	
  Name: Thomas Baldwin

  
	
   

  	
   

  	
  Title:    Managing Director

  



 

















 


	
   

  	
  ING FURMAN SELZ
  INVESTORS III L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ
  INVESTMENTS III LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  
	
   

  	
   

  	
  Name: James Luikart

  
	
   

  	
   

  	
  Title:    Executive Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING BARINGS GLOBAL
  LEVERAGED EQUITY PLAN LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ
  INVESTMENTS III LLC,

  its Fund Manager

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  ING BARINGS U.S. LEVERAGED
  EQUITY PLAN LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  ING FURMAN SELZ
  INVESTMENTS III LLC,

  its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James Luikart

  
	
   

  	
   

  	
  Name: James Luikart

  
	
   

  	
   

  	
  Title:    Executive Vice President

  



 

















 


	
   

  	
  MANAGEMENT INVESTORS:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ John A. Saxton

  
	
   

  	
  John A. Saxton

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David C. Hewitt

  
	
   

  	
  David C. Hewitt

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ G. Paul Bozuwa

  
	
   

  	
  G. Paul Bozuwa

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Jakobe

  
	
   

  	
  Robert M. Jakobe

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Joan B. Weisman

  
	
   

  	
  Joan B. Weisman

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  



 

















 


	
   

  	
  /s/ John M. Elliot

  
	
   

  	
  John M. Elliot

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Chris M. Azbill

  
	
   

  	
  Chris M. Azbill

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Douglas R. Ehmann

  
	
   

  	
  Douglas R. Ehmann

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ J. Kenneth Garner

  
	
   

  	
  J. Kenneth Garner

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael E. Klauer

  
	
   

  	
  Michael E. Klauer

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ James W. Stirling

  
	
   

  	
  James W. Stirling

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  



 

















 


	
   

  	
  /s/ Patricia A.
  Stricker

  
	
   

  	
  Patricia A. Stricker

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Robert M. Moore

  
	
   

  	
  Robert M. Moore

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gary J. Kittredge

  
	
   

  	
  Gary J. Kittredge

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Edward H. Hartman

  
	
   

  	
  Edward H. Hartman

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Arthur R. Myers

  
	
   

  	
  Arthur R. Myers

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jennifer A. Bedell

  
	
   

  	
  Jennifer A. Bedell

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  



 

















 


	
   

  	
  /s/ Cynthia L.
  Beauchamp

  
	
   

  	
  Cynthia L. Beauchamp

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Michael J.
  Sartorelli

  
	
   

  	
  Michael J. Sartorelli

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ David T. Merchant

  
	
   

  	
  David T. Merchant

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Kenneth W. Raker

  
	
   

  	
  Kenneth W. Raker

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Jeffrey S. Cohen

  
	
   

  	
  Jeffrey S. Cohen

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ J. Dennis Smith

  
	
   

  	
  J. Dennis Smith

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  



 

















 


	
   

  	
  /s/ Catherine R. Budd

  
	
   

  	
  Catherine R. Budd

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ George A. Whaling

  
	
   

  	
  George A. Whaling

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ J.M. Dryden Hall,
  Jr

  
	
   

  	
  J.M. Dryden Hall, Jr.

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Gary T. DiCamillo

  
	
   

  	
  Gary T. DiCamillo

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  /s/ Craig H. Deery

  
	
   

  	
  Craig H. Deery

  
	
   

  	
   

  
	
   

  	
  Address:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Telephone No.: