Exhibit
10.9


 




 





BLUE RIDGE HOLDING CORP.


 


 


STOCKHOLDERS’
AGREEMENT


 


 


Dated
as of May 14, 1999


 




 




















 


Table
of Contents


 


	
  SECTION 1.

  	
  Certain Definitions

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 2.

  	
  Corporate Governance

  	
   

  
	
  SECTION 2.1

  	
  Board of Directors

  	
   

  
	
  SECTION 2.2

  	
  Vacancies

  	
   

  
	
  SECTION 2.3

  	
  Covenant to Vote

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 3.

  	
  Transfers of Common Stock

  	
   

  
	
  SECTION 3.1

  	
  Restrictions on Transfer

  	
   

  
	
  SECTION 3.2

  	
  Exceptions to Restrictions

  	
   

  
	
  SECTION 3.3

  	
  Endorsement of Certificates

  	
   

  
	
  SECTION 3.4

  	
  Improper Transfer

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.

  	
  Rights of First Refusal; Tag Along Sales;
  New Securities

  	
   

  
	
  SECTION 4.1

  	
  Transfers By Certain Shareholders

  	
   

  
	
  SECTION
  4.2

  	
  Transfer
  of Offered Securities to Third Parties

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.3

  	
  Purchase of Offered Securities

  	
   

  
	
  SECTION
  4.4

  	
  Waiting
  Period with Respect to Subsequent Transfers

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.5

  	
  Tag-Along Rights

  	
   

  
	
  SECTION
  4.6

  	
  Right
  of First Refusal for New Securities

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 4.7

  	
  Drag-Along Rights

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 5.

  	
  Registration Rights

  	
   

  
	
  SECTION 5.1

  	
  Piggyback Registrations

  	
   

  
	
  SECTION 5.2

  	
  Demand Registrations

  	
   

  
	
  SECTION 5.3

  	
  Registration Procedures

  	
   

  
	
  SECTION 5.4

  	
  Indemnification

  	
   

  
	
  SECTION 5.5

  	
  Contribution

  	
   

  
	
  SECTION 5.6

  	
  Rule 144

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 6.

  	
  Termination

  	
   

  
	
   

  	
   

  	
   

  
	
  SECTION 7.

  	
  Miscellaneous

  	
   

  
	
  SECTION 7.1

  	
  GECC Additional Rights

  	
   

  
	
  SECTION 7.2

  	
  Delivery Expenses

  	
   

  
	
  SECTION 7.3

  	
  Replacement of Instruments

  	
   

  
	
  SECTION 7.4

  	
  Successors and Assigns

  	
   

  
	
  SECTION
  7.5

  	
  Amendment
  and Modification; Waiver of Compliance; Conflicts

  	
   

  



 

















 


	
  SECTION 7.6

  	
  Notices

  	
   

  
	
  SECTION 7.7

  	
  Entire Agreement; Governing Law.

  	
   

  
	
  SECTION 7.8

  	
  Injunctive Relief

  	
   

  
	
  SECTION 7.9

  	
  Availability of Agreements

  	
   

  
	
  SECTION 7.10

  	
  Headings

  	
   

  
	
  SECTION 7.11

  	
  Counterparts

  	
   

  



 

















 


STOCKHOLDERS’
AGREEMENT


 


STOCKHOLDERS’ AGREEMENT, dated as of
May 14, 1999 (“Agreement”), among BLUE RIDGE HOLDING CORP., a Delaware
corporation (the “Company”), KPS SPECIAL SITUATIONS FUND, L.P., a Delaware
limited partnership (“SSF”), KPS SUPPLEMENTAL FUND, L.P., a Delaware limited
partnership (“SF”, and together with SSF, the “KPS Funds”), GENERAL ELECTRIC
CAPITAL CORPORATION, a New York corporation (“GECC”), and Gordon Jones
(“Jones”).  SSF, SF, GECC and Jones are
collectively referred to herein as the Shareholders.


 


W  I  T  N
E  S  S  E  T  H:


 


WHEREAS, on the date hereof, the Company is
authorized by its Certificate of Incorporation to issue capital stock
consisting of (i) 12,600,000 shares of Common Stock, and (ii) 3,500 shares of
Preferred Stock;


 


WHEREAS, as of the date hereof, the
Shareholders beneficially own the shares of Common Stock and Preferred Stock
set forth in the Shareholder Schedule (the “Shareholder Schedule”) attached
hereto;


 


WHEREAS, the parties hereto deem it in their
best interests and in the best interests of the Company to provide consistent
and uniform management for the Company and desire to enter into this Agreement
in order to effectuate that purpose and to set forth their respective rights
and obligations in connection with their investment in the Company; and


 


WHEREAS, the parties hereto also desire to
restrict the sale, assignment, transfer, encumbrance or other disposition of
the shares of Capital Stock of the Company, including shares of Common Stock that
may be issued hereafter, and also including all options, warrants, conversion
rights or other rights to subscribe for, purchase or acquire shares of Common
Stock, and to provide for certain rights and obligations in respect thereto as
hereinafter provided;


 


NOW, THEREFORE, in consideration of the
mutual agreements and understandings set forth herein, the parties hereto
hereby agree as follows:


 


SECTION 1.   Certain
Definitions. 
As used in this Agreement, the following terms shall have the following
respective meanings:


 


“Acquiror” shall have the meaning specified
in Section 5.7(a).


 


“Affiliate” means as to any Person (a) any
Person which directly or indirectly controls, is controlled by, or is under
common control with such Person, and (b) any Person who is a director, officer,
partner or principal of such Person or of any Person which directly or
indirectly controls, is controlled by, or is under common control with such
Person.  For purposes of this
definition, “control” of a Person shall mean the power, direct or indirect, (i)
to vote or direct the voting of 10% or more of the Voting Stock of


 

















 


such Person, or (ii) to direct
or cause the direction of the management and policies of such Person whether by
ownership of Capital Stock, by contract or otherwise.


 


“Agreement” means this Agreement as in effect
on the date hereof and as hereafter from time to time amended, modified or
supplemented in accordance with the terms hereof.


 


“Board of Directors” shall mean the Board of
Directors of the Company as from time to time hereafter constituted.


 


“By-Laws” means the By-Laws of the Company as
amended and in effect on the date hereof.


 


“Capital Stock” means collectively, the
Common Stock and the Preferred Stock.


 


“Certificate of Incorporation” means the
Restated Certificate of Incorporation of the Company as in effect on the date
hereof.


 


“Commission” shall mean the Securities and
Exchange Commission and any successor commission or agency having similar
powers.


 


“Common Pro Rata Share” means, with reference
to any Shareholder at any time, a fraction, the numerator of which is the
number of shares of Common Stock then held by such Shareholder plus any shares
of Common Stock which such Shareholder then has a right to purchase pursuant to
any Contingent Right which is then exercisable, and the denominator of which is
the aggregate number of shares of Common Stock held by, or purchasable under
any then exercisable Contingent Right held by, all of the Shareholders taken
together.


 


“Common Stock” shall mean shares of common
stock, par value $.01 per share, of the Company, as adjusted to reflect any
merger, consolidation, recapitalization, reclassification, split-up, stock
dividend, rights offering, reverse stock split or other similar action made,
declared or effected with respect to the Common Stock.


 


“Contingent Right” means any option, warrant,
conversion right or other right to subscribe for, purchase or acquire Common
Stock.


 


“Credit Agreement” means the Credit
Agreement, dated as of the date hereof, among the Operating Company, the other
credit parties signatory thereto (including the Company), the lenders signatory
thereto, GECC Capital Markets Group, Inc., as syndication agent and arranger,
GECC, as agent, PNC Capital Markets Inc., as arranger, Wachovia Bank, N.A., as
arranger and lender, and Bank of Montreal, as arranger and lender, or any
amendment, restatement, refinancing or replacement thereof.


 


“Drag-Along Notice” shall have the meaning
specified in Section 4.7(b).


 


“Drag-Along Right” shall have the meaning specified
in Section 4.7(a).


 

















 


“ERISA” shall mean the Employee Retirement
Income Security Act of 1974, as amended.


 


“ESOP” shall mean the Blue Ridge Paper
Products employee stock ownership plan or any supplemental stock plan.


 


“ESOP Securities” shall mean Common Stock
held under the ESOP.


 


“ESOP Trustee” shall mean the trustee of the
ESOP.


 


“Exchange Act” shall mean the Securities
Exchange Act of 1934, as amended.


 


“First Offer Price” shall have the meaning
specified in Section 4.1(a).


 


“Fully Diluted Common Stock” shall mean at
any time, all shares of Common Stock then issued and outstanding and all shares
of Common Stock issuable upon the exercise of any then outstanding Contingent
Right, whether or not such Contingent Right is at the time exercisable.


 


“GAAP” means generally accepted accounting
principles in the United States of America in effect from time to time, applied
on a consistent basis both as to classification of items and amounts.


 


“Initial Public Offering” shall mean a Public
Offering of Common Stock of the Company pursuant to the initial registration
thereof under the Securities Act.


 


“Investor Group” shall mean collectively, the
KPS Funds, GECC and Jones.


 


“KPS Sale” shall have the meaning specified
in Section 4.7(a).


 


“NASD” means the National Association of
Securities Dealers, Inc. and its successors and assigns.


 


“New Issue Notice” shall have the meaning
specified in Section 4.6(c).


 


“New Securities” shall have the meaning
specified in Section 4.6(b).


 


“Notice of Exercise” shall have the meaning
specified in Section 4.1(b).


 


“Notice of Intention” shall have the meaning
specified in Section 4.1(a).


 


“Offered Securities” shall have the meaning
specified in Section 5.1(a).


 


“Operating Company” means Blue Ridge Paper
Products Inc., a Delaware corporation and wholly owned subsidiary of the
Company.


 


“Permitted Transferee” shall mean a
Shareholder Permitted Transferee or an Individual Permitted Transferee.


 

















 


“Person” shall mean an individual or a
corporation, association, partnership, limited liability company, joint
venture, organization, business, trust, or any other entity or organization,
including a government or any subdivision or agency thereof.


 


“Preferred Pro Rata Share” means, with
reference to any Shareholder at any time, a fraction, the numerator of which is
the number of shares of Preferred Stock then held by such Shareholder, and the
denominator of which is the aggregate number of shares of Preferred Stock held
by all of the Shareholders taken together.


 


“Preferred Stock” shall mean shares of Series
A Preferred Stock, par value $.01 per share, of the Company.


 


“Proposed Purchaser” shall have the meaning
specified in Section 4.5(b).


 


“Pro Rata Share” means the applicable Common
Pro Rata Share or Preferred Pro Rata Share.


 


“Public Offering” shall mean an underwritten
public offering and sale of equity securities of the Company pursuant to an
effective registration statement under the Securities Act.


 


“Purchase Offer” shall have the meaning
specified in Section 4.5(b).


 


“Qualified Public Offering” shall mean a
Public Offering of Common Stock, at the conclusion of which the aggregate
number of shares of Common Stock that have been sold to the public in one or
more Public Offerings equals at least 25% of the Fully Diluted Common Stock
after giving effect to such sale.


 


“Registrable Securities” shall mean the
shares of Common Stock outstanding on the date hereof and now or hereafter
owned of record or beneficially by the Shareholders, including any shares of
Common Stock issued to the Shareholders upon the exercise of any Contingent
Right.


 


As to any particular Registrable Securities
that have been issued, such securities shall cease to be Registrable Securities
when (i) a registration statement with respect to the sale of such securities
shall have become effective under the Securities Act and such securities shall
have been disposed of under such registration statement, (ii) they shall have
been sold in a “brokers transaction” pursuant to Rule 144, (iii) they
shall have been otherwise transferred or disposed of, and new certificates
therefor not bearing a legend restricting further transfer shall have been
delivered by the Company, and subsequent transfer or disposition of them shall
not require their registration under the Securities Act, or (iv) they shall
have ceased to be outstanding.


 


“Registration Expenses” shall mean any and
all out-of-pocket expenses incident to the Company’s performance of or
compliance with Section 6 hereof, including, without limitation, all
Commission, stock exchange and NASD registration, listing and filing fees, all
fees and expenses of complying with securities and blue sky laws (including the
reasonable fees and disbursements of underwriters’ counsel in connection


 

















 


with blue sky qualifications
and NASD filings), all fees and expenses of the transfer agent and registrar
for the Registrable Securities, all printing expenses, the fees, disbursements
and expenses of counsel for the Company and of its independent public
accountants, including the expenses of any special audits and/or “cold comfort”
letters required by or incident to such performance and compliance, and the
reasonable fees and disbursements of a counsel representing all the selling
Shareholders but excluding underwriting discounts and commissions and applicable
transfer and documentary stamp taxes, if any, which shall be borne by the
seller of Registrable Securities in all cases.


 


“Requesting Party” shall have the meaning
specified in Section 5.2(a).


 


“Salaried Employees” means employees of the
Company not subject to a collective bargaining agreement (other than the
executive officers of the Company).


 


“Sale Proposal” shall have the meaning
specified in Section 4.1(a).


 


“Securities Act” shall mean, as of any date,
the Securities Act of 1933, as amended.


 


“Selling Shareholder” shall have the meaning
specified in Section 4.1(a).


 


“Shareholders” shall have the meaning
specified in the Preamble.


 


“Subsidiary” shall mean as to any Person, a
Person having voting power to elect a majority of the Board of Directors of
another Person.


 


“Underwritten Offering” shall have the
meaning given to it in Section 5.1(a).


 


“Unions” means Paper, Allied Industrial,
Allied Chemical and Energy Workers International Union, AFL-CIO, CLC and
International Union, United Automobile, Aereospace and Agricultural Implement
Workers of America, AFL-CIO.


 


“Voting Stock” means Common Stock of the
Company or any class or classes of capital stock the holders of which are
ordinarily entitled to vote for the election of corporate directors (or Persons
performing similar functions).


 


“Voting Stockholder” shall mean any
Shareholder who holds Voting Stock.


 


“Wholly-owned Subsidiary” shall mean, with
respect to any Person, any Subsidiary of such Person all of the capital stock
(and all options, warrants, conversion rights and other rights to subscribe
for, purchase or acquire such Capital Stock) of which, are owned, beneficially
and of record, by such Person and/or one or more Wholly-owned Subsidiaries of
such Person.


 


SECTION 2.   Corporate
Governance.


 


SECTION 2.1  Board of Directors.  The Shareholders hereby agree that at all
times after the date of this Agreement, (a) the
Board of Directors shall consist of eleven


 

















 


members, and (b) the Shareholders shall take all actions necessary to
elect, or to cause the Board of Directors to approve and appoint, when
designated, the designees described below to be members of the Board of
Directors:


 


(i)  three individuals designated by SSF;


 


(ii)  three individuals designated by SF;


 


(iii)  three individuals designated by the Unions;


 


(iv)  one individual designated by the Salaried
Employees in accordance with the procedures to be reasonably determined by the
Board of Directors; and


 


(v)  the Chief Executive Officer of the Operating
Company.


 


Any individual designated as a member of the
Board of Directors by the Persons specified in clauses (i) through (iv) above,
respectively, may be removed at any time, with or without cause, by the Person
or Persons so designating that individual.


 


SECTION 2.2 
Vacancies.  In the event that a vacancy is created on the Board of Directors
at any time by the death, disability, retirement, resignation or removal of any
member of the Board of Directors, or for any other reason there shall exist or
occur any vacancy on the Board of Directors, each Voting Stockholder hereby
agrees to take such actions as will result in the election or appointment as a
director of an individual designated or elected to fill such vacancy and serve
as a director by the Shareholders that had designated or elected (pursuant to
Section 2.1) the director whose death, disability, retirement, resignation or
removal resulted in such vacancy on the Board of Directors (in the manner set
forth in Section 2.1).


 


SECTION 2.3 
Covenant to Vote.  Each Voting Stockholder hereby agrees to
take all actions necessary to call, or cause the Company and the appropriate
officers and directors of the Company to call, an annual meeting (and when
circumstances so require, a special meeting) of the stockholders of the Company
and to vote all shares of Voting Stock owned or held of record by such Voting
Stockholder at any such meeting and at any other annual or special meeting of
stockholders in favor of, or take all actions by written consent in lieu of any
such meeting as may be necessary to cause, the election as members of the Board
of Directors of those individuals so designated in accordance with, and to
otherwise effect the intent of, this Section 2.  In addition, each Voting Stockholder agrees to vote the shares of
Voting Stock owned by such Voting Stockholder upon any other matter arising
under this Agreement submitted to a vote of the stockholders in such a manner
as to implement the terms of this Agreement.


 


SECTION
3   Transfers of Common Stock.


 


SECTION 3.1  Restrictions on Transfer.  Each Shareholder agrees that such
Shareholder will not, directly or indirectly, offer, sell, exchange, pledge,
hypothecate, encumber, transfer, assign or otherwise dispose of (collectively,
for purposes of Sections 3 and 4


 

















 


hereof only, a “transfer”) any
of its Capital Stock, except as provided in Section 3.2 or in accordance with
Section 4.  In addition to the other
restrictions noted in this Section 3.1, each Shareholder agrees that it will
not, directly or indirectly, transfer any of its Capital Stock (or Contingent
Rights), except as permitted under the Securities Act and other applicable
federal or state securities laws.


 


SECTION 3.2  Exceptions to Restrictions.  The provisions of Section 3.1, Sections
4.1 through 4.5, inclusive, and Section 4.7 shall not apply to any of the
following transfers:


 


(a)                                  from any Shareholder
of the Company, to any other Shareholder, or to any Affiliate of any
Shareholder (each a “Shareholder Permitted Transferee”), provided that
each such Shareholder Permitted Transferee shall execute a Transferee Agreement
in the form of Exhibit C hereto (a “Transferee Agreement”) pursuant to which
such Shareholder Permitted Transferee shall agree to comply with the terms of
this Agreement and shall become bound by the terms of this Agreement;


 


(b)                                 if the Shareholder is
an individual, to a member of such Shareholder’s immediate family, which shall
include such Shareholder’s parents, spouse, siblings, children or grandchildren
and their respective lineal descendants (“Family Members”) or a trust,
corporation or limited liability company or partnership, all of the beneficial
interests in which shall be held by the Shareholder or one or more Family
Members and upon the death of such Shareholder, through testamentary or intestate
disposition (in each case, an “Individual Permitted Transferee”);


 


(c)                                  pursuant to a Public
Offering; or


 


(d)                                 pursuant to a merger,
consolidation or other business combination involving the Company or any of its
Subsidiaries, or a sale of all or substantially all of the outstanding shares
of Common Stock with a third party not an Affiliate of the Company or any one
or more of the Shareholders.


 


SECTION 3.3  Endorsement of Certificates.


 


(a)                                  Upon the execution of
this Agreement, in addition to any other legend which the Company may deem
advisable under the Securities Act and certain state securities laws, all
certificates representing shares of issued and outstanding Common Stock and
Preferred Stock shall be endorsed at all times prior to any Qualified Public
Offering as follows:


 


THIS CERTIFICATE IS SUBJECT TO, AND IS TRANSFERABLE ONLY UPON
COMPLIANCE WITH, THE PROVISIONS OF A STOCKHOLDERS’ AGREEMENT, AMONG THE COMPANY
AND ITS STOCKHOLDERS.  A COPY OF THE
ABOVE-REFERENCED AGREEMENT IS ON FILE AT THE PRINCIPAL OFFICE OF THE COMPANY.


 

















 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD EXCEPT PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT, OR AN EXEMPTION FROM REGISTRATION, UNDER SAID
ACT.


 


(b)                                 Except as otherwise
expressly provided in this Agreement, all certificates or other instruments
representing shares of Common Stock or Preferred Stock hereafter issued to or
acquired by any of the Shareholders or their successors, assigns or transferees
(including, without limitation, all certificates representing shares of Common
Stock hereafter issued upon the exercise of any Contingent Right) shall bear
the legends set forth above (unless the Company’s counsel advises that the
legend relating to the Securities Act is not required), and the shares of
Common Stock or Preferred Stock represented by such certificates or instruments
shall be subject to the applicable provisions of this Agreement.  The obligations of each party hereto shall
be binding upon each transferee to whom shares of Common Stock or Preferred
Stock are transferred by any party hereto, whether or not such transfer is
permitted under the terms of this Agreement, except for transfers pursuant to a
Public Offering.  Prior to consummation
of any transfer, except for transfers pursuant to a Public Offering, such party
shall cause the transferee to execute a Transferee Agreement pursuant to which
such transferee shall agree to comply with the terms of this Agreement and
shall become bound by this Agreement. 
Prompt notice shall be given to the Company and each Shareholder by the
transferor of any transfer (whether or not to a Permitted Transferee) of any
Common Stock or Preferred Stock.


 


(c)                                  Whenever the
restrictions imposed by this Agreement shall terminate as to any particular
shares of Common Stock or Preferred Stock (including pursuant to Section 6
hereof), the holder thereof shall be entitled to receive from the Company,
without expense, upon delivery to the Company of the existing certificate
representing shares of Common Stock or Preferred Stock, a new certificate not
bearing the respective legends otherwise required pursuant to this Section 3.3.


 


SECTION 3.4 
Improper Transfer.  Any attempt to transfer or encumber any
shares of Common Stock or Preferred Stock other than in accordance with the
terms of this Agreement shall be null and void and neither the Company nor any
transfer agent of such securities shall give any effect to such attempted
transfer or encumbrance in its stock records.


 


SECTION
4.   Rights of First Refusal; Tag Along Sales; New
Securities.


 


SECTION 4.1  Transfers By Certain Shareholders.


 


(a)                                  Except in the case of
(i) transfers to a Permitted Transferee, (ii) transactions which are
otherwise permitted by Section 3.2, (iii) transactions which are subject
to Sections 4.5, 4.7, 5.1 and 5.2, if at any time prior to the seventh
anniversary of


 

















 


the date hereof, any
Shareholder (other than the KPS Funds) shall desire to sell or otherwise
transfer any Common Stock or Preferred Stock owned by it and shall receive a
purchase offer therefor from a bona fide third party (such Shareholder desiring
to sell or transfer shares of such Common Stock or Preferred Stock being
referred to herein as a “Selling Shareholder”), then such Selling Shareholder
shall promptly deliver written notice of its intention to sell or transfer such
Capital Stock (a “Notice of Intention”), accompanied by a copy of the purchase
offer relating to such proposed sale (the “Sale Proposal”), to the KPS Funds
and to the Company, setting forth such Selling Shareholder’s desire to make
such sale, the number and class of shares of Common Stock or Preferred Stock
proposed to be transferred (the “Offered Securities”), and offering the price
of the Offered Securities (the “First Offer Price”) and other terms applicable
thereto.  In addition, the Selling
Shareholder shall not sell, transfer or assign the Offered Securities under
this Section 4.1(a) without the prior written consent of the KPS Funds, which
consent shall not be unreasonably withheld or delayed (it being understood that
the Selling Shareholder may seek to obtain such consent from the KPS Funds
before seeking to sell or otherwise transfer Common Stock or Preferred Stock
under this Section 4.1(a)).


 


(b)                                 Except in the case of
(i) transfers to a Permitted Transferee, (ii) transactions which are
otherwise permitted by Section 3.2, (iii) transactions which are subject
to Sections 4.5, 4.7, 5.1 and 5.2, if at any time subsequent to the seventh anniversary
of the date hereof, any Selling Shareholder shall desire to sell or otherwise
transfer any Offered Securities, then such Selling Shareholder shall promptly
deliver a Notice of Intention, accompanied by a copy of the Sale Proposal, to
the KPS Funds and to the Company, setting forth such Selling Shareholder’s
desire to make such sale, the number and class of shares of Offered Securities,
and the First Offer Price and other terms applicable thereto.


 


(c)                                  Upon receipt of a
Notice of Intention, the Company and the KPS Funds shall then have the right to
elect to purchase at the First Offer Price and on the other terms specified in
the Sale Proposal, all of the Offered Securities in the following order of
priority:  First, the KPS Funds
shall have the right to purchase the Offered Securities (unless such Offered
Securities are ESOP Securities, in which case, the Company shall have the right
to purchase such ESOP Securities), and thereafter, the Company shall
have the right to purchase the Offered Securities.  The rights of the KPS Funds and the Company pursuant to this
Section 4.1(c) shall be exercisable by the delivery of notice to the Selling
Shareholder (the “Notice of Exercise”), within 15 calendar days from the date
of delivery of the Notice of Intention or such shorter period as may be
required by law.  A copy of such Notice
of Exercise shall also be delivered by the KPS Funds (or the Company, as the
case may be) to the other Shareholders. 
The rights of the KPS Funds and the Company pursuant to this
Section 4.1(c) shall terminate if unexercised 15 calendar days after the
date of delivery of the Notice of Intention.


 


(d)                                 In the event that the
KPS Funds or the Company exercise their respective rights to purchase all of
the Offered Securities in accordance with Section 4.1(c), then the Selling
Shareholder must sell such Offered Securities to the KPS Funds (or, as the case
may be, the Company), and the KPS Funds (or, as the case may be, the Company)
shall purchase such Offered Securities, within 30 calendar days after the date


 

















 


of delivery of the Notice of
Exercise received by the Selling Shareholder, at the First Offer Price in cash
and on the other terms specified in the Sale Proposal; provided,
however, that such 30 day period may be extended for a reasonable time not to
exceed 60 days to the extent reasonably necessary to comply with any filing
requirements under Hart-Scott-Rodino Antitrust Improvement Act of 1976, as
amended (the “HSR Act”) or to obtain any necessary consents.  To the extent that the First Offer Price was
to be paid in the form of consideration other than cash, the Board of Directors
shall in good faith determine the fair market value of such consideration at
the time of the Sale Proposal.


 


(e)                                  For purposes of this
Section 4.1, any Person who has failed to give notice of the election of an
option hereunder within the specified time period will be deemed to have waived
its rights with respect thereto on the day immediately following the last day
of such period.


 


SECTION 4.2  Transfer of Offered Securities to Third
Parties. 
If all notices required to be given pursuant to Section 4.1 have been
duly given and the KPS Funds and/or the Company do not exercise their
respective options to purchase all of the Offered Securities, then the Selling
Shareholder shall have the right, subject to compliance by the Selling
Shareholder with the provisions of Section 3.3(b) hereof for a period of 90
calendar days from the earlier of (i) the
expiration of the option period pursuant to Section 4.1 with respect to such
Sale Proposal or (ii) the date on which such
Selling Shareholder receives notice from the KPS Funds and/or the Company that
they will not exercise in whole the options granted pursuant to
Section 4.1, to sell the Offered Securities to such third party at a price
of not less than the First Offer Price, and on the other terms specified in the
Sale Proposal.  Notwithstanding the
foregoing, no Selling Shareholder may transfer Offered Securities under this
Section 4.2 prior to the seventh anniversary of the date hereof unless it has
complied with Section 4.1(a).


 


SECTION 4.3  Purchase of Offered Securities.  Prior to the consummation of any sale
pursuant to Section 4.2, the Selling Shareholder shall comply with Section
3.3(b) hereof.  Upon the consummation of
any such purchase and sale, the Selling Shareholder shall deliver certificates
evidencing the Offered Securities sold, duly endorsed, or accompanied by
written instruments of transfer in form satisfactory to the purchaser duly
executed by the Selling Shareholder free and clear of any liens, against
delivery of the First Offer Price by certified or bank check.


 


SECTION 4.4  Waiting Period with Respect to Subsequent
Transfers. 
In the event that the KPS Funds and/or the Company do not exercise their
options to purchase all of the Offered Securities, and the Selling Shareholder
shall not have sold the Offered Securities to a third party for any reason
before the expiration, of the 90-day period described in Section 4.2, then such
Selling Shareholder shall not give another Notice of Intention pursuant to
Section 4.1 until the expiration of a period of 180 calendar days after the
last day of such 90-day period.


 


SECTION 4.5 
Tag-Along Rights.  (a) 
Except in the case of transfers to a Permitted Transferee or which are
otherwise permitted by Section 3.2, if the KPS Funds acting individually or in
concert (the “Selling Funds”) sells or otherwise transfers Capital


 

















 


Stock (other than transfers to
a Permitted Transferee pursuant to Section 3.2) in an amount equal to or
greater than $2,000,000, in any one transaction or series of related
transactions, then the Selling Funds shall refrain from effecting such
transaction unless, prior to the consummation thereof, each other Shareholder
shall have been afforded the opportunity to join in such sale as hereinafter
provided in this Section 4.5.


 


(b)                                 Prior to consummation
of any such sale, disposition or transfer of shares of Capital Stock described
in Section 4.5(a), the Selling Funds shall cause the Person or group that
proposes to acquire such shares (the “Proposed Purchaser”) to offer in writing
(“Purchase Offer”) to each other Shareholder to purchase shares of Common Stock
or Preferred Stock, as the case may be, owned by such Shareholder, such that
the number of shares of Common Stock or Preferred Stock, as the case may be, so
offered to be purchased from such Shareholder shall be equal to the product
obtained by multiplying the aggregate number of shares of Common Stock or
Preferred Stock, as the case may be, proposed to be purchased by the Proposed
Purchaser by such Shareholder’s applicable Pro Rata Share.  If the Purchase Offer is accepted by one or
more of such Shareholders, then the number of shares of Common Stock or
Preferred Stock, as the case may be, to be sold to the Proposed Purchaser by
the Selling Funds shall be reduced by the aggregate number of shares of Common
Stock or Preferred Stock, as the case may be, to be purchased by the Proposed
Purchaser from such other Shareholders pursuant thereto.  Such purchase shall be made at the highest
price per share and otherwise on the same terms and conditions as the Proposed
Purchaser shall have offered to purchase shares of Common Stock or Preferred
Stock, as the case may be, to be sold by the Selling Funds.  The Purchase Offer shall set forth such
terms and conditions and identify the Proposed Purchaser and any Person that
controls the Proposed Purchaser.  Each
Shareholder shall have 15 calendar days from the date of receipt of the Purchase
Offer in which to accept such Purchase Offer (and, in the case of any such
Shareholder holding Contingent Rights, to exercise such Contingent Rights and
receive the shares of Common Stock which it is entitled to purchase upon such
exercise, in order to participate in such Purchase Offer), and such acceptance
shall be binding and irrevocable.  The
closing of such purchase shall occur not later than 30 days after such
acceptance; provided, however, that such 30 calendar day period may be extended
for a reasonable time not to exceed 60 days to the extent reasonably necessary
to comply with any filing requirements under the HSR Act or to obtain any
necessary consents.  In the event that a
sale or other transfer subject to this Section 4.5 is to be made to a Proposed
Purchaser who is not a Shareholder, the Selling Funds shall notify the Proposed
Purchaser that the sale or other transfer is subject to Section 3.3 and this
Section 4.5 and shall ensure that no sale or other transfer is consummated
without the Proposed Purchaser first complying with this Section 4.5.


 


SECTION 4.6  Right of First Refusal for New Securities.  (a)  The
Company hereby grants to each of the Shareholders a right of first refusal to
purchase any New Securities (as defined below) which the Company may, from time
to time, propose to issue and sell. 
Such right of first refusal shall allow each Shareholder to purchase its
Common Pro Rata Share (determined immediately prior to such issuance and sale
of New Securities) of the New Securities proposed to be issued.  In the event a Shareholder does not purchase
any or all of its Common Pro Rata Share of New Securities, each of the


 

















 


remaining Shareholders shall
have the right to purchase its Common Pro Rata Share (determined at such
time) of such unpurchased New Securities until all of the New Securities are
purchased or until no other Shareholder desires to purchase any additional New
Securities.  The right of first refusal
granted hereunder shall terminate if unexercised within 15 calendar days after
receipt of the notice described in Section 4.6(c) below.


 


(b)                                 “New Securities” shall
mean any authorized but unissued shares, and any treasury shares, of Common
Stock or any other capital stock of the Company and all rights, options or
warrants to purchase Common Stock or any other capital stock, and securities of
any type whatsoever that are, or may become, convertible into Common Stock or
any other capital stock; provided, however, that the term “New
Securities” does not include (i) any securities
outstanding on the date hereof which have not been subsequently repurchased,
redeemed or otherwise reacquired by the Company; (ii) the
issuance of any shares of Common Stock upon the exercise of any outstanding
Contingent Right; (iii) employee stock
ownership plans, stock options, or other rights to purchase or acquire shares
of Common Stock, or “phantom” stock or stock appreciation rights, granted
pursuant to any stock option plan or other plan adopted for the benefit of
officers, directors and employees of the Company and its Subsidiaries, and shares
of Common Stock issued upon the exercise of such options or rights or otherwise
issued pursuant to any such plan; (iv) securities
issued pursuant to any acquisition of another Person, business or line or
operating unit of any business by the Company or its Subsidiaries by merger,
consideration, stock purchase, purchase of assets or other transaction; (v) shares of Common Stock issued pursuant to any
stock split or stock dividend; and (vi) shares
of Common Stock issued pursuant to any Public Offering.


 


(c)                                  In the event that the
Company proposes to undertake an issuance of New Securities, it shall give each
Shareholder written notice of its intention (“New Issue Notice”), describing
the class and number of shares of Common Stock it intends to issue as New
Securities, the purchase price therefor (which shall be payable solely in
cash), the terms upon which the Company proposes to issue the same, including
the current fair market value of each share of Common Stock on the date such
New Issue Notice is given.  Each
Shareholder shall have 15 calendar days from the date the New Issue Notice is
received by it to determine whether to purchase all or any portion of the
Shareholder’s Common Pro Rata Share of such New Securities for the purchase
price and upon the terms specified in the New Issue Notice by giving written
notice to the Company, stating therein the quantity of New Securities to be
purchased, including the amount of New Securities in excess of its Common Pro
Rata Share it is willing to purchase in the event the other Shareholders elect
to purchase less than their Common Pro Rata Share.  A Shareholder’s election to purchase New Securities shall be
binding and irrevocable.


 


SECTION 4.7 
Drag-Along Rights.  (a) 
If the KPS Funds desire to sell or transfer more than 10% of the Common
Stock or Preferred Stock held by the KPS Funds (the “KPS Sale”) to a third
party (“Acquiror”) not an Affiliate of the KPS Funds, or to effect a sale of
all or substantially all of the assets of the Company and its subsidiaries on a
consolidated basis, then the KPS Funds shall have the right, subject to all of
the provisions of this Section 4.7 (“Drag-Along Right”) and to the extent
permitted by


 

















 


applicable law, to require each
of the other Shareholders to (a) if such KPS Sale is structured as a sale
of Capital Stock, sell, transfer and deliver or cause to be sold, transferred
and delivered to such Acquiror the same percentage of Common Stock or Preferred
Stock owned by such Shareholders, or (b) if such KPS Sale is structured as
a merger, consolidation, sale of all or substantially all assets or other
transaction requiring the consent or approval of the Company’s stockholders,
vote such Shareholder’s shares of Voting Stock in favor thereof, and otherwise
consent to and raise no objection to such transaction, and waive any
dissenters’ rights, appraisal rights or similar rights which such Shareholder
may have in connection therewith; and, in any such event, subject to the
provisions of subsection (c) of this Section 4.7, each such other Shareholder
shall agree to and shall be bound by the same terms, provisions and conditions
in respect of the KPS Sale as are applicable to the Shareholders.  The provisions of Sections 4.1 through
4.5, inclusive, shall not apply to any transaction to which this Section 4.7
applies to the extent the KPS Funds shall have in fact exercised their
“Drag-Along Right” under this Section 4.7.


 


(b)                                 If the KPS Funds
desire to exercise their Drag-Along Rights, they shall give written notice to
the other Shareholders (“Drag-Along Notice”) of the KPS Sale, setting forth the
name and address of the Acquiror, the date on which such transaction is
proposed to be consummated (which shall be not less than 15 calendar days after
the date such Drag-Along Notice is given) and the proposed amount of
consideration and copies of any form of agreement proposed to be included by
the KPS Funds and the other Shareholders. 
The KPS Funds shall not be entitled to exercise their Drag-Along Rights
under this Section 4.7 unless all of the consideration to be paid to the other
Shareholders is in the form of cash or readily marketable securities or as the
other Shareholders shall reasonably agree.


 


(c)                                  The obligations of
the Shareholders in respect of a KPS Sale under this Section 4.7 are subject to
the satisfaction of the following conditions:  (i) upon the consummation of the
KPS Sale, each Shareholder shall have the right to receive the same form of
consideration and the Pro Rata Share of consideration paid to each respective
class of Capital Stock in the transaction; (ii) if
any Shareholder is given an option as to the form and amount of consideration
to be received, each other Shareholder will be given the same option with
respect to its applicable Pro Rata Share; and (iii) each
holder of then currently exercisable Contingent Rights will be given a
reasonable opportunity to exercise such Contingent Rights prior to the
consummation of the KPS Sale and thereby to participate in the KPS Sale as a
holder of Capital Stock.


 


SECTION 5.   Registration
Rights.


 


SECTION 5.1  Piggyback Registrations.


 


(a)                                  If the Company at any
time proposes to register any of its equity securities under the Securities Act
(other than a registration on Form S-4 or S-8 or any successor or similar
forms thereto), whether or not for sale for its own account, on a form and in a
manner that would permit registration of Registrable Securities for sale to the
public under the Securities Act, it will give written notice to all the holders
of


 

















 


Registrable Securities promptly
of its intention to do so, describing such securities and specifying the form
and manner and the other relevant facts involved in such proposed registration,
including, without limitation, (x) the intended method of disposition of
the securities offered, including whether or not such registration will be
effected by means of a firm commitment underwriting through a nationally
recognized underwriter (an “Underwritten Offering”) or on a “best efforts”
basis, and, in any case, the identity of the managing underwriter, if any, and
(y) the public offering price at which the Registrable Securities are
reasonably expected to be sold.  Upon
the written request of any such holder of Registrable Securities delivered to
the Company within 30 calendar days after the receipt of any such notice (which
request shall specify the Registrable Securities intended to be disposed of by
such holder), the Company will use its best efforts to effect the registration
under the Securities Act of all of the Registrable Securities that the Company
has been so requested to register; provided, however, that:


 


(i)  if, at any time after giving such written
notice of its intention to register any securities and prior to the effective
date of the registration statement filed in connection with such registration,
the Company shall determine for any reason not to register such securities, the
Company may, at its election, give written notice of such determination to each
holder of Registrable Securities who shall have made a request for registration
as hereinabove provided and thereupon the Company shall be relieved of its
obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the Registration Expenses in
connection therewith); and


 


(ii)  if such registration involves an
Underwritten Offering, all holders of Registrable Securities requesting to be
included in the Company’s registration must sell their Registrable Securities
to the underwriters selected by the Company on the same terms and conditions as
apply to the Company except as otherwise specifically provided in this Section
5.


 


(b)                                 The Company shall not
be obligated to effect any registration of Registrable Securities under this
Section 5.1 incidental to the registration of any of its securities in
connection with mergers, acquisitions, convertible securities, exchange offers,
dividend reinvestment plans, employee stock ownership plans or stock option or
other employee benefit plans.


 


(c)                                  If a registration
pursuant to this Section 5.1 involves an Underwritten Offering and the
managing underwriter advises the issuer that, in its opinion, the number of
securities proposed to be included in such registration should be limited due
to market conditions, then the Company will include in such registration
(i) first, the securities the Company proposes to sell and
(ii) second, the number of Registrable Securities requested by holders
thereof to be included in such registration that, in the opinion of such
managing underwriter, can be sold, such amount to be allocated among all such
holders of Registrable Securities pro rata on the basis of the respective
number of Registrable Securities each such holder has requested to be included
in such registration.


 

















 


(d)                                 In connection with any
Underwritten Offering with respect to which holders of Registrable Securities
shall have requested registration pursuant to this Section 5.1, the
Company shall have the right to select the managing underwriter with respect to
the offering; provided that such managing underwriter shall be
reasonably acceptable to the KPS Funds.


 


(e)                                  The Company will pay
all Registration Expenses incurred in connection with each of the registrations
of Registrable Securities effected by it pursuant to this Section 6.1.


 


SECTION 5.2  Demand Registrations.


 


(a)                                  Request.  At any time after the earlier of (i) the
180th day following an Initial Public Offering and (ii) the second anniversary
hereof, the KPS Funds (the “Requesting Party”) shall have the right to make
three written requests that the Company effect the registration under the
Securities Act of all or part of their Registrable Securities.  Subject to Sections 5.2(g) and (h), the
Company will promptly (and in any event within 10 business days) give written
notice of such requested registration to all other Shareholders holding
Registrable Securities and offer such other Shareholders the opportunity to
register such amount of their Registrable Securities as such Shareholders may
request.  The Company will thereupon
file a registration statement with respect to, and use its best efforts to make
effective, at the earliest possible date, the registration under the Securities
Act, including, without limitation, by means of a shelf registration pursuant
to Rule 415 under the Securities Act if so requested in such request (but
only if the Company is then eligible to use such a shelf registration), of:


 


(i)                                     the
Registrable Securities which the Company has been so requested to register by
the Requesting Party, and


 


(ii)                                  all
other Registrable Securities which the Company has been requested to register
by the other Shareholders holding Registrable Securities (such Shareholders
together with the Requesting Party hereinafter are referred to as the “Selling
Shareholders”) by written request given to the Company within 10 business days
after the giving of such written notice by the Company, all to the extent
requisite to permit the disposition of the Registrable Securities so to be
registered.


 


(b)                                 Registration of
Other Securities.  Whenever the
Company shall effect a registration pursuant to this Section 5.2, it may
elect to include unissued shares of Common Stock.


 


(c)                                  Registration
Statement Form.  Registrations under
this Section 5.2 shall be on such appropriate registration form of the Commission
as shall be reasonably selected by the KPS Funds.


 


(d)                                 Effective
Registration Statement.  A
registration requested pursuant to this Section 5.2 shall not be deemed to have
been effected (i) unless a registration statement with respect thereto has
become effective and remained effective in


 

















 


compliance with the provisions
of the Securities Act with respect to the disposition of all Registrable
Securities covered by such registration statement until such time as all of
such Registrable Securities have been disposed of in accordance with the
intended methods of disposition by the seller or sellers thereof set forth in
such registration statement (unless the failure to so dispose of such
Registrable Securities shall be caused solely by reason of a failure on the
part of the Selling Shareholders); provided, that, except with respect
to any registration statement filed pursuant to Rule 415 under the Securities
Act, such period need not exceed nine months, (ii) if after it has become
effective, such registration is interfered with by any stop order, injunction
or other order or requirement of the Commission or other governmental agency or
court for any reason not attributable solely to the Selling Shareholders and
has not thereafter become effective, or (iii) if the conditions to closing
specified in the underwriting agreement, if any, entered into in connection
with such registration are not satisfied or waived, other than solely by reason
of a failure on the part of the Selling Shareholders.


 


(e)                                  Selection of
Underwriters.  If the Company or the
Requesting Party desire to engage an underwriter or underwriters with respect
to an offering of the Registrable Securities so to be registered, such
underwriter shall be selected by the KPS Funds and shall be reasonably
acceptable to the Company.


 


(f)                                    Priority in
Requested Registration. If the managing underwriter of any underwritten
offering shall advise the Company (and the Company shall so advise each Selling
Shareholder of such advice) that, in its opinion, the number of securities
requested to be included in such registration exceeds the number which can be
sold in such offering; then the Company will include in such registration, to
the extent of the number of Registrable Securities which the Company is so advised
can be sold in (or during the time of) such offering at a price reasonably
acceptable to the KPS Funds (i) first, the number of Registrable
Securities requested to be registered by the Investor Group allocated pro rata
on the basis of the respective number of Registrable Securities each such
holder has requested to be included in such registration and (ii) second,
the Registrable Securities the Company proposes to sell.


 


(g)                                 Limitations on
Registration on Request. In no event shall the KPS Funds collectively, have
the right to request registration pursuant to Section 6.2 more than three
times and the KPS Funds shall not have the right to request registration
pursuant to this Section 5.2 within 180 days following the effective date
of a registration statement filed by the Company.


 


(h)                                 Company Delay.  Notwithstanding anything herein to the
contrary, if, after a Requesting Party has given a written request under
Section 5.2(a), the Board of Directors of the Company shall determine in
its good faith judgment that the filing or continued effectiveness of such
registration statement would be undesirable and would interfere with any
material financing, investment, acquisition or other transaction then under
consideration or would reasonably in the judgment of the Board of Directors of
the Company adversely affect the interests of the Company, the Company may
decide to delay or discontinue, as the case may be, the registration of such
Registrable Securities, and if the Board of Directors of the Company makes such
determination, the


 

















 


Company shall give written
notice of such determination to each Selling Shareholder.  Such delay or discontinuance shall be for
the period the Company determines on the basis provided above in good faith is
necessary or desirable, but in no event greater than six months in any
12 calendar month period.  The
Company shall notify the Requesting Party of the expiration of the period of
delay or discontinuance.  Following such
delay or discontinuance, the Company shall promptly cause the Registrable
Securities to be registered unless, within 15 days of receipt of notice
from the Company, the Requesting Party withdraws its written request made
pursuant to Section 5.2(a), in which case, such written request will not
be considered a request for registration for the purposes of
Section 5.2(g).


 


(i)                                     Expenses.  The Company will pay all Registration
Expenses incurred in connection with any registration of Registrable Securities
effected pursuant to this Section 5.2.


 


(j)                                     Holdback
Agreements.  Each Shareholder
agrees, if so required by the managing underwriter for any Public Offering
pursuant to this Agreement, not to effect any sale or distribution of any
equity securities of the Company or securities convertible into or exchangeable
or exercisable for equity securities of the Company issued after the date
hereof, including any sale under Rule 144 under the Securities Act, during
the 15 days prior to the date on which such Public Offering becomes effective
and until 180 days after the effective date of such Public Offering, except as
part of such Public Offering, or to the extent that such Shareholder is
prohibited by applicable law from agreeing to withhold securities from sale or
is acting in its capacity as a fiduciary or an investment adviser.  Without limiting the scope of the term
“fiduciary,” a Shareholder shall be deemed to be acting as a fiduciary or an
investment adviser if its actions or the securities proposed to be sold are
subject to the Employee Retirement Income Security Act of 1974, as amended, the
Investment Company Act of 1940, as amended, or the Investment Advisers Act of
1940, as amended, or if such securities are held in a separate account under
applicable insurance law or regulation.


 


The Company agrees (i) not to effect any
Public Offering or distribution of any equity securities of the Company or
securities convertible into or exchangeable or exercisable for equity
securities of the Company, during the 15 days prior to the date on which any
Public Offering pursuant to Sections 5.1(a) or 5.2(a) hereof has become
effective and until 180 days after the effective date of such Public Offering,
except as part of such Public Offering, and (ii) to cause each holder of
any equity securities, or securities convertible into or exchangeable or
exercisable for equity securities, in each case, acquired from the Company at
any time on or after the date of this Agreement (other than in a Public
Offering), to agree not to effect any Public Offering or distribution of such
securities during such period.


 


SECTION 5.3  Registration Procedures.


 


(a)                                  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
Section 5.1 or Section 5.2 the Company will, as expeditiously as possible:


 


(i)  prepare and, in any event within
120 calendar days after the end of the period within which requests for
registration may be given to the Company, file with the Commission a
registration statement with respect to such Registrable Securities and use its
best efforts to cause such registration statements to become and remain
effective; provided that as far in advance as practical before filing
such registration statement or any amendment thereto, the Company will furnish
to the Shareholders that (whether pursuant to Section 5.1 or 5.2) have
requested to have Registrable Securities included in such registration
(“Requesting Shareholders”) copies of reasonably complete drafts of all such
documents proposed to be filed (including exhibits), and any such holder shall
have the opportunity to object to any information pertaining solely to such
holder that is contained therein and the Company will make the corrections
reasonably requested by such holder with respect to such information prior to
filing any such registration statement or amendment and, provided, further
that the Company may discontinue any registration of its securities that is
being effected pursuant to Section 5.1 at any time prior to the effective date
of the registration statement relating thereto;


 


(ii)  prepare and file with the Commission such
amendments (including post-effective 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 such period as
may be requested by the holders of Registrable Securities being registered
thereby, but not exceeding nine months except with respect to any registration
filed under Section 5.2 pursuant to Rule 415 under the Securities
Act, and to comply with the provisions of the Securities Act with respect to
the disposition of all Common Stock 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;


 


(iii)  furnish to each holder of Registrable
Securities covered by the registration statement and to each underwriter, if
any, of such Registrable Securities, such number of copies of a prospectus and
preliminary prospectus for delivery in conformity with the requirements of the
Securities Act, and such other documents, as such Person may reasonably
request, in order to facilitate the public sale or other disposition of the
Registrable Securities;


 


(iv)  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 holder of
Registrable Securities shall reasonably request, and do any and all other acts
and things which may be reasonably necessary or advisable to enable such holder
of Registrable Securities to consummate the disposition of the Registrable
Securities owned by such holder of Registrable Securities in such
jurisdictions, except that the


 

















 


Company shall not for any such purpose be required (A) to qualify
to do business as a foreign corporation in any jurisdiction where, but for the
requirements of this Section 5.3(a)(iv), it is not then so qualified, or
(B) to subject itself to taxation in any such jurisdiction, or (C) to
take any action which would subject it to general or unlimited service of
process in any such jurisdiction where it is not then so subject;


 


(v)  use its best efforts to cause such
Registrable Securities covered by such registration statement to be registered
with or approved by such other governmental agencies or authorities as may be
necessary to enable the holders of Registrable Securities to consummate the
disposition of such Registrable Securities;


 


(vi)  immediately notify each seller of
Registrable Securities covered by such registration statement, at any time when
a prospectus relating thereto is required to be delivered under the Securities
Act within the appropriate period mentioned in Section 5.3(a)(ii), if the
Company becomes 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 any 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, at the request of any such seller, deliver 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;


 


(vii)  otherwise use its best efforts to comply
with all applicable rules and regulations of the Commission and make generally
available to its security holders, in each case as soon as practicable, but not
later than 60 calendar days after the close of the period covered thereby
(90 calendar days in case the period covered corresponds to a fiscal year
of the Company), an earnings statement of the Company which will satisfy the
provisions of Section 11(a) of the Securities Act;


 


(viii)  use its best efforts in cooperation with the
underwriters to list such Registrable Securities on each securities exchange as
they may reasonably designate;


 


(ix)  provide a transfer agent and registrar for
all such Registrable Securities not later than the effective date of such
registration statement;


 


(x)  in the event such registration is effected
through an Underwritten Offering, use its best efforts to obtain a “cold
comfort” letter from the independent public accountants for the Company in
customary form and


 

















 


covering such matters of the type customarily covered by such letters
as the holders of Registrable Securities requesting registration may reasonably
request in order to effect an underwritten public offering of such Registrable
Securities;


 


(xi)  execute and deliver all instruments and
documents (including in an Underwritten Offering an underwriting agreement in
customary form) and take such other actions and obtain such certificates and
opinions as the holders of Registrable Securities requesting registration may
reasonably request in order to effect an underwritten public offering of such
Registrable Securities;


 


(xii)  promptly notify each Requesting Shareholder
and the underwriter or underwriters, if any:


 


(A)                              when such registration
statement or any prospectus used in connection therewith, or any amendment or
supplement thereto, has been filed and, with respect to such registration
statement or any post-effective amendment thereto, when the same has become
effective;


 


(B)                                of any written comments
from the Commission with respect to any filing referred to in clause (A)
and of any written request by the Commission for amendments or supplements to
such registration statement or prospectus;


 


(C)                                of the notification to
the Company by the Commission of its initiation of any proceeding with respect
to the issuance by the Commission of, or of the issuance by the Commission of,
any stop order suspending the effectiveness of such registration statement; and


 


(D)                               of the receipt by the
Company of any notification with respect to the suspension of the qualification
of any Registrable Securities for sale under the applicable securities or blue
sky laws of any jurisdiction;


 


(xiii)  furnish to each Requesting Shareholder a
signed counterpart, addressed to such holder (and the underwriters, if any), of
an opinion of counsel for the Company, dated the effective date of such
registration statement (or, if such registration includes an underwritten
Public Offering, dated the date of any closing under the underwriting
agreement), covering substantially the same matters with respect to such
registration statement (and the prospectus included therein) as are customarily
covered in opinions of issuer’s counsel delivered to the underwriters in
underwritten Public Offerings of securities; and


 


(xiv)  make available for inspection by the
Requesting Shareholder, any underwriter participating in any disposition
pursuant to such registration statement and any attorney, accountant or other
agent retained by any such seller or underwriter (collectively, the
“Inspectors”), all financial and other


 

















 


records, pertinent corporate documents and properties of the Company
(collectively, the “Records”) as shall be reasonably necessary to enable them
to exercise their due diligence responsibility, and cause the Company’s
officers, directors and employees to supply all information reasonably
requested by any such Inspector in connection with such registration statement,
and permit the Inspectors to participate in the preparation of such
registration statement and any prospectus contained therein and any amendment
or supplement thereto to the extent they reasonably request.  The seller of Registrable Securities agrees
by acquisition of such Registrable Securities that it will, upon learning that
disclosure of such Records is sought in a court of competent jurisdiction, give
notice to the Company and allow the Company, at the Company’s expense, to
undertake appropriate action to prevent disclosure of the Records deemed
confidential.


 


(b)                                 It shall be a
condition precedent to the obligation of the Company to take any action
pursuant to this Section 5 in respect of Registrable Securities that each
holder requesting registration thereof shall furnish to the Company such
information regarding the Registrable Securities held by such holder and the
intended method of disposition thereof as the Company shall reasonably request
and as shall be required in connection with the action taken by the Company.


 


(c)                                  Each holder of
Registrable Securities will, upon receipt of any notice from the Company of the
happening of any event of the kind described in Section 5.3(a)(vi),
forthwith discontinue disposition of the Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by
Section 5.3(a)(vi).


 


(d)                                 If a registration
pursuant to Section 5.1 or Section 5.2 involves an Underwritten
Offering, each holder of Registrable Securities agrees, whether or not such
holders’ Registrable Securities are included in such registration, not to
effect any public sale or distribution, including any sale pursuant to
Rule 144 under the Securities Act, of any Registrable Securities, or of
any security convertible into or exchangeable or exercisable for any
Registrable Securities (other than as part of such Underwritten Offering),
without the consent of the managing underwriter, during a period commencing
seven calendar days before and ending 180 calendar days (or such lesser
number as the managing underwriter shall designate) after the effective date of
such registration.


 


(e)                                  If a registration
pursuant to Section 5.1 or Section 5.2 involves an Underwritten
Offering, the Company agrees, if so required by the managing underwriter, not
to effect any public sale or distribution of any of its equity or debt
securities, as the case may be, or securities convertible into or exchangeable
or exercisable for any of such equity or debt securities, as the case may be,
during a period commencing seven calendar days before and ending
180 calendar days after the effective date of such registration, except
for such Underwritten Offering or except in connection with a stock option
plan, stock purchase plan, employee stock ownership plan, savings or similar
plan, or an acquisition, merger or exchange offer.


 

















 


(f)                                    If a registration
pursuant to Section 5.1 or Section 5.2 involves an Underwritten
Offering, any holder of Registrable Securities requesting to be included in
such registration may elect, in writing, prior to the effective date of the
registration statement filed in connection with such registration, not to
register such securities in connection with such registration, unless such
holder has agreed with the Company or the managing underwriter to limit its
rights under this Section 5.3.


 


(g)                                 It is understood that
in any Underwritten Offering in addition to any shares of Common Stock (the
“initial shares”) the underwriters have committed to purchase, the underwriting
agreement may grant the underwriters an option to purchase up to a number of
additional authorized but unissued shares of Common Stock (the “option shares”)
equal to 15% of the initial shares (or such other maximum amount as the NASD
may then permit), solely to cover over-allotments.  Shares of Common Stock proposed to be sold by the Company and the
other sellers shall be allocated between initial shares and option shares as
agreed or, in the absence of agreement, pursuant to Section 5.1(c) and
5.2(f), as the case may be.


 


SECTION 5.4  Indemnification.  (a)   In the event of any registration of any
securities under the Securities Act pursuant to Section 5.1 or
Section 5.2 hereof, the Company will, and it hereby agrees to, indemnify
and hold harmless, to the extent permitted by law, each seller of any
Registrable Securities covered by such registration statement, its directors,
officers, employees, limited partners, partners and agents, each Person who participates
as an underwriter in the offering or sale of such securities and each other
Person, if any, who controls such seller or underwriter within the meaning of
the Securities Act, as follows:


 


(i)  against any and all loss, liability, claim,
damage or expense whatsoever arising out of or based upon an untrue statement
or alleged untrue statement of a material fact contained in any registration
statement (or any amendment or supplement thereto), including all documents
incorporated therein by reference, or the omission or alleged omission
therefrom of a material fact required to be stated therein or necessary to make
the statements therein not misleading, or arising out of an untrue statement or
alleged untrue statement of a material fact contained in any preliminary
prospectus or prospectus (or any amendment or supplement thereto) or the
omission or alleged omission therefrom of a material fact necessary in order to
make the statements therein not misleading;


 


(ii)  against any and all loss, liability, claim,
damage and expense whatsoever to the extent of the aggregate amount paid in
settlement of any litigation, or investigation or proceeding by any
governmental agency or body, commenced or threatened, or of any claim
whatsoever based upon any such untrue statement or omission, or any such
alleged untrue statement or omission, if such settlement is effected with the
written consent of the Company; and


 


(iii)  against any and all expense reasonably
incurred by them in connection with investigating, preparing or defending
against any


 

















 


litigation, or investigation or proceeding by any governmental agency
or body, commenced or threatened, or any claim whatsoever based upon any such
untrue statement or omission, or any such alleged untrue statement or omission,
to the extent that any such expense is not paid under clauses (i) or (ii)
above;


 


provided,
however, that this indemnity does not apply to any loss, liability,
claim, damage or expense to the extent arising out of an untrue statement or
alleged untrue statement or omission or alleged omission made in reliance upon
and in conformity with written information furnished to the Company by or on
behalf of any such seller or underwriter expressly for use in the preparation
of any registration statement (or any amendment thereto) or any preliminary
prospectus or prospectus (or any amendment or supplement thereto); and provided,
further, that the Company will not be liable to any Person who
participates as an underwriter in the offering or sale of Registrable Securities
or any other Person, if any, who controls such underwriter within the meaning
of the Securities Act, under the indemnity agreement in this
Section 5.4(a) with respect to any preliminary prospectus or final
prospectus or final prospectus as amended or supplemented, as the case may be,
to the extent that any such loss, claim, damage or liability of such
underwriter or controlling Person results from the fact that such underwriter
sold Registrable Securities to a Person to whom there was not sent or given, at
or prior to the written confirmation of such sale, a copy of the final
prospectus or of the final prospectus as then amended or supplemented,
whichever is most recent, if the Company has previously furnished copies
thereof to such underwriter.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of such seller, director, officer, employee, agent,
underwriter or controlling Person, and shall survive the transfer of such
securities by such seller.


 


(b)                                 The Company may
require, as a condition to including any Registrable Securities in any
registration statement filed in accordance with Section 5.1 or
Section 5.2 hereof, that the Company shall have received an undertaking
reasonably satisfactory to it from the prospective seller of such Registrable
Securities or any underwriter, to indemnify and hold harmless (in the same
manner and to the same extent as set forth in Section 5.4(a) hereof) the
Company and its directors and officers and each other Person, if any, who
controls the Company within the meaning of the Securities Act, with respect to
any statement or alleged statement in or omission or alleged omission from such
registration statement, any preliminary, final or summary prospectus contained therein,
or any such amendment or supplement, if such statement or alleged statement or
omission or alleged omission was made in reliance upon and in conformity with
written information furnished to the Company by or on behalf of such seller or
underwriter specifically stating that it is for use in the preparation of such
registration statement, preliminary, final or summary prospectus or amendment
or supplement.  Such indemnity shall
remain in full force and effect regardless of any investigation made by or on
behalf of the Company or any such director, officer or controlling Person and
shall survive the transfer of such securities by such seller.  In that event, the obligations of the
Company and such sellers pursuant to this Section 5.4 are to be several and
not joint; provided, however, that, with respect to each claim
pursuant to this Section 5.4, the Company shall be liable for the full
amount of such claim, and each such seller’s liability under this
Section 5.4 shall be limited to an amount equal to the net proceeds (after
deducting the


 

















 


underwriters’ discount and
expenses) received by such seller from the sale of Registrable Securities held
by such seller pursuant to this Section 5.4.


 


(c)                                  Promptly after
receipt by an indemnified party hereunder of written notice of the commencement
of any action or proceeding involving a claim referred to in this
Section 5.4, such indemnified party will, if a claim in respect thereof is
to be made against an indemnifying party, give written notice to such indemnifying
party of the commencement of such action; provided, however, that
the failure of any indemnified party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under this
Section 5.4, except to the extent (not including any such notice of an
underwriter) that the indemnifying party is actually prejudiced by such failure
to give notice.  In case any such action
is brought against an indemnified party, unless in such indemnified party’s
reasonable judgment a conflict of interest between such indemnified and
indemnifying parties may exist in respect of such claim (in which case the
indemnifying party shall not be liable for the fees and expenses of more than
one counsel for the sellers of Registrable Securities or for more than one
counsel for the underwriters in connection with any one action or separate but
similar or related actions), the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified, to the extent that it may wish, with
counsel reasonably satisfactory to such indemnified party, and after notice
from the indemnifying party to such indemnified party of its election so to
assume the defense thereof, the indemnifying party will not be liable to such
indemnified party for any legal or other expenses subsequently incurred by such
indemnified party in connection with the defense thereof.


 


(d)                                 The Company and each
seller of Registrable Securities shall provide for the foregoing indemnity
(with appropriate modifications) in any underwriting agreement with respect to
any required registration or other qualification of securities under any
federal or state law or regulation of any governmental authority.


 


(e)                                  Notwithstanding anything
herein to the contrary, the rights and obligations contained in this
Section 5.4 shall survive any termination of this Agreement.


 


SECTION 5.5  Contribution.  In order to provide for just and equitable
contribution in circumstances under which the indemnity contemplated by
Section 5.4 hereof is for any reason not available, the parties required
to indemnify by the terms thereof shall contribute to the aggregate losses,
liabilities, claims, damages and expenses of the nature contemplated by such indemnity
agreement (collectively, “Losses”) incurred by the Company, any seller of
Registrable Securities and one or more of the underwriters, except to the
extent that contribution is not permitted under Section 11(f) of the
Securities Act.  In determining the amounts
which the respective parties shall contribute, there shall be considered the
relative fault of the indemnifying party on the one hand and the indemnified
party on the other hand in connection with statements or omissions which
resulted in such Losses, as well as any other relevant equitable
considerations.  The relative fault
shall be determined by reference to, among other things, the parties’ relative
knowledge and access to information concerning the matter


 

















 


with respect to which the claim
was asserted, the opportunity to correct and prevent any statement or omission
and any other equitable considerations appropriate under the
circumstances.  The Company and each
Person selling securities agree with each other that no seller of Registrable
Securities shall be required to contribute any amount in excess of the amount
such seller would have been required to pay to an indemnified party if the
indemnity under Section 5.4 hereof were available.  The Company and each such seller agree with
each other and the underwriters of the Registrable Securities, if requested by
such underwriters, that it would not be equitable if the amount of such
contribution were determined by pro rata or per capita allocation (even if the
underwriters were treated as one entity for such purpose) or for the
underwriters’ portion of such contribution to exceed the percentage that the
underwriting discount bears to the initial public offering price of the
Registrable Securities.  For purposes of
this Section 5.5, each Person, if any, who controls an underwriter within
the meaning of the Securities Act shall have the same rights to contribution as
such underwriter, and each director and each officer of the Company who signed
the registration statement, and each Person, if any, who controls the Company
or a seller of Registrable Securities, shall have the same rights to
contribution as the Company or a seller or Registrable Securities, as the case
may be.  Notwithstanding anything herein
the contrary, the rights and obligations contained in this Section 5.5
shall survive any termination of this Agreement.


 


SECTION 5.6  Rule 144.  If the Company shall have filed a
registration statement pursuant to the requirements of Section 12 of the
Exchange Act or a registration statement pursuant to the requirements of the
Securities Act, the Company covenants that it will file the 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 (or, if the Company is not
required to file such reports, it will, upon the request of any holder of
Registrable Securities, make publicly available other information), and it will
take such further action as any holder of Registrable Securities may reasonably
request, all to the extent required from time to time to enable such holder to
sell shares of Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by (i) Rule 144
under the Securities Act, as such Rule may be amended from time to time, or
(ii) any similar rule or regulation hereafter adopted by the
Commission.  Upon the request of any
holder of Registrable Securities, the Company will deliver to such holder a
written statement as to whether it has complied with such requirements.


 


SECTION 6.  Termination. (a) The provisions
of Sections 2, 3 (other than the last sentence of Section 3.1 and Section 3.3)
and 4 shall terminate on the date on which any of the following events first
occurs:  (i) a Qualified Public Offering
or (ii) any sale or other disposition of outstanding Common Stock by way
of merger, consolidation or reorganization involving the Company, or sale of
all or substantially all of the assets of the Company or its subsidiaries, in
each case where immediately after giving effect to such transaction the
Investor Group owns less than 15% of the outstanding shares of Common Stock, on
a fully diluted basis, of the surviving, resulting, successor or purchasing
corporation (as the case may be).


 

















 


(b)                                 Notwithstanding
the foregoing or any other provision of this Agreement (other than the last
sentence of Section 5.4), this Agreement shall in any event terminate with
respect to (i) any Shareholder when such Shareholder no longer owns any shares
of Common Stock, Preferred Stock or Contingent Right, and (ii) any particular
shares of Common Stock sold in a Public Offering.


 


SECTION 7.   Miscellaneous.


 


SECTION 7.1  GECC Additional Rights.
At such time as GECC is no longer a lender under the Credit Agreement, but remains
a Shareholder, GECC shall have the right, (i) upon reasonable prior notice to
the Company, to have a representative attend all meetings of the Board of
Directors as a nonparticipating observer, (ii) to receive, on a confidential
basis, all Board of Director materials prior to any such meeting, (iii) to
receive, on a confidential basis, within 45 days after the end of each fiscal
quarter of the Company, unaudited financial statements of the Company and (iv)
to receive, on a confidential basis, within 90 days after the end of each
fiscal year of the Company, audited financial statements of the Company.


 


SECTION 7.2  Delivery Expenses.  If any Shareholder surrenders any
certificate for shares of Common Stock, Preferred Stock or Contingent Rights to
the Company or a transfer agent of the Company for exchange for instruments of
other denominations or registered in another name or names, the Company shall
cause such new instruments to be issued and shall pay the cost of delivering to
or from the office of such Shareholder from or to the Company or its transfer
agent, duly insured, the surrendered instrument and any new instruments issued
in substitution or replacement for the surrendered instruments.


 


SECTION 7.3  Replacement of Instruments.  Upon receipt by the Company of evidence
reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any certificate or instrument evidencing any
shares of Common Stock, Preferred Stock or Contingent Rights and


 


(a)                                  in the case of loss,
theft or destruction, of indemnity reasonably satisfactory to it (provided
that, if the owner of the same is an institutional lender or investor, its own
agreement of indemnity shall be deemed to be satisfactory), or


 


(b)                                 in the case of
mutilation, upon surrender or cancellation thereof,


 


the
Company, as its expense, shall execute, register and deliver, in lieu thereof,
a new certificate or instrument for (or covering the purchase of) an equal
number of shares of Common Stock, Preferred Stock or Contingent Rights.


 


SECTION 7.4  Successors and Assigns.  Except as otherwise provided herein, all of
the terms and provisions of this Agreement shall be binding upon, shall inure
to the benefit of and shall be enforceable by the respective successors and
assigns of the parties hereto.  No
Shareholder may assign any of its rights hereunder to any Person other than a
transferee that has complied in all respects with the requirements of this
Agreement


 

















 


(including, without limitation,
Section 3.3 hereof).  If any
transferee of any Shareholder shall acquire any shares of Common Stock in any
manner, whether by operation of law or otherwise, such shares shall be held
subject to all of the terms of this Agreement, and by taking and holding such
shares such Person shall be entitled to receive the benefits of and be
conclusively deemed to have agreed to be bound by and to comply with all of the
terms and provisions of this Agreement.


 


SECTION 7.5  Amendment and Modification; Waiver of
Compliance; Conflicts.


 


(a)                                  This Agreement may be
amended only by a written instrument duly executed by (i) SSF,
(ii) SF and (iii) the holders of a majority of the shares of Capital
Stock not held by the KPS Funds (including, for such purposes, shares of Common
Stock issuable upon the exercise of Contingent Rights); provided, however, that
any amendment that has a material adverse effect on any right of a Shareholder
granted hereunder shall not be effective against such Shareholder without the
approval of such Shareholder.  In the
event of the amendment or modification of this Agreement in accordance with its
terms, the Shareholders shall cause the Board of Directors of the Company to
meet within 30 calendar days following such amendment or modification or
as soon thereafter as is practicable for the purpose of adopting any amendment
to the Certificate of Incorporation and By-Laws of the Company that may be
required as a result of such amendment or modification to this Agreement, and,
if required, proposing such amendments to the Shareholders entitled to vote
thereon, and the Shareholders agree to vote in favor of such amendments.


 


(b)                                 Except as otherwise
provided in this Agreement, any failure of any of the parties to comply with
any obligation, covenant, agreement or condition herein may be waived by the
party entitled to the benefits thereof only by a written instrument signed by
the party granting such waiver, but such waiver or failure to insist upon
strict compliance with such obligation, covenant, agreement or condition shall
not operate as a waiver of, or estoppel with respect to, any subsequent or
other failure.


 


(c)                                  In the event of any
conflict between the provisions of this Agreement and the provisions of any
other agreement, the provisions of this Agreement shall govern and prevail.


 


(d)                                 The parties shall use
their reasonable best efforts to cause the ESOP Trustee to enter into and
become a Shareholder under this Agreement or be bound by the provisions hereof
to the extent permitted under applicable law. 
In connection therewith, the Shareholders hereby agree to make
reasonable modifications to this Agreement from time to time to the extent
required for the Company to comply with applicable law.  Notwithstanding the foregoing, the ESOP
Trustee shall not be obligated to vote the ESOP Securities or otherwise to use
its best efforts to accomplish the foregoing if and to the extent that in the
ESOP Trustee’s reasonable judgment that doing so would violate its fiduciary
obligations under ERISA or other applicable law.


 


SECTION 7.6  Notices.  All notices and other communications
provided for hereunder shall be in writing and delivered by hand or sent by
first class mail or sent by


 

















 


telecopy (with such telecopy to
be confirmed promptly in writing sent by first class mail), sent as follows:


 


Notices to the Company:


 


Blue Ridge Holdings Corp.


c/o KPS Special Situations Fund, L.P.


200 Park Avenue


New York, New York


Attention:  Eugene Keilin


 


Notices to Jones:


 


The most recent address set forth


in the personnel records of the Company


 


Notices to KPS:


 


KPS Special Situations Fund, L.P.


KPS Supplemental Fund, L.P.


200 Park Avenue


New York, New York


Attention:  Eugene Keilin


 


Notices to GECC:


 


General Electric Capital Corporation


201 High Ridge Road


Stamford, CT  06927


Attn:  James Hogan


 


with a copy to:


 


Paul, Weiss, Rifkind, Wharton & Garrison


1285 Avenue of the Americas


New York, NY  10019-6064


Telephone:  212-373-3000


Telecopy:    212-757-3990


Attention:  Carl L.
Reisner, Esq.


 


(i)  If to any Shareholder other than any of the
foregoing Persons, to the address of such Shareholder set forth in the stock
records of the Company maintained for such purpose; or to such other address or
addresses or telecopy number or numbers as any such party may most recently
have designated in writing to the other parties hereto by such notice.  All such communications shall be deemed to
have been given or made when so delivered by hand or sent by telecopy, or three
business days after being mailed.


 

















 


SECTION 7.7  Entire Agreement; Governing Law.


 


(a)                                  This Agreement and
the other writings referred to herein or delivered pursuant hereto which form a
part hereof contain the entire agreement among the parties hereto with respect
to the subject transactions contemplated hereby and supersede all prior oral
and written agreements and memoranda and undertakings among the parties hereto
with regard to this subject matter.  The
Company represents to the Shareholders that the rights granted to the holders
hereunder do not in any way conflict with and are not inconsistent with the
rights granted or obligations accepted under any other agreement (including the
Certificate of Incorporation) to which the Company is a party.


 


(b)                                 THIS AGREEMENT SHALL
BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF
DELAWARE (WITHOUT GIVING EFFECT TO THE CHOICE OF LAW PRINCIPLES THEREOF).


 


SECTION 7.8 
Injunctive Relief.  The Shareholders acknowledge and agree that
a violation of any of the terms of this Agreement will cause the Shareholders
irreparable injury for which an adequate remedy at law is not available.  Therefore, the Shareholders agree that each
Shareholder shall be entitled to an injunction, restraining order or other
equitable relief from any court of competent jurisdiction, restraining the
Company or any Shareholder from committing any violations of the provisions of
this Agreement.


 


SECTION 7.9  Availability of Agreements.  For so long as this Agreement shall be in
effect, this Agreement shall be made available for inspection by any
Shareholder upon request at the principal executive offices of the Company.


 


SECTION 7.10  Headings.  The section and paragraph headings contained
in this Agreement are for reference purposes only and shall not affect in any
way the meaning or interpretation of this Agreement.


 


SECTION 7.11  Counterparts.   This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.


 

















 


IN WITNESS WHEREOF, the parties instrument to
be duly executed as of the date first above written.


 


	
   

  	
  BLUE RIDGE HOLDING CORP.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Stephen Presser

  	
   

  
	
   

  	
   

  	
  Name:  Stephen Presser

  
	
   

  	
   

  	
  Title:    Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  KPS SPECIAL SITUATIONS FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KPS Investors, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Shapiro

  	
   

  
	
   

  	
   

  	
  Name:  David P. Shapiro

  
	
   

  	
   

  	
  Title:    Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  KPS SUPPLEMENTAL FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  KPS Investors, LLC

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David P. Shapiro

  	
   

  
	
   

  	
   

  	
  Name:  David P. Shapiro

  
	
   

  	
   

  	
  Title:    Principal

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GENERAL ELECTRIC CAPITAL CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James F. Hogan

  	
   

  
	
   

  	
   

  	
  Name:  James F. Hogan

  
	
   

  	
   

  	
  Title:  Duly Authorized
  Signatory

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  GORDON JONES

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gordon Jones

  	
   

  
							



 

















 


Shareholder Schedule


 


	
  Shareholder

  	
   

  	
  Number of

  Shares of

  Common Stock

  	
   

  	
  Number of

  Shares of

  Preferred Stock

  	
   

  
	
  KPS Special Situations Fund, L.P.

  	
   

  	
  4,620,750

  	
   

  	
  2333.712

  	
   

  
	
  KPS Supplemental Fund, L.P.

  	
   

  	
  1,500,000

  	
   

  	
  757.576

  	
   

  
	
  General Electric Capital Corporation

  	
   

  	
  683,250

  	
   

  	
  345.076

  	
   

  
	
  Gordon Jones

  	
   

  	
  126,000

  	
   

  	
  63.636

  	
   

  



 

















 


EXHIBIT C


 


 


FORM OF TRANSFEREE AGREEMENT


 


This Transferee Agreement (“Agreement”) is
executed by the transferee whose signature appears below (“Transferee”)
pursuant to the terms of the Shareholders Agreement (the “Shareholders
Agreement”) dated as of May     , 1999 by and among
Blue Ridge Holding Corp., a Delaware corporation (the “Company”) and certain of
its stockholders, a copy of which Shareholders Agreement is attached hereto and
is incorporated herein by reference.  By
execution of this Agreement, Transferee hereby agrees as follows:


 


1.                                       Acknowledgment.  Transferee acknowledges (a) that
Transferee is acquiring certain shares of the common stock or preferred stock
of the Company from
[                     ]
(as defined in the Shareholders Agreement) subject to the terms and conditions
of the Shareholders Agreement and (b) that Transferee is an assignee of
[                                   ].


 


2.                                       Agreement.  Transferee (a) agrees that such shares
of common stock or preferred stock of the Company to be acquired by Transferee
shall be bound by and subject to the terms of the Shareholders Agreement
pursuant to the terms thereof and (b) hereby adopts the Shareholders Agreement
with the same force and effect as if [he/she/it] was originally a party
thereto.


 


3.                                       Notice.  Any notice required by the Shareholders Agreement
shall be given to Transferee at the address listed below Transferee’s signature
below.


 


EXECUTED AND DATED this the
          day of
              ,
         .


 


	
   

  	
  TRANSFEREE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Address: