Exhibit
10.3


 


REGISTRATION AND
PARTICIPATION AGREEMENT


 


REGISTRATION AND
PARTICIPATION AGREEMENT, dated as of April 7, 2004, among CDRV Investors, Inc.,
a Delaware corporation (the “Company”), Clayton, Dubilier & Rice
Fund VI Limited Partnership, a Cayman Islands exempted limited partnership
(together with any successor investment vehicle managed by Clayton, Dubilier
& Rice, Inc., the “CD&R Fund”), Banc of America Capital
Investors, L.P., a Delaware limited partnership (“BACI”), SSB Capital
Partners (Master Fund) I, L.P., a Delaware limited partnership (“SSB”)
and CGI Private Equity L.P., LLC, a Delaware limited liability company (“CGI”,
and together with BACI and SSB, collectively, the “Co-Investors”) and
the other stockholders of the Company who may become parties hereto from time
to time pursuant to Section 7.1 or Section 7.7 (such other stockholders, the
CD&R Fund and the Co-Investors, collectively, the “Stockholders”). 
The meanings of capitalized terms are found in Article VI.


 


The Company and the Stockholders
hereby agree as follows:


 


Article I

Registration


 


Section 1.1                                     
Registration on
Request.


 


(a)                                 
Requests.


 


(i)                                    
At any time or from
time to time, the Stockholders owning a Requisite Percentage of the Registrable
Securities shall have the right to make one or more written requests pursuant
to this Agreement that the Company effect the registration under the Securities
Act of all or part of the Registrable Securities of the holder or holders
making such request, which requests shall specify the intended method of
disposition thereof.


 


(ii)                                 
From and after (A)
the establishment of a Public Market and (B) such time as the Company
shall have qualified for registration on Form S-3, so long as either
Co-Investor owns at least 200,000 shares of Common Stock, such Co-Investor
shall have the right to make two written requests pursuant to this Agreement
that the Company effect the registration on Form S-3 of all or part of the
Registrable Securities of the holder or holders making such request, which
requests shall specify the intended method of disposition thereof.


 

















 


(b)                                
Notice to Other
Holders; Piggy-Back Rights.  Upon receipt by the Company of a request for
registration pursuant to Section 1.1(a), the Company will promptly give written
notice thereof to each other holder of Registrable Securities, and such holder
may request that the Company also register all or a part of such holder’s
Registrable Securities, such request to be in writing given to the Company
within 30 days after such notice by the Company, and specifying the Registrable
Securities intended to be disposed of by such holder and the intended method of
disposition thereof.


 


(c)                                 
Obligation to
Effect Registration. 
The Company will use its best efforts to effect the registration under the
Securities Act to the extent required to permit (in accordance with the
intended methods thereof) the disposition of (i) the Registrable
Securities that the Company has been so requested to register pursuant to
Section 1.1(a), and (ii) all other Registrable Securities that the
Company has been requested to register pursuant to Section 1.1(b). 
Notwithstanding the foregoing, the Company shall not be required to effect a
registration requested pursuant to this Section 1.1 (and the Company shall so
notify the requesting holder or holders) if (x) the aggregate number of
Registrable Securities referred to be included in such registration is less
than 10% (in the case of a request pursuant to Section 1.1(a)(i)) or 1% (in the
case of a request pursuant to Section 1.1(a)(ii)) of the Registrable Securities
outstanding at such time or (y) the Board determines in its good faith
judgment, after consultation with a firm of nationally-recognized underwriters,
that there will be an adverse effect on a then-contemplated public offering of
the Common Stock.


 


(d)                                
Pro Rata
Allocation. 
If the holders of at least a majority (by number of shares) of the Registrable
Securities for which registration is being requested pursuant to this Section
1.1 determine, following consultation with the managing underwriters (or, in an
offering that is not underwritten, with an investment banker), that the number
of Registrable Securities to be sold in any such offering should, because of
market conditions or otherwise, be limited to a lesser number than all the
Registrable Securities for which registration is so requested, the Company
shall so notify the requesting holders and the Company shall be required to
include in such registration only the lesser number of Registrable Securities
(as so determined) and all holders of Registrable Securities proposing to sell
their Registrable Securities in such registration shall share pro rata in the number of Registrable
Securities being offered on the basis of the number of Registrable Securities
requested to be included therein by such holders.


 


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(e)                                 
Registration
Statement Form. 
Each registration requested pursuant to this Section 1.1 shall be effected by
the filing of a registration statement on Form S-1, Form S-2 or Form S-3 (or
any other form that includes substantially the same information as would be
required to be included in a registration statement on such forms as currently
constituted), unless the use of a different form is (i) required by law
or (ii) permitted by law and agreed to by holders of at least a majority
(by number of shares) of the Registrable Securities as to which registration
has been requested pursuant to this Section 1.1.  At any time after the
Company has issued and sold any shares of its capital stock registered under an
effective registration statement under the Securities Act, or after the Company
shall have registered any class of equity securities pursuant to Section 12 of
the Exchange Act, it will use its best efforts to qualify for registration on
Form S-2 or Form S-3.


 


(f)                                   
Expenses.  The Company will pay all
Registration Expenses in connection with (x) the first four
registrations that are effected as requested under Section 1.1(a)(i) and (y)
the first two registrations that are effected as requested under Section
1.1(a)(ii).  The Registration Expenses in connection with any other
registration requested under this Section 1.1 shall be apportioned among the
holders whose Registrable Securities are then being registered, on the basis of
the respective amounts (by number of shares) of Registrable Securities then
being registered by them or on their behalf, except that in the case of all
registrations requested under this Section 1.1, the Company shall pay all
amounts in respect of:


 


(i)                                    
any allocation of
salaries of personnel of the Company and its subsidiaries or other general
overhead expenses of the Company and its subsidiaries or other expenses for the
preparation of financial statements or other data normally prepared by the
Company and its subsidiaries in the ordinary course of its business,


 


(ii)                                 
the expenses of any
officers’ and directors’ liability insurance,


 


(iii)                              
the expenses and fees
for listing the securities to be registered on each exchange on which similar
securities issued by the Company are then listed or, if no such securities are
then listed, on an exchange or exchanges selected by the Company, and


 


(iv)                             
all fees associated
with filings required to be made with the NASD or any comparable non-United
States organization (including, if applicable, the fees and expenses of any
“qualified


 


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independent underwriter” and its counsel as may be
required by the rules and regulations of the NASD or any comparable non-United
States organization).


 


Notwithstanding the foregoing, each seller of Registrable
Securities shall pay all Registration Expenses to the extent required to be
paid by such seller by applicable law.


 


(g)                                
Inclusion of Other
Securities. 
In any registration requested pursuant to this Section 1.1, the Company shall
not register securities other than Registrable Securities for sale for the
account of any Person, other than securities registered for the account of the
Company, unless permitted to do so by the written consent of holders of at
least a majority (by number of shares) of the Registrable Securities proposed
to be sold in such registration.


 


(h)                                
Effective
Registration Statement.  A registration requested pursuant to this Section 1.1 will not
be deemed to have been effected unless it has become effective for the period
specified in Section 1.3(a)(ii).  Notwithstanding the preceding sentence,
a registration requested pursuant to this Section 1.1 that does not become
effective after the Company has filed a registration statement with respect
thereto solely by reason of the holder or holders of Registrable Securities
requesting the registration having refused to proceed shall nevertheless be
deemed to have been effected by the Company at the request of such holder or
holders.


 


Section 1.2                                     
Incidental
Registration.


 


(a)                                 
Notice to Holders.  If the Company at any time
proposes to register any of its equity securities (as defined in the Exchange
Act) under the Securities Act (other than pursuant to Section 1.1 or pursuant
to a Special Registration), whether or not for sale for its own account, and
the registration form to be used may be used for the registration of
Registrable Securities, it will each such time give prompt written notice
following the filing of the related registration statement under the Securities
Act to all holders of Registrable Securities of such holders’ rights under this
Section.


 


(b)                                
Obligation to
Effect Registration. 
Upon the written request of any holder of Registrable Securities given to the
Company within 30 days after the Company has given a notice pursuant to Section
1.2(a) (which request shall specify the Registrable Securities intended to be
disposed of by such holder, the intended method of disposition thereof and the
price at or above which it would be acceptable to such holder to dispose of
such


 


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Registrable Securities), the Company will use its best
efforts to effect the registration under the Securities Act of all Registrable
Securities that the Company has been so requested to register by the holders
thereof to the extent required to permit the disposition of the Registrable
Securities to be so registered in accordance with the intended methods as so
indicated; provided that:


 


(i)                                    
if such registration
shall be in connection with the initial public offering of the Common Stock,
the Company shall not include any Registrable Securities in such proposed
registration if the Board shall have determined, after consultation with the
managing underwriters for such offering (or, in connection with an offering
that is not underwritten, after consultation with an investment banker), that
it is not in the best interests of the Company to include any Registrable
Securities in such registration (in which case the Company shall not include in
such registration any securities not being sold for the account of the
Company);


 


(ii)                                 
the Company shall not
include any Registrable Securities of any Management Stockholder in any such
proposed registration if and to the extent that the Board shall have
determined, after consultation with the managing underwriters for such offering
(or, in connection with an offering that is not underwritten, an investment
banker), that the participation of such Management Stockholder could adversely
affect the offering;


 


(iii)                              
if the Board
determines, after consultation with the managing underwriters for such offering
(or, in connection with an offering that is not underwritten, with an
investment banker), that it is not in the best interests of the Company to
include all of the Registrable Securities requested to be included in such
registration (whether by the Company, pursuant to this Section 1.2 or pursuant
to any other rights granted by the Company to a holder or holders of its
securities to request or demand such registration or inclusion of any such
securities in any such registration):


 


(A)                             
the Company shall so
advise each holder of Registrable Securities requesting registration of the
number of securities that the Board has determined will be sold in such
offering;


 


(B)                               
the Company shall
include in such registration only the number (if any) of Registrable Securities
so


 


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requested to be included that the Board has so determined
be sold and shall not include in such registration any securities (other than
securities being sold by the Company, which shall have priority in being
included in such registration) so requested to be included other than
Registrable Securities unless all Registrable Securities requested to be so
included are include therein;


 


(C)                               
all holders of
Registrable Securities requested to be included therein shall share pro rata in the number of shares of
Registrable Securities included in such public offering on the basis of the
number of Registrable Securities requested to be included therein by such
holders; provided that in the case of a registration initially requested
or demanded by a holder or holders of securities other than Registrable
Securities pursuant to valid and enforceable contractual rights to make such
request or demand, the holders of the Registrable Securities requested to be
included therein and the holders of such other securities shall share pro rata (based on the number of shares if
the requested or demanded registration is to cover only Common Stock and, if
not, based on the proposed offering price of the total number of securities
included in such public offering requested to be included therein);


 


and the Company shall so provide in any registration
rights agreement or other agreement pursuant to which any holder of Registrable
Securities or any other securities of the Company shall be granted the right to
request or demand the registration of such securities;


 


(iv)                             
if, at any time after
giving written notice pursuant to Section 1.2(a) 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
or other securities that was previously notified of such registration and,
thereupon, shall not register any Registrable Securities in connection with
such registration (but without prejudice to the rights of any holder or holders
of Registrable Securities to request that registration be effected under
Section 1.1); and


 


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(v)                                
if prior to the
effective date of the registration statement filed in connection with such
registration, the Company is informed by the managing underwriter (or, in
connection with an offering which is not underwritten, by an investment banker)
that the price at which such securities are to be sold is a price below that
price which the requesting holders indicated to be acceptable, the Company
shall promptly notify the requesting holders of such fact, and provide each
such requesting holder with a reasonable opportunity to withdraw its request to
have all or a portion of its Registrable Securities included in such
registration statement.


 


(c)                                 
Expenses.  The Company will pay all
Registration Expenses in connection with each registration of Registrable
Securities requested pursuant to this Section 1.2, including any registration
that is not effectuated as contemplated by clause (iv) of Section 1.2(b).


 


(d)                                
Effect on
Registrations Under Section 1.1.  No registration effected under this Section
1.2 shall relieve the Company from its obligation to effect registrations upon
request under Section 1.1.


 


Section 1.3                                     
Registration
Procedures.


 


(a)                                 
General.  If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 1.1 or Section 1.2, the
Company will:


 


(i)                                    
promptly prepare and
file with the Securities and Exchange Commission a registration statement with
respect to such securities, promptly make all required filings with the NASD
and use its best efforts to cause such registration statement to become
effective;


 


(ii)                                 
promptly prepare and
file with the Securities and Exchange Commission such amendments and
supplements to such registration statement and the prospectus used in
connection therewith and such other documents as may be necessary to keep such
registration statement effective and to comply with the provisions of the
Securities Act with respect to the disposition of all securities covered by
such registration statement until such time as all of such 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, but in no
event for a period of


 


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more than six months after such registration statement
becomes effective;


 


(iii)                              
promptly furnish to
counsel (if any) selected by the holders of Registrable Securities constituting
a majority (by number of shares) of the Registrable Securities covered by such
registration statement copies of all documents proposed to be filed with the
Securities and Exchange Commission in connection with such registration, which
documents will be subject to the review of such counsel;


 


(iv)                             
promptly furnish to
each seller of such securities, without charge, (A) such number of
conformed copies of such registration statement and of each such amendment and
supplement thereto (in each case, including all exhibits and documents filed
therewith (other than those filed on a confidential basis), but not to exceed
two copies in the case of such exhibits and documents), (B) such number
of copies of the prospectus included in such registration statement (including
each preliminary prospectus and any summary prospectus) in conformity with the
requirements of the Securities Act and (C) such other documents, in each
case as such seller may reasonably request in order to facilitate the
disposition of the securities owned by such seller;


 


(v)                                
use its best efforts
(A) to register or qualify the securities covered by such registration
statement under such other securities or blue sky laws of such jurisdictions as
each seller shall request, (B) to keep such registration or
qualification in effect for so long as such registration statement remains in
effect and (C) to do any and all other acts and things which may be
necessary or advisable to enable such seller to consummate the disposition in
such jurisdictions of the securities owned by such seller, except that the
Company shall not for any such purpose be required to qualify generally to do
business as a foreign corporation in any jurisdiction wherein it is not so
qualified, subject itself to taxation in any jurisdiction wherein it is not so
subject, or take any action which would subject it to general service of
process in any jurisdiction wherein it is not so subject;


 


(vi)                             
promptly notify each
holder of Registrable Securities covered by such registration statement: (A)
if such registration statement, at the time it or any amendment thereto became
effective, contained an untrue statement of a material fact or omitted to state
a


 


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material fact required to be stated therein or
necessary to make the statements therein not misleading upon discovery by the
Company of such material misstatement or omission; or(B) upon discovery
by the Company of the happening of any event as a result of which the Company
believes there would be such a material misstatement or omission, and, as
promptly as practicable, prepare and file with the Securities and Exchange Commission
a post-effective amendment to such registration statement and use its best
efforts to cause such post-effective amendment to become effective such that
such registration statement, as so amended, shall not contain 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; and
(C) at any time when a prospectus relating thereto is required to be
delivered under the Securities Act, if the prospectus included in such
registration statement, as then in effect, includes an untrue statement of a
material fact or omits to state a material fact required to be stated therein
or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading upon discovery by the Company of
such material misstatement or omission or upon discovery by the Company of the
happening of any event as a result of which the Company believes there would be
a material misstatement or omission, and, as promptly as is practicable,
prepare and furnish to such holder a reasonable number of copies of a
supplement to or an amendment of such prospectus as may be necessary so that,
as thereafter delivered to the purchasers of such 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, in light of the circumstances under which they were made, not
misleading;


 


(vii)                          
otherwise use its
best efforts to comply with all applicable rules and regulations of the
Securities and Exchange Commission, and make available to its security holders,
as soon as reasonably practicable, an earnings statement of the Company
complying with the provisions of Section 11(a) of the Securities Act and Rule
158 under the Securities Act;


 


(viii)                       
promptly notify each
seller of any securities covered by such registration statement, when such registration
statement, or any post-effective amendment to such registration statement,
shall have become effective, or any amendment of or supplement to the
prospectus used in connection therewith shall have been filed of:


 


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(A) any request by the Securities and Exchange
Commission to amend such registration statement or to amend or supplement such
prospectus or for additional information, (B) the issuance by the
Securities and Exchange Commission of any stop order suspending the
effectiveness of such registration statement or of any order preventing or
suspending the use of any preliminary prospectus and (C) the suspension
of the qualification of such securities for offering or sale in any
jurisdiction, or the institution of any proceedings for any of such purposes;


 


(ix)                               
use its best efforts
to:  (A) (1) list such securities on any securities exchange
on which the Common Stock is then listed or, if no Common Stock is then listed,
on an exchange selected by the Company, if such listing is then permitted under
the rules of such exchange or(2) if such listing is not practicable or
the Board determines that quotation as a NASDAQ National Market System security
is preferable, to secure designation of such securities as a NASDAQ “national
market system security” within the meaning of Rule 11Aa2-1 under the Exchange
Act and(B) provide and cause to be maintained a transfer agent and
registrar for such Registrable Securities not later than the effective date of
such registration statement;


 


(x)                                  
use
every reasonable effort to obtain the lifting of any stop order that might be
issued suspending the effectiveness of such registration statement or of any
order preventing or suspending the use of any preliminary prospectus; and


 


(xi)                               
use every reasonable
effort to cause such Registrable Securities covered by such registration
statement to be registered with or approved by such other governmental agencies
or authorities as may be necessary to enable the sellers thereof to consummate
the disposition of such Registrable Securities.


 


(b)                                
Obligation to
Furnish Information to the Company.  The Company may require each seller of any
Registrable Securities as to which any registration is being effected to
furnish to the Company such information regarding such seller and the
distribution of such securities as the Company may from time to time reasonably
request in writing and as shall be required by law in connection
therewith.  Each such holder agrees to furnish promptly to the Company all
information required to be disclosed in order to make the information
previously furnished to the Company by such holder not materially
misleading.  The Company agrees not to file or


 


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make any amendment to any registration statement with
respect to any Registrable Securities, or any amendment of or supplement to the
prospectus used in connection therewith, which refers to any seller of any
securities covered thereby by name, or otherwise identifies such seller as the
holder of any securities of the Company, without the consent of such seller,
such consent not to be unreasonably withheld, except that no such consent shall
be required for any disclosure that is required by law.


 


(c)                                 
Discontinuance or
Suspension of Dispositions.  By acquisition of Registrable Securities, each
holder of such Registrable Securities shall be deemed to have agreed that upon
receipt of any notice from the Company pursuant to Section 1.3(a)(vi), such
holder will promptly discontinue such holder’s disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such holder shall have received notice from the Company that
such registration statement has been amended or copies of the supplemented or
amended prospectus, as the case may be.  If so directed by the Company,
each holder of Registrable Securities will deliver to the Company (at the
Company’s expense) all copies, other than permanent file copies, in such
holder’s possession of the prospectus covering such Registrable Securities at
the time of receipt of such notice.  In the event that the Company shall
give any such notice, the period mentioned in Section 1.3(a)(ii) shall be
extended by the number of days during the period from and including the date of
the giving of such notice to and including the date when each seller of any
Registrable Securities covered by such registration statement shall have
received the copies of the supplemented or amended prospectus contemplated by
Section 1.3(a)(vi).


 


(d)                                
Registrable
Securities Issuable Upon Exercise of Employee Options.  Although shares of Common Stock
issuable upon the exercise of options may be included in the definition of
Registrable Securities, the Company shall, in respect of any such Registrable
Securities requested to be registered pursuant hereto, be required to include
in any registration statement shares of Common Stock issuable upon the exercise
of such options only if the Company has received assurances, reasonably
satisfactory to it, that such options will be exercised promptly after such
registration statement has become effective or the sale to an underwriter has
been consummated so that only Common Stock shall be distributed to the public
under such registration statement.


 


(e)                                 
No Obligation to
Register In The Absence of Required Financial Information.  Notwithstanding any other
provision of this Agreement, the parties hereto acknowledge that the Company
shall have no


 


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obligation to prepare or file any registration
statement prior to the time that financial information required to be included
therein is available for inclusion therein.


 


Section 1.4                                     
Underwritten
Offerings. 
In addition to the procedures and other agreements, set forth in Section 1.1
through Section 1.3, the provisions of this Section 1.4 will apply to any
registration that is an underwritten offering.


 


(a)                                 
Underwritten
Offerings Exclusive. 
Whenever a registration requested pursuant to Section 1.1 is for an
underwritten offering, only securities which are to be distributed by the
underwriters may be included in the registration.


 


(b)                                
Underwriting
Agreement. 
If requested by the underwriters for any underwritten offering by holders of
Registrable Securities pursuant to a registration requested under Section 1.1,
the Company shall enter into an underwriting agreement with such underwriters
for such offering, such agreement to be reasonably satisfactory in substance
and form to the holders of Registrable Securities constituting a majority (by
number of shares) of the Registrable Securities to be covered by such
registration and to the underwriters and to contain such representations and
warranties by the Company and such other terms and provisions as are
customarily contained in agreements of this type, including, but not limited
to, indemnities to the effect and to the extent provided in Section 1.6 and
holdback arrangements.  The holders of Registrable Securities to be
distributed by such underwriters shall be parties to such underwriting
agreement and may, at their option, require that any or all of the
representations and warranties by, and the agreements on the part of, the
Company to and for the benefit of such underwriters be made to and for the
benefit of such holders of Registrable Securities and that any or all of the
conditions precedent to the obligations of such underwriters under such
underwriting agreement shall also be conditions precedent to the obligations of
such holders of Registrable Securities.  In the event that any condition
to the obligations under any such underwriting agreement are not met or waived,
and such failure to be met or waived is not attributable to the fault of the
selling stockholders requesting a demand registration pursuant to Section 1.1,
such request for registration shall not be deemed exercised for purposes of
determining whether such registration has been effected for purposes of Section
1.1(a), Section 1.1(b) or Section 1.1(f).  No holder of Registrable
Securities shall be required by the Company to make any representations or
warranties to, or agreements with, the Company or the underwriters other than
as set forth in Section 1.6(b) and Section 1.7, representations, warranties or
agreements regarding such holder and such


 


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holder’s intended method of distribution and any other
representations required by applicable law.


 


(c)                                 
Selection of
Underwriters. 
Whenever a registration requested pursuant to Section 1.1 is for an
underwritten offering, the Company will have the right to select the managing
underwriters to administer the offering, which managing underwriters shall be
underwriters of nationally recognized standing.  If the Company at any
time proposes to register any of its securities under the Securities Act for
sale for its own account and such securities are to be distributed by or
through one or more underwriters, the Company will have the right to select the
managing underwriters to administer the offering at least one of which shall be
an underwriter of nationally recognized standing.


 


(d)                                
Incidental
Underwritten Offerings.  Subject to the provisions of the proviso to the first sentence
of Section 1.2(b), if the Company at any time proposes to register any of
its equity securities under the Securities Act (other than pursuant to Section
1.1 or pursuant to a Special Registration), whether or not for its own account,
and such securities are to be distributed by or through one or more
underwriters, the Company will give prompt written notice to all holders of
Registrable Securities following the filing of the registration statement in
respect thereof under the Securities Act and, if requested by any holder of
Registrable Securities within 30 days after the Company has given notice, will
use its best efforts to arrange for such underwriters to include the
Registrable Securities to be offered and sold by such holder among those to be
distributed by such underwriters.  The holders of Registrable Securities
to be distributed by such underwriters shall be parties to the underwriting
agreement between the Company and such underwriters and may, at their option,
require that any or all of the representations and warranties by, and the other
agreements on the part of, the Company to and for the benefit of such
underwriters shall also be made to and for the benefit of such holders of
Registrable Securities and that any or all of the conditions precedent to the
obligations of the underwriters under such underwriting agreement shall also be
conditions precedent to the obligations of such holders of Registrable
Securities.  No such holder of Registrable Securities shall be required by
the Company to make any representations or warranties to, or agreements with,
the Company or the underwriters other than as set forth in Section 1.6(b) and
Section 1.7, representations, warranties or agreements regarding such holder
and such holder’s intended method of distribution and any other representations
required by applicable law.


 


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(e)                                 
Preparation;
Reasonable Investigation.  In connection with the preparation and filing of each
registration statement registering Registrable Securities under the Securities
Act, the Company will give the holders of such Registrable Securities so to be
registered and their underwriters, if any, and their respective counsel and
accountants the opportunity to participate in the preparation of such
registration statement, each prospectus included therein or filed with the
Securities and Exchange Commission, and each amendment thereof or supplement
thereto, and will give each of them such access to its books and records and
such opportunities to discuss the business of the Company with its officers and
the independent public accountants who have issued audit reports on its
financial statements as shall be necessary, in the opinion of such holders’ and
such underwriters’ respective counsel, to conduct a reasonable investigation
within the meaning of the Securities Act.


 


(f)                                   
Furnishing of
“Comfort Letter” to Sellers.  In connection with an underwritten public
offering, the Company will furnish to each seller of Registrable Securities
included in such offering a signed counterpart, addressed to the sellers, of a
“comfort” letter signed by the independent public accountants who have issued
an audit report on the Company’s financial statements included in the
registration statement, subject to such seller having executed and delivered to
the independent public accountants such certificates and documents as such accountants
shall reasonably request, if such accountants shall be permitted by the
standards applicable to certified public accountants or such accountants’
internal operating procedures to deliver a “comfort” letter to such seller,
covering substantially the same matters with respect to the registration
statement (and the prospectus included therein) and with respect to events
subsequent to the date of such financial statements, as are customarily covered
in n accountants’ letters delivered to the underwriters in underwritten public
offerings of securities.


 


Section 1.5                                     
Restriction on
Additional Registrations Within Six Months of Previous Registration.  If and whenever the Company is
required to use its best efforts to effect the registration of any Registrable
Securities under the Securities Act pursuant to Section 1.1 or Section 1.2, and
if such registration shall not have been withdrawn or abandoned, the Company
shall not be obligated to and shall not file any registration statement with
respect to any of its securities (including Registrable Securities) under the
Securities Act (other than a Special Registration), whether of its own accord
or at the request or demand of holders of any of its securities, until a period
of six months shall have elapsed from the effective date of such previous
registration; and the Company shall so provide in any registration statement
with respect to its securities.


 


14

















 


Section 1.6                                     
Indemnification.


 


(a)                                 
Indemnification by
the Company. 
In the event of any registration of any Registrable Securities under the
Securities Act pursuant to Section 1.1 or Section 1.2, the Company will and
hereby does indemnify and hold harmless each seller of such securities, its
directors, officers, and employees, each other person who participates as an
underwriter, broker or dealer in the offering or sale of such securities and
each other person, if any, who controls such seller or any such participating
person within the meaning of either Section 15 of the Securities Act or Section
20 of the Exchange Act, against, and reimburse, any and all losses, claims,
damages or liabilities, joint or several, to which such seller or any such
director, officer, employee, participating person or controlling person may
become subject under the Securities Act or otherwise (including, but not
limited to, the reasonable fees and expenses of legal counsel incurred in
connection with any claim for indemnity hereunder), insofar as such losses,
claims, damages or liabilities (or actions or proceedings in respect thereof)
arise out of or are based upon:


 


(i)                                    
any untrue statement
or alleged untrue statement of a fact contained in any registration statement
under which such securities were registered under the Securities Act, any
preliminary prospectus, final prospectus or summary prospectus contained
therein or related thereto, or any amendment or supplement thereto or


 


(ii)                                 
any omission or
alleged omission to state a fact required to be stated in any such registration
statement, preliminary prospectus, final prospectus, summary prospectus,
amendment or supplement or necessary to make the statements therein not
misleading;


 


and the Company will reimburse such seller and each
such director, officer, employee, participating person and controlling person
for any legal or any other expenses reasonably incurred by them in connection
with investigating or defending any such loss, claim, liability, action or
proceeding; provided that the Company shall not be liable in any such
case to the extent that any such loss, claim, damage, liability or expense
arises out of or is based upon an untrue statement or omission made in such
registration statement, any such preliminary prospectus, final prospectus,
summary prospectus, amendment or supplement in reliance upon and in conformity
with written information furnished to the Company by such seller or
participating person expressly for use in the preparation thereof;


 


15

















 


and provided, further, that the Company
shall not be liable in any such case to the extent that any such loss, claim,
damage, liability or expense arises out of or is based upon an untrue statement
or alleged untrue statement or omission or alleged omission in the prospectus,
if such untrue statement or alleged untrue statement or omission or alleged omission
is completely corrected in an amendment or supplement to the prospectus and the
seller of Registrable Securities thereafter fails to deliver such prospectus as
so amended or supplemented prior to or concurrently with the sale of
Registrable Securities to the person asserting such loss, claim, damage,
liability or expense after the Company had furnished such seller with a
sufficient number of copies of the same or if the seller received notice from
the Company of the existence of such untrue statement or alleged untrue
statement or omission or alleged omission and the seller continued to dispose
of Registrable Securities prior to the time of the receipt of either an amended
or supplemented prospectus which completely corrected such untrue statement or omission
or a notice from the Company that the use of the existing prospectus may be
resumed.  Such indemnity shall remain in full force and effect regardless
of any investigation made by or on behalf of such seller or any such director,
officer, employee, participating person or controlling person and shall survive
the transfer of such securities by such seller.


 


(b)                                
Indemnification by
the Sellers. 
In the event of any registration of any Registrable Securities under the Securities
Act pursuant to Section 1.1 or Section 1.2, each of the prospective sellers of
such securities will indemnify and hold harmless (severally but not jointly)
the Company, each director of the Company, each officer of the Company who
shall sign such registration statement, each other person who participates as
an underwriter, broker or dealer in the offering or sale of such securities and
each other person, if any, who controls the Company or any such participating
person within the meaning of Section 15 of the Securities Act or Section 20 of
the Exchange Act, against any and all losses, claims, damages or liabilities,
joint or several, to which the Company or any such director, officer, employee,
participating person or controlling person may become subject under the
Securities Act or otherwise (including, but not limited to, the reasonable fees
and expenses of legal counsel incurred in connection with any claim for
indemnity hereunder), insofar as such losses, claims, damages or liabilities
(or actions or proceedings in respect thereof) arise out of or are based upon
any untrue statement or alleged untrue statement of a fact contained in, or any
omission or alleged omission to state a fact with respect to such seller
required to be stated in, any registration statement under which such
securities were registered under the Securities Act, any preliminary
prospectus, final prospectus or summary


 


16

















 


prospectus contained therein or related thereto, or
any amendment or supplement thereto, if such statement or omission was made in
reliance upon and in conformity with written information furnished to the
Company by such seller expressly for use in the preparation of such
registration statement, preliminary prospectus, final prospectus, summary
prospectus, amendment or supplement; and the seller will reimburse the Company
and each such director, officer, employee, participating person and controlling
person for any legal or any other expenses reasonably incurred by them in
connection with investigating or defending any such loss, claim, liability,
action or proceeding; provided that the liability of each such seller
will be in proportion to and limited to the net amount received by such seller
(after deducting any underwriting discount and expenses) from the sale of
Registrable Securities pursuant to such registration statement.  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,
participating person or controlling person and shall survive the transfer of
such securities by such seller.


 


(c)                                 
Notices of Claims,
etc. 
Promptly after receipt by an indemnified party of notice of the commencement of
any action or proceeding involving a claim referred to in the preceding
paragraphs of this Section 1.6, such indemnified party will, if a claim in
respect thereof is to be made against an indemnifying party hereunder, give
written notice to the latter of the commencement of such action, provided
that the failure of any indemnified party to give notice as provided herein
shall not relieve the indemnifying party of its obligations under the preceding
paragraphs of this Section 1.6.  In case any such action is brought
against an indemnified party, the indemnifying party will be entitled to
participate therein 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 the
latter in connection with the defense thereof; and provided, further,
that if such indemnified party and the indemnifying party reasonably determine,
based upon advice of their respective independent counsel, that a conflict of
interest may exist between the indemnified party and the indemnifying party
with respect to such action and that it is advisable for such indemnified party
to be represented by separate counsel, such indemnified party may retain other
counsel, reasonably satisfactory to the indemnifying party, to represent such
indemnified party, and the indemnifying party shall pay all reasonable fees and
expenses of such counsel.  No indemnifying


 


17

















 


party, in the defense of any such claim or litigation,
shall, except with the consent of such indemnified party, which consent shall
not be unreasonably withheld, consent to entry of any judgment or enter into
any settlement which does not include as an unconditional term thereof the
giving by the claimant or plaintiff to such indemnified party of a release from
all liability in respect to such claim or litigation.


 


(d)                                
Other
Indemnification. 
Indemnification similar to that specified in the preceding paragraphs of this
Section 1.6 (with appropriate modifications) shall be given by the Company
and each seller of Registrable Securities with respect to any required
registration, listing or other qualification of such Registrable Securities
under any United States federal or state law, any non-United Sates law or any
regulation of a governmental authority other than the Securities Act.


 


(e)                                 
Other Remedies.  If for any reason the foregoing
indemnity under Section 1.6(a) or Section 1.6(b) is unavailable, or is
insufficient to hold harmless an indemnified party, other than by reason of the
exceptions provided therein, then the indemnifying party and the indemnified
party under Section 1.6(a) or Section 1.6(b) shall contribute to the amount
paid or payable by the indemnified party as a result of such losses, claims,
damages, liabilities or expenses (i) in such proportion as is
appropriate to reflect the relative fault of the indemnifying party on the one
hand and the indemnified party on the other or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, or provides a
lesser sum to the indemnified party than the amount hereinafter calculated, in
such proportion as is appropriate to reflect not only the relative fault of the
indemnifying party on the one hand and the indemnified party on the other but
also the relative benefits received by the indemnifying party and the
indemnified party from the offering of Registrable Securities (taking into
account the portion of the proceeds of the offering realized by each such
party) as well as any other relevant equitable considerations.  No person
guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution from any person who was
not guilty of such fraudulent misrepresentation.  Any party’s obligation
to contribute pursuant to this Section 1.6(e) is several (in proportion to the
relative value of their Registrable Securities covered by a registration
statement) and not joint with the obligations of any other party.  No
party shall be liable for contribution under this Section 1.6(e) except to the
extent and under such circumstances as such party would have been liable to indemnify
under this Section 1.6 if such indemnification were enforceable under
applicable law.


 


18

















 


(f)                                   
Officers and
Directors. 
As used in this Section 1.6, the terms “officers” and “directors” shall include
the direct and indirect partners or members of the holders of Registrable
Securities which are partnerships or limited liability companies, as the case
may be.


 


(g)                                
Indemnification
Payments. 
The indemnification and contribution required by this Section 1.6 shall be made
by periodic payments of the amount thereof during the course of the
investigation or defense, as and when bills are received or expense, loss,
damage or liability is incurred; provided that in the event it is ultimately
determined that any amounts so paid were not subject to indemnification or
contribution hereunder, the recipient thereof shall promptly return such
amounts to payer thereof.


 


Section 1.7                                     
Holdback
Agreements. 
If and whenever the Company proposes to register any of its equity securities
under the Securities Act, whether or not for its own account (other than
pursuant to a Special Registration), or is required to use its best efforts to
effect the registration of any Registrable Securities under the Securities Act
pursuant to Section 1.1 or Section 1.2, each holder of Registrable Securities
agrees by acquisition of such Registrable Securities that, unless not so
required by the managing underwriter, it will not effect (other than pursuant
to such registration) any public sale or distribution, including, but not
limited to, any sale pursuant to Rule 144, of any Registrable Securities, any
other equity securities of the Company or any securities convertible into or
exchangeable or exercisable for any equity securities of the Company during the
Holdback Period and the Company further agrees not to effect (other than
pursuant to such registration or pursuant to a Special Registration) any public
sale or distribution, or to file any registration statement (other than such
registration or a Special Registration) covering any, of its equity securities,
or any securities convertible into or exchangeable or exercisable for such
securities, during the Holdback Period if required by the managing
underwriter.  The Company shall include holdback provisions containing
terms no less restrictive than those set forth in this Section 1.7 in each
registration rights agreement or other agreement pursuant to which any holder
of Registrable Securities or any other securities of the Company shall be
granted the right to request or demand the registration of such securities.


 


Article II

Restrictions on Transfer


 


Section 2.1                                     
Restrictions on
Transfer. 
(a)  Until the earlier of an initial Public Offering and the fifth
anniversary hereof, no Minority Stockholder may,


 


19

















 


without the prior written consent of the CD&R
Fund, Transfer any Covered Shares to any Person, other than any Transfer:


 


(i)                                    
to the Company, the
CD&R Fund or any Affiliate or designee of the CD&R Fund, it being
understood that, upon the consummation of any such Transfer to the CD&R
Fund or any of its Affiliates or designees, such shares of capital stock shall
cease to be “Covered Shares” for purposes of this Agreement;


 


(ii)                                 
pursuant to Article
III or Article IV of this Agreement; or


 


(iii)                              
to any Affiliate of
such Minority Stockholder or, upon the liquidation or dissolution of such
Minority Stockholder, to the partners or members of such Minority Stockholder;


 


provided, that, prior to any Transfer of Covered
Shares pursuant to Section 2.1(a)(iii), such Minority Stockholder shall:


 


(x)                                  
provide written
notice of such Transfer to the Company and the CD&R Fund, which notice
shall certify (A) that any such Affiliate, partner or member, as the
case may be, (1) is an “accredited investor,” as that term is then
defined in Rule 501(a) under the Securities Act or applicable state securities
laws, and (2) has agreed in writing to be bound by the terms of this
Agreement, and (B) in the event that such Transfer shall result in more
than one Person owning such Covered Shares, that such Persons have executed
powers of attorney in form and substance acceptable to the Company and the
CD&R Fund, irrevocably appointing one or more individuals reasonably
acceptable to the Company and the CD&R Fund as such Persons’
attorney-in-fact with full power and authority to act on behalf of such Persons
for all purposes of this Agreement and with respect to such Persons’ investment
in the Company, and providing that the Company and the CD&R Fund shall be
entitled to deal exclusively with such attorneys-in-fact for all such purposes,


 


(y)                                
provide the Company
or the CD&R Fund with such other written representations as to factual
matters regarding such Transfer (including, without limitation, the number of
Persons to whom such Minority Stockholder proposes to Transfer Covered Shares)
as the Company or the CD&R Fund may reasonably request in order to permit
the Company or the CD&R Fund and their


 


20

















 


respective outside counsel to determine whether such
Transfer is a Prohibited Transfer in accordance with Section 2.3; and


 


(z)                                  
deliver an opinion of
counsel to the Company and the CD&R Fund, which opinion and counsel shall
be reasonably satisfactory to the Company and the CD&R Fund (it being
acknowledged that in-house counsel to each of the Co-Investors and, in the case
of BACI, Kennedy Covington Lobdell & Hickman, L.L.P., shall be reasonably
satisfactory to the Company and the CD&R Fund) to the effect that the
Transfer may be effected without registering the Covered Shares under the
Securities Act.


 


(b)                                
From and after the
fifth anniversary hereof, for so long as the initial Public Offering shall not
have been consummated, any Minority Stockholder may Transfer Covered Shares to
(i) any permitted transferee pursuant
to Section 2.1(a) in accordance with the terms of such Section
or (ii) any other Person; provided, that any such Transfer of
Covered Shares by a Minority Stockholder pursuant to the preceding clause (ii)
shall be subject to compliance with (A) the requirements set forth in
subparagraphs (x) and (y) of Section 2.1(a) and (B) the right of first
refusal set forth in Section 2.2.


 


(c)                                 
Following the
consummation of the initial Public Offering, any Minority Stockholder may
Transfer Covered Shares to any Person; provided, that (i) any such
Transfer shall subject to compliance with Section 1.7 and (ii) prior to
any such Transfer, such Minority Stockholder shall deliver an opinion of
counsel to the Company and the CD&R Fund, which opinion and counsel shall
be reasonably satisfactory to the Company and the CD&R Fund, to the effect
that the Transfer may be effected without registering the Covered Shares under
the Securities Act.


 


(d)                                
Prior to the initial
Public Offering, each Minority Stockholder shall give the Company and the
CD&R Fund prompt written notice of any actual Transfer of Covered
Shares.  Any Transfer of any Covered Shares other than as permitted by
this Agreement shall be void and of no effect, it being understood that,
subject to the “tag-along” rights contained in Article III, the CD&R Fund
and its Affiliates may Transfer any shares of its capital stock of the Company
without restriction at any time and from time to time.


 


Section 2.2                                     
Right of First
Refusal.  (a) 
If any Minority Stockholder desires to sell or transfer for cash or other
consideration any Covered Shares pursuant to Section 2.1(b)(ii) following a bona fide written offer from any
prospective transferee to purchase all or any part of the Covered Shares owned
by


 


21

















 


such Minority Stockholder, such Minority Stockholder
shall deliver a written notice (an “Offer Notice”) to the CD&R
Fund.  The Offer Notice shall disclose the identity of the prospective transferee
and the material terms and conditions of the offer, including the number of
Covered Shares that the prospective transferee is willing to purchase, the
proposed purchase price per share and the intended consummation date of such
sale.  Such Minority Stockholder shall not be permitted to accept such
offer for a period of 30 days following the receipt of the Offer Notice by the
CD&R Fund.


 


(b)                                
During such 30-day
period, the CD&R Fund and its Affiliates, or any of their respective
designees, shall have the right to purchase from such Minority Stockholder all,
but not less than all, of the Covered Shares identified in the Offer Notice at
the same price, and on the same terms and conditions, as set forth in the Offer
Notice.  The right of first refusal provided hereunder shall be exercised
by written notice to such Minority Stockholder at any time during such 30-day
period; provided that neither the CD&R Fund nor such Affiliates or
designees shall be required to consummate any such purchase within fewer than
30 days following the date of such notice.  If the CD&R Fund fails to
exercise its right of first refusal prior to the expiration of such 30-day
period, such Minority Stockholder may sell or transfer the Covered Shares identified
in the Offer Notice to the prospective transferee at the same price, and on the
same terms and conditions, as set forth in the Offer Notice; provided
that such prospective transferee agrees in writing to be bound by this
Agreement.


 


Section 2.3                                     
Prohibited
Transfers. 
Notwithstanding anything in this Article II to the contrary, it is understood
and agreed that no Minority Stockholder may Transfer any Covered Shares prior
to the initial Public Offering if the Company or the CD&R Fund shall have
reasonably determined, after consultation with outside counsel, that such
Transfer is a Prohibited Transfer.


 


Article III

“Tag-Along” Rights


 


Section 3.1                                     
Sale Notice.  In the event that the CD&R
Fund shall sell or transfer, for cash or other consideration, shares of Common
Stock to the Company or to a Third-Party Buyer (other than any sale or transfer
to the public pursuant to a distribution (whether pursuant to a registered Public
Offering, pursuant to Rule 144, or otherwise)), which sale or transfer,
together with all other such sales or transfers, represents in the aggregate
more than 10% of the shares of Common Stock held by the CD&R Fund as of the
date of this Agreement, the CD&R Fund will provide 30 days’ prior written
notice (the “Sale Notice”) to the Company and the Minority Stockholders
(the names and addresses of which the Company shall


 


22

















 


provide to the CD&R Fund upon request).  The
Sale Notice will disclose the identity of the prospective transferee and the
material terms and conditions of the proposed sale or transfer, including the
number of shares of Common Stock that the prospective transferee is willing to
purchase, the proposed purchase price per share and the intended consummation
date of such sale.  The CD&R Fund agrees not to consummate any such
sale or other transfer until at least 30 days after the related Sale Notice has
been given to each Minority Stockholder, unless the CD&R Fund shall have
received a notice from each such Minority Stockholder indicating whether or not
such Minority Stockholder has elected to participate in such transaction and
the number of shares of Common Stock to be sold by each such Minority Stockholder
so electing to participate has been finally determined pursuant hereto prior to
the expiration of such 30-day period.


 


Section 3.2                                     
Right to
Participate. 
Each Minority Stockholder may elect to participate in the sale or other
transfer described in Section 3.1 by giving written notice to the CD&R Fund
and the Company within 30 days after the CD&R Fund has given the related
Sale Notice to such Minority Stockholder.  If a Minority Stockholder elects
to participate, such Minority Stockholder will be entitled to sell or otherwise
transfer in the contemplated transaction, at the same price and on the same
terms and conditions as set forth in the related Sale Notice, an amount of
Covered Shares equal to the product of (i) the quotient determined by
dividing (A) the percentage of Covered Shares then held by such Minority
Stockholder so electing to participate by (B) the aggregate percentage
of Common Stock represented by the Common Stock then held by the CD&R Fund
and the Covered Shares then held by all Minority Stockholders so electing to
participate and (ii) the number of shares of Common Stock such
transferee has agreed to purchase in the contemplated transaction, unless all
such Minority Stockholders otherwise agree among themselves to a different
allocation.  If such right to participate in a transaction shall not have
been exercised prior to the expiration of the 30-day period, then at any time
during the 90 days following the expiration of the 30-day period, subject to
extension for not more than an additional 60 days to the extent reasonably
required to comply with applicable laws in connection with such transaction,
the CD&R Fund may sell or otherwise transfer to the prospective transferee
the number of shares of Common Stock and at the price and on the terms and
conditions indicated in the Sale Notice.


 


Section 3.3                                     
Expiration Upon a
Public Market. 
In the event that a Public Market has been established, the provisions of this
Article III shall terminate and cease to have further effect.


 


23

















 


Article IV

Drag-Along Rights


 


Section 4.1                                     
Drag-Along Notice.  If the CD&R Fund intends to
effect a sale or transfer for cash or other consideration of more than 50% of
its shares of Common Stock to a Third-Party Buyer and the CD&R Fund elects
to exercise its rights under this Article IV, the CD&R Fund shall deliver
written notice (a “Drag-Along Notice”) to the Minority Stockholders,
which notice shall (a) state (i) that the CD&R Fund wishes to
exercise its rights under this Article IV with respect to such sale, (ii)
the name and address of the Third-Party Buyer, (iii) the per share
amount and form of consideration the CD&R Fund proposes to receive for its
shares of Common Stock and (iv) the terms and conditions of payment of
such consideration and all other material terms and conditions of such sale, (b)
contain an offer (the “Drag-Along Offer”) by the Third-Party Buyer to
purchase from each Minority Stockholder a percentage of such Minority
Stockholder’s Covered Shares, as the case may be, equal to the percentage of
the shares of Common Stock owned by the CD&R Fund that are to be sold to
the Third-Party Buyer (such percentage, the “Applicable Percentage”) on
and subject to the same terms and conditions offered to the CD&R Fund and (c)
state the anticipated time and place of the closing of the purchase and sale of
the Applicable Percentage of such Covered Shares (an “Drag-Along Closing”),
which (subject to such terms and conditions) shall occur not fewer than five
(5) days nor more than ninety (90) days after the date such Drag-Along Notice
is delivered (subject to extension for not more than an additional 60 days to
the extent reasonably required to comply with applicable laws in connection
with such sale); provided that if such Drag-Along Closing shall not be
scheduled to occur prior to the expiration of such 90-day period, the CD&R
Fund shall be entitled to deliver additional Drag-Along Notices with respect to
such Drag-Along Offer in respect of such additional 60-day period.


 


Section 4.2                                     
Conditions to
Drag-Along. 
Upon delivery of a Drag-Along Notice, each Minority Stockholder shall have the
obligation to sell and transfer to the Third-Party Buyer the Applicable
Percentage of such Minority Stockholder’s Covered Shares pursuant to the
Drag-Along Offer, as the same may be modified from time to time; provided
that the CD&R Fund sells and transfers the Applicable Percentage of its
shares of Common Stock to the Third-Party Buyer at the Drag-Along
Closing.  Within 10 days of receipt of the Drag-Along Notice, each
Minority Stockholder shall (i) execute and deliver to the CD&R Fund
a power of attorney and a letter of transmittal and custody agreement
appointing, and in form and substance reasonably satisfactory to, the CD&R
Fund or one or more of its affiliates designated by the CD&R Fund (the “Custodian”),
the true and lawful attorney-in-fact and custodian for such Minority
Stockholder, with full power of substitution, and authorizing the Custodian to
take such actions as the Custodian may deem necessary or appropriate to effect
the sale and transfer of the Applicable


 


24

















 


Percentage of such Minority Stockholder’s Covered
Shares to the Third-Party Buyer, upon receipt of the purchase price therefor at
the Drag-Along Closing, free and clear of all security interests, liens,
claims, encumbrances, charges, options, restrictions on transfer, proxies and
voting and other agreements of whatever nature, and to take such other action
as may be necessary or appropriate in connection with such sale or transfer,
including consenting to any amendments, waivers, modifications or supplements
to the terms of the sale (provided that the CD&R Fund also so
consents, and, to the extent applicable, sells and transfers the Applicable
Percentage of its shares of Common Stock on the same terms as so amended, waived,
modified or supplemented, and provided, further, that no Minority
Stockholder shall be required to indemnify any Third-Party Buyer on a joint,
rather than several, basis or in an amount in excess of the total consideration
received by such Minority Stockholder in such transaction, except in respect of
any (x) breach of covenant by such Minority Stockholder, (y)
breach or inaccuracy of any representation or warranty made by and relating
specifically to such Minority Stockholder (including, without limitation, with
respect to authorization and title to its Covered Shares), or (z)
fraudulent acts by, or willful misconduct or gross negligence of, such Minority
Stockholder)) and (ii) deliver to the Custodian certificates
representing the Applicable Percentage of such Minority Stockholder’s Covered
Shares, together with all necessary duly executed stock powers.  The
Custodian shall hold the Applicable Percentage of such Minority Stockholder’s
Covered Shares and other documents in trust for such holder pending completion
or abandonment of such sale.  If, within 90 days after the CD&R Fund
delivers the Drag-Along Notice (subject to extension for not more than an
additional 60 days to the extent reasonably required to comply with applicable
laws in connection with such sale), the CD&R Fund has not completed the
sale of the Applicable Percentage of such Minority Stockholder’s Covered Shares
and of its shares of Common Stock to the Third-Party Buyer and another
Drag-Along Notice with respect to such Drag-Along Offer has not been sent to
such Minority Stockholder, the Custodian shall return to such Minority
Stockholder all certificates representing the Applicable Percentage of such
holder’s Covered Shares and all other documents that such holder delivered in
connection with such sale.  Promptly after the Drag-Along Closing, the
Custodian shall give notice thereof to such Minority Stockholder, shall remit
to such Minority Stockholder the total consideration for the Applicable
Percentage of such Minority Stockholder’s Covered Shares sold pursuant thereto
(reduced by any amount required to be held in escrow pursuant to the terms of
the purchase and sale agreement), and shall furnish such other evidence of the
completion and time of completion of such sale and the terms thereof as may
reasonably be requested by such Minority Stockholder.


 


25

















 


Section 4.3                                     
Expiration on a
Public Market. 
In the event that a Public Market has been established, the provisions of this
Article IV shall terminate and cease to have further effect.


 


Article V

Rights to Purchase Additional Common Stock


 


Section 5.1                                     
CD&R Sale.  If at any time after the date of
this Agreement and prior to the initial Public Offering, the Company shall
propose to issue or sell any shares of its capital stock (or any securities
convertible into or exchangeable for such capital stock) to the CD&R Fund
or any of its Affiliates (a “CD&R Sale”), the Company shall offer to
each of the Co-Investors the right to purchase that number of additional shares
of capital stock (or such other security), on the same terms and conditions as
the proposed CD&R Sale, in order that such Co-Investor would have the opportunity
to hold the same percentage of shares of the Company’s capital stock (on a
fully diluted basis) after giving effect to the CD&R Sale as such
Co-Investor held immediately prior thereto (an “Offer”). 
Notwithstanding the foregoing, none of the following transactions shall
constitute a CD&R Sale:  the issuance by the Company of any shares of
its capital stock (or any securities convertible into or exchangeable for such
capital stock) to the CD&R Fund (a) pursuant to that certain Stock
Subscription Agreement, dated as of the date hereof, between the Company and
the CD&R Fund, (b) as a ratable dividend or distribution on such
capital stock then outstanding, or in connection with any ratable stock split,
reclassification, recapitalization, consolidation or similar event affecting
such capital stock, or (c) upon conversion or exchange of any securities
convertible into or exchange for such capital stock, which securities were
issued in compliance with this Article V.


 


Section 5.2                                     
Procedures.  The Company shall make an Offer
by delivering to each Co-Investor at least 30 days prior written notice of the
proposed CD&R Sale.  Such notice will identify the class and number of
shares of capital stock or amount of other securities to be issued (the “Offered
Securities”), the proposed date of such issuance and the price and other
material terms of such issuance, and will include an Offer to each Co-Investor
in accordance with Section 5.1.  Such Offer shall by its terms remain open
for a period of 30 days from the date of receipt of such notice.  Each
Co-Investor shall give notice to the Company and the CD&R Fund of whether
it intends to accept an Offer prior to the end of such 30-day period, and, if
so, such notice shall set forth such portion of the Offered Securities that
such Co-Investor elects to purchase.  If such Co-Investor so elects to
purchase any Offered Securities, upon the closing of the CD&R Sale as to
which the Company has given notice, such Co-Investor shall purchase from the
Company, and the Company shall sell to such Co-Investor, the Offered Securities


 


26

















 


subscribed for by such Co-Investor on the terms
specified in the Offer.  In the event that the Co-Investors do not subscribe
for all of the Offered Securities, the Company shall have 30 days from the end
of the foregoing 30-day period to sell all or any part of such remaining
Offered Securities to one or more Persons, on terms and conditions that are no
more favorable in the aggregate to such Persons than those set forth in the
Offer.


 


Section 5.3                                     
Expiration Upon a
Public Offering. 
The provisions of this Article V shall terminate and cease to have further
effect upon the consummation of a Public Offering.


 


Article VI

Definitions, etc.


 


Section 6.1                                     
Definitions.  For purposes of this Agreement,
the following terms have the following meanings:


 


“Affiliate” means, with respect to any Person,
any other Person directly or indirectly Controlling, Controlled by or under
Common control with, such Person.  “Control” of any Person shall
consist of the power to direct the management and policies of such Person
(whether through the ownership of voting securities, by contract, as trustee or
executor, or otherwise) and, without limiting the foregoing, shall be deemed to
exist upon the ownership of securities entitling the holder thereof to exercise
more than 50% of the voting power in the election of directors of such Person
(or other persons performing similar functions).


 


“Applicable Percentage” has the meaning given
in Section 4.1.


 


“BACI” has the meaning given in the
introduction to this Agreement.


 


“Board” means the Board of Directors of the
Company.


 


“Bridge Investor” means any Person that
directly or indirectly acquires shares of Common Stock from the CD&R Fund
(including but not limited to by way of issuance of such Common Stock by the
Company in connection with its repurchase, redemption or other retirement of
Common Stock owned by the CD&R Fund) prior to the first anniversary of the
date hereof, in an amount not exceeding (as to all such Persons) 10% of the
Common Stock owned by the CD&R Fund as of the date hereof, and any
Affiliate of any such Person.


 


27

















 


“Business Day” means a day other than a
Saturday, Sunday or other day on which commercial banks in New York City are
authorized or required to close.


 


“CD&R Fund” has the meaning given in the
introduction to this Agreement.


 


“CD&R Sale” has the meaning given in
Section 5.1.


 


“CGI” has the meaning given in the introduction
to this Agreement.


 


“Co-Investor” has the meaning given in the
introduction to this Agreement.


 


“Common Stock” means the common stock, par
value $.01 per share, of the Company.


 


“Company” has the meaning given in the
introduction to this Agreement.


 


“Covered Shares” means (i) all of the
Registrable Securities and (ii) all of the shares of Common Stock,
whether or not Registrable Securities, in each case that are owned from time to
time by any Minority Stockholder.


 


“Custodian” has the meaning given in Section
4.2.


 


“Drag-Along Closing” has the meaning given in
Section 4.1.


 


“Drag-Along Notice” has the meaning given in
Section 4.1.


 


“Drag-Along Offer” has the meaning given in
Section 4.1.


 


“Exchange Act” means the United States
Securities Exchange Act of 1934, as amended, or any successor statute, and the
rules and regulations thereunder that are in effect at the time, and any
reference to a particular section thereof shall include a reference to the
corresponding section, if any, of any such successor statute, and the rules and
regulations thereunder.


 


“Holdback Period” means, with respect to any
registered offering covered by this Agreement, 180 days after and, upon
reasonable written notice thereof given by the Company to the holders of
Registrable Securities, during the 20 days before the effective date of the
related registration statement or, in the case of a takedown from a shelf
registration


 


28

















 


statement, 90 days after the date of the prospectus
supplement filed with the SEC in connection with such takedown and during such
prior period (not to exceed 20 days) as the Company has given reasonable
written notice to the holders of Registrable Securities.


 


“Management Stockholder” means an executive
officer or other employee of the Company or any of its subsidiaries who
subscribes for and purchases shares of capital stock of the Company pursuant to
a Stock Subscription Agreement that provides that such capital stock shall be
Registrable Securities.


 


“Minority Stockholder” means any Stockholder
other than (a) any Management Stockholder and (b) the CD&R
Fund and its Affiliates and their respective successors and assigns; provided
that any Bridge Investor shall be deemed a Minority Stockholder for all
purposes of this Agreement.


 


“NASD” means the National Association of
Securities Dealers, Inc.


 


“NASDAQ” means the NASD Automated Quotation
System.


 


“Offer” has the meaning given in Section 5.1.


 


“Offer Notice” has the meaning given in Section
2.2(a).


 


“Offered Securities” has the meaning given in
Section 5.2.


 


“Person” means any natural person, firm,
partnership, association, corporation, company, limited liability company,
trust, business trust, governmental entity or other entity and any successor
(by merger or otherwise) of such entity.


 


“Prohibited Transfer” means any Transfer of
Covered Shares (a) that may not be effected without registering the
Covered Shares under the Securities Act, (b) that would result in the
assets of the Company constituting “plan assets” as such term is defined in the
Department of Labor regulations promulgated under the Employee Retirement
Income Security Act of 1974, as amended, (c) that would cause the
Company to be, to be controlled by, or to be under common control with, an
“investment company” for purposes of the Investment Company Act of 1940, as
amended, (d) that would require any securities of the Company to be
registered under, or would subject the Company to the periodic reporting
requirements of, the Exchange Act, or (e) to any Person that is not an
“accredited investor” as that term is defined in Rule 501(a) under the
Securities Act or applicable state securities laws.


 


29

















 


“Public Market” shall be deemed to have been
established at such time as 20% of the Common Stock (on a fully diluted basis)
has been sold to the public pursuant to an effective registration statement
under the Securities Act, pursuant to Rule 144 or pursuant to a public offering
outside the United States.


 


“Public Offering” means an underwritten public
offering of the Common Stock led by at least one underwriter of nationally
recognized standing.


 


“Registrable Securities” means:


 


(a)                                 
any Common Stock
issued or to be issued (upon issuance thereof) to (i) the CD&R Fund,
the Co-Investors or pursuant to any Stock Subscription Agreement that provides
that such Common Stock shall be Registrable Securities or (ii) any
executive officer or other employee of the Company, for so long as such
executive officer or other employee is an Affiliate of the Company, upon a
determination by the Board that the Common Stock held by such executive officer
or other employee would be subject to restrictions on resale following the
consummation of a Public Offering; and


 


(b)                                
securities issued or
issuable with respect to the foregoing by way of stock dividend or stock split,
in connection with a combination of shares, recapitalization, merger,
consolidation or other reorganization or otherwise.


 


As to any particular Registrable Securities, once
issued, such securities shall cease to be Registrable Securities on the earlier
to occur of the following events:


 


(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 in accordance with such registration statement (other than a Special
Registration pursuant to which such securities were issued by the Company to a
Stockholder who is an Affiliate of the Company);


 


(ii)                                 
such securities shall
have been distributed to the public in reliance upon Rule 144;


 


(iii)                              
such securities shall
have been otherwise transferred, new certificates for such securities not
bearing a legend restricting


 


30

















 


further transfer shall have been delivered by the
Company in accordance with Section 7.4 and subsequent disposition of such
securities shall not require registration or qualification of such securities
under the Securities Act or any similar state law then in force;


 


(iv)                             
a Public Market has
been established and such securities have been held, or deemed to be held (by
virtue of tacking holding periods as contemplated by Rule 144) for a period of
two years by a Stockholder who is not an Affiliate of the Company;


 


(v)                                
in the case of any
such securities acquired by a Management Stockholder pursuant to the exemption
from the registration requirements of the Securities Act contained in Rule 701
(or any successor provision) thereunder, 90 days following the date the Company
becomes subject to the reporting requirements of Section 13 or 15(d) of the
Exchange Act for so long as such Management Stockholder is not an Affiliate of
the Company; or


 


(vi)                             
such securities shall
have ceased to be outstanding.


 


“Registration Expenses” means all expenses
incident to the Company’s performance of its obligations under or in compliance
with Article I, including, but not limited to (i) all registration and
filing fees, (ii) all fees and expenses of complying with securities or
blue sky laws, (iii) all fees and expenses associated with listing
securities on United States or non-United States exchanges or NASDAQ, (iv)
all fees and other expenses associated with filings with the NASD (including,
if required, the fees and expenses of any “qualified independent underwriter”
and its counsel) or comparable non-United States organizations, (v) all
printing expenses, (vi) the fees and disbursements of counsel for the
Company and of its independent public accountants, and the expenses of any
special audits made by such accountants required by or incidental to such
performance and compliance, (vii) the fees and disbursements of one law
firm (but not more than one) retained by the holders of Registrable Securities
constituting a majority of the voting power represented by the outstanding
shares of the Registrable Securities and (viii) any other reasonable
out-of-pocket expenses of the holders (provided that such expenses shall not
include expenses of counsel other than those provided in clause ((vii)
above).  “Registration Expenses” shall not include any underwriting
discounts or commissions or any transfer or other taxes payable in respect of
the sale of Registrable Securities by the holders thereof.


 


31

















 


“Requisite Percentage” means the holder or
holders of at least (a) 50% (by number of shares) of the Registrable
Securities at the time outstanding in the case of the initial request under
Section 1.1 or (b) 25% (by number of shares) of the Registrable
Securities at the time outstanding in the case of any other request under
Section 1.1.


 


“Rule 144” means Rule 144 under the Securities
Act (or any successor provision thereto).


 


“Sale Notice” has the meaning given in Section
3.1.


 


“Securities Act” means the United States
Securities Act of 1933, as amended, or any successor statute, and the rules and
regulations thereunder that are in effect at the time and any reference to a
particular section thereof shall include a reference to the corresponding
section, if any, of any such successor statute, and the rules and regulations
thereunder.


 


“Securities and Exchange Commission” means the
United States Securities and Exchange Commission or any other United States
federal agency at the time administering the Securities Act or the Exchange
Act.


 


“Special Registration” means the registration
of (a) shares of equity securities and/or options or other rights in
respect thereof to be offered to directors, members of management, employees,
consultants or sales agents, distributors or similar representatives of the
Company or its direct or indirect subsidiaries or (b) equity securities
and/or options or other rights in respect thereof solely on Form S-4 or Form
S-8.


 


“SSB” has the meaning given in the introduction
to this Agreement.


 


“Stock Subscription Agreements” means any stock
subscription agreement, stock option agreement, contribution and subscription
agreement or other agreement pursuant to which shares of capital stock of the
Company are issued.


 


“Stockholder” has the meaning given in the
introduction to this Agreement.


 


“Third-Party Buyer” means any Person other than
(a) the direct or indirect members or partners of the CD&R Fund, (b)
any Affiliate of the CD&R Fund or (c) any Bridge Investor.


 


“Transfer” means any direct or indirect
transfer, sale, assignment, distribution, contribution, exchange, gift, hypothecation,
encumbrance or


 


32

















 


other disposition of any Covered Shares or any other
shares of capital stock of the Company or any interest therein.


 


Section 6.2                                     
Reference to Forms.  References in this Agreement to a
specific form (e.g., Form S-1)
shall include any successor form thereto.


 


Article VII

Miscellaneous


 


Section 7.1                                     
Additional
Registrable Securities and Covered Shares, etc.


 


(a)                                 
This Agreement shall
become effective with respect to any Registrable Securities and/or Covered
Shares upon the issuance or sale by the Company of any shares of its capital
stock to any Person pursuant to any Stock Subscription Agreement that provides
that such capital stock shall be Registrable Securities and/or Covered Shares,
as the case may be, and the written agreement by such Person to be bound by the
provisions of this Agreement; provided that such issuance or sale shall
have been approved by resolution of the Board and, in the case of shares
intended to be Covered Shares, the CD&R Fund shall have been given prior
notice thereof and shall not have objected to such issuance.  Upon receipt
by the Company of such Person’s written agreement to be bound by the provisions
of this Agreement, such Person shall be deemed a “Stockholder” (and, unless
expressly excluded from the definition thereof in Section 6.1, a “Minority
Stockholder”) hereunder for all purposes of this Agreement.


 


(b)                                
The Company hereby
covenants to and agrees with the CD&R Fund that each Stock Subscription
Agreement to be entered into by the Company after the date hereof with any
director, executive officer or employee of the Company or any of its
subsidiaries shall contain “tag-along” rights, “drag-along” rights and similar
provisions on such terms and conditions as the CD&R Fund may reasonably
request from time to time.


 


Section 7.2                                     
Non-U.S. Listing.  The provisions of this Agreement
shall apply, mutatis mutandis, to
any listing of the Registrable Securities on any non-United States exchange.


 


Section 7.3                                     
Rule 144.


 


(a)                                 
If the Company shall
have filed a registration statement pursuant to Section 12 of the Exchange Act
or a registration statement pursuant to the Securities Act relating to any
class of equity securities (other than a registration statement pursuant to a
Special Registration), the


 


33

















 


Company 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 Securities and Exchange 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 such information as
necessary to permit sales pursuant to Rule 144), and 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 Rule 144.  Upon the request of a
holder, the Company will deliver to such holder a written statement as to
whether the Company has complied with such requirements.


 


(b)                                
If any Registrable
Securities are to be disposed of in accordance with Rule 144, the holder of
such Registrable Securities shall transmit to the Company an executed copy of
Form 144 (if required by Rule 144) no later than the time such form is required
to be transmitted to the Securities and Exchange Commission for filing and such
other documentation as the Company may reasonably require to assure compliance
with Rule 144 in connection with such disposition.


 


Section 7.4                                     
Legended Securities;
etc.  The
Company will not issue new certificates for shares of Registrable Securities
without a legend restricting further transfer unless (a) such shares
have been sold to the public pursuant to an effective registration statement
under the Securities Act (other than Form S-8 if the holder of such Registrable
Securities is an Affiliate) or Rule 144, or (b) (i) otherwise
permitted under the Securities Act and (ii) (A) the holder of
such shares shall have delivered to the Company an opinion of counsel, which
opinion and counsel shall be reasonably satisfactory to the Company, to such
effect and (B) the holder of such shares expressly requests the issuance
of such certificates in writing.


 


Section 7.5                                     
Amendments and
Waivers. 
This Agreement may be amended, and the Company may take any action herein
prohibited, or omit to perform any act herein required to be performed by it,
only if the Company shall have obtained the written consent to such amendment,
action or omission to act, of the holder or holders of Registrable Securities
representing at least 51% of the voting power represented by the outstanding
Registrable Securities; provided that no provision of this Agreement may
be amended in a manner (a) uniquely and adversely affecting the Minority
Stockholders or the Management Stockholders as a class without the consent of a
majority of such Minority Stockholders or Management Stockholders (by number of
Registrable Securities), as the case may be, or (b) uniquely and
adversely affecting any one Minority Stockholder or Management Stockholder
without the consent of such Minority Stockholder or Management


 


34

















 


Stockholder, as the case may be.  Each holder of
any Registrable Securities at the time or thereafter outstanding shall be bound
by any consent authorized by this Section 7.5, whether or not such Registrable
Securities shall have been marked to indicate such consent.  No amendment,
modification or discharge of this Agreement, and no waiver hereunder, shall be
valid or binding unless set forth in writing.  Any such waiver shall
constitute a waiver only with respect to the specific matter described in such
writing and shall in no way impair the rights of the party or parties granting
such waiver in any other respect or at any other time.


 


Section 7.6                                     
Nominees for
Beneficial Owners. 
In the event that any Registrable Securities are held by a nominee for the
beneficial owner thereof, the beneficial owner thereof may, at its election and
unless notice is otherwise given to the Company by the record owner, be treated
as the holder of such Registrable Securities for purposes of any request or
other action by any holder or holders of Registrable Securities pursuant to
this Agreement or any determination of any number or percentage of shares of
Registrable Securities held by any holder or holders of Registrable Securities
contemplated by this Agreement.  If the beneficial owner of any Registrable
Securities so elects, the Company may require assurances reasonably
satisfactory to it of such owner’s beneficial ownership of such Registrable
Securities.


 


Section 7.7                                     
Successors,
Assigns and Transferees.  This Agreement shall be binding upon and shall inure to the
benefit of the parties hereto and their respective successors, assigns and
transferees; provided, that any such assign and transferee agrees in
writing to be bound by the provisions of this Agreement.  Upon receipt by
the Company of such written agreement, such assign or transferee shall be
deemed a “Stockholder” (and, unless expressly excluded from the definition
thereof in Section 6.1, a “Minority Stockholder”) hereunder for all purposes of
this Agreement.  In addition, and whether or not any express assignment
shall have been made, the provisions of this Agreement which are for the
benefit of, or are binding upon, the parties hereto other than the Company
shall also be for the benefit of, binding upon and enforceable by any such
assign or transferee or other subsequent holder of any Registrable Securities,
subject to the provisions respecting the minimum numbers or percentages of
shares of Registrable Securities or of the voting power represented by such
Registrable Securities required in order to be entitled to certain rights, or
take certain actions, contained herein.  Notwithstanding anything to the
contrary in this Agreement, the Company may assign this Agreement in connection
with a merger, reorganization or sale, transfer or contribution of all or
substantially all of the assets or stock of the Company to any of its
subsidiaries or Affiliates, and, upon the consummation of any such merger,
reorganization, sale, transfer or contribution, such subsidiary or Affiliate
shall automatically and without further action assume all of the obligations
and succeed to all the rights of the Company under this Agreement.


 


35

















 


Section 7.8                                     
Stock Splits, etc.  Each party hereto agrees that it
will vote to effect a stock split (forward or reverse, as the case may be) with
respect to any capital stock of the Company in connection with any registration
of such capital stock, if the Board determines, following consultation with the
managing underwriter (or, in connection with an offering that is not
underwritten, an investment banker) that a stock split would facilitate or
increase the likelihood of success of the offering.  Each party hereto
agrees that any number of shares of capital stock of the Company referred to in
this Agreement shall be equitably adjusted to reflect any stock split, stock
dividend, stock combination, recapitalization or similar transaction.


 


Section 7.9                                     
No Inconsistent
Agreements. 
The Company will not hereafter enter into any agreement with respect to its
securities which is inconsistent with the rights granted to the holders of
Registrable Securities by this Agreement.


 


Section 7.10                               
Severability.  If any provision of this
Agreement is inoperative or unenforceable for any reason, such circumstances
shall not have the effect of rendering the provision in question inoperative or
unenforceable in any other case or circumstance, or of rendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable
to any extent whatsoever.  The invalidity of any one or more phrases,
sentences, clauses, Sections or subsections of this Agreement shall not affect
the remaining portions of this Agreement.


 


Section 7.11                               
Term.  This Agreement shall be effective
as of the date hereof and shall continue in effect thereafter until the earlier
of (a) its termination by the consent of the parties hereto or their
respective successors in interest, (b) the date on which no Registrable
Securities remain outstanding and (c) the dissolution, liquidation or
winding up of the Company (other than any transaction contemplated by the third
sentence of Section 7.7); provided that the expiration of this Agreement shall
not affect the indemnification provisions set forth in Section 1.6.


 


Section 7.12                               
Remedies; Right to
Specific Performance; Attorneys’ Fees.  Each holder of Registrable Securities, in
addition to being entitled to exercise all rights provided herein or granted by
law, including recovery of damages, will be entitled to specific performance of
its rights under this Agreement.  The Company agrees that monetary damages
would not be adequate compensation for any loss incurred by reason of a breach
by it of any provision of this Agreement and hereby agrees to waive the defense
in any action for specific performance that a remedy at law would be
adequate.  In any action or proceeding brought to enforce any provision of
this Agreement, the successful party shall be entitled to recover


 


36

















 


reasonable attorneys’ fees in addition to its costs
and expenses and other available remedies.


 


Section 7.13                               
Consent to
Jurisdiction. 
Each party (including any holder of Registrable Securities) irrevocably submits
to the exclusive jurisdiction of (a) the Supreme Court of the State of
New York, New York County, and (b) the United States District Court for
the Southern District of New York, for the purposes of any suit, action or
other proceeding arising out of this Agreement or any transaction contemplated
hereby (and agrees not to commence any such suit, action or proceeding except
in such courts).  Each party (including any holder of Registrable
Securities) further agrees that service of any process, summons, notice or
document by U.S. registered mail to such party’s respective address set forth
above shall be effective service of process for any such suit, action or
proceeding.  Each party irrevocably and unconditionally waives any
objection to the laying of venue of any such suit, action or proceeding in (i)
the Supreme Court of the State of New York, New York County, and (ii)
the United States District Court for the Southern District of New York, that
any such suit, action or proceeding brought in any such court has been brought
in an inconvenient forum.


 


Section 7.14                               
Waiver of Jury
Trial.  Each
party (including any holder of Registrable Securities) hereby waives, to the
fullest extent permitted by applicable law, any right it may have to a trial by
jury in respect of any suit, action or proceeding arising out of this Agreement
or any transaction contemplated hereby.  Each party (including any holder
of Registrable Securities) (a) certifies that no representative, agent
or attorney of any other party has represented, expressly or otherwise, that
such other party would not, in the event of litigation, seek to enforce the
foregoing waiver and (b) acknowledges that it and the other parties have
been induced to enter into the Agreement by, among other things, the mutual
waivers and certifications in this Section 7.14.


 


Section 7.15                               
Notices.  All notices, demands and other
communications made in connection with this Agreement shall be in
writing.  Any notice or other communication in connection herewith shall
be deemed duly given to any party (a) two Business Days after it is sent
by express, registered or certified mail, return receipt requested, postage
prepaid or (b) one Business Day after it is sent by overnight courier
guaranteeing next day delivery, in each case, to the address of such party set
forth beneath its name on the signature pages hereof, or to such other address
as such party may have designated to the Company and the other Stockholders
party hereto in writing, or if to any holder of Registrable Securities not a
party hereto on the date hereof, at the address of such holder in the stock
record books of the Company, and:


 


37

















 


if to the Company, to:


 


CDRV Investors, Inc.

1403 Foulk Road, Suite 106

Wilmington, Delaware 19803

Attention:  President


 


if to the CD&R Fund,
to:


 


Clayton, Dubilier & Rice Fund VI Limited
Partnership

1403 Foulk Road, Suite 106

Wilmington, Delaware 19803

Attention:  General Partner


 


or at such other address or addresses as the Company
may have designated in writing to each holder of Registrable Securities at the
time outstanding.  Copies of any notice or other communication given under
the Agreement shall also be given to:


 


Clayton, Dubilier & Rice, Inc.

375 Park Avenue

New York, New York 10152

Facsimile:  (212) 407-5252

Telephone:  (212) 407-5200

Attention:  Richard J. Schnall


 


and


 


Debevoise & Plimpton LLP

919 Third Avenue

New York, New York 10022

Facsimile:  (212) 909-6836

Telephone:  (212) 909-6000

Attention:  Franci J. Blassberg, Esq.


 


Any party may give any notice or other communication
in connection herewith using any other means (including, but not limited to,
personal delivery, messenger service, facsimile, telex or ordinary mail), but
no such notice or other communication shall be deemed to have been duly given
unless and until it is actually received by the individual for whom it is
intended.


 


Section 7.16                               
Headings.  The headings contained in this
Agreement are for purposes of convenience only and shall not affect the meaning
or interpretation of this Agreement.


 


38

















 


Section 7.17                               
Counterparts.  This Agreement may be executed in
several counterparts, each of which shall be deemed an original and all of
which together constitute one and the same instrument.


 


Section 7.18                               
Governing Law.  This Agreement shall be governed
in all respects, including, but not limited to, as to validity, interpretation
and effect, by the internal laws of the State of New York, without reference to
principles of conflict of law that would require application of the law of
another jurisdiction except to the extent the laws of the State of Delaware
specifically and mandatorily apply.


 


Section 7.19                               
No Third-Party
Beneficiaries. 
Except as provided in Section 1.6, nothing in this Agreement shall confer any
rights upon any Person other than the parties to (a) this Agreement and
(b) any Stock Subscription Agreement that provides that the capital
stock issued thereunder shall be Registrable Securities and/or Covered Shares,
as the case may be, and each such party’s respective heirs, successors and
permitted assigns.


 


Section 7.20                               
Entire Agreement.  This Agreement, together with any
Stock Subscription Agreements that provide that the capital stock issued
thereunder shall be Registrable Securities and/or Covered Shares, as the case
may be, constitutes the entire agreement and supersedes all prior agreements
and understandings, both written and oral, among the parties with respect to
the subject matter hereof.


 


39

















 


IN WITNESS WHEREOF, each
of the undersigned has executed this Agreement or caused this Agreement to be
executed on its behalf as of the date first written above.


 


	
   

  	
  CDRV INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ RICHARD J. SCHNALL

  	
   

  
	
   

  	
   

  	
  Name: Richard J.
  Schnall

  
	
   

  	
   

  	
  Title: President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  CLAYTON, DUBILIER &
  RICE FUND VI

  LIMITED PARTNERSHIP

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CD&R Associates VI
  Limited Partnership,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  CD&R Investment
  Associates VI, Inc.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ THERESA A. GORE

  	
   

  
	
   

  	
   

  	
  Name: Theresa A. Gore

  
	
   

  	
   

  	
  Title:   Vice
  President, Treasurer, and

  Assistant Secretary

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


	
   

  	
  BANC OF AMERICA
  CAPITAL INVESTORS,

  L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Banc of America
  Capital Management,

  L.P., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  BACM I GP, LLC,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/ SCOTT
  R. POOLE

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  	
  Address:

  	
  Bank of America
  Corporate Center

  
	
   

  	
   

  	
  100 North Tryon Street,
  25th Floor

  
	
   

  	
   

  	
  Charlotte, North
  Carolina  28255

  
	
   

  	
   

  	
  Telephone:

  	
  (704) 386-1814

  
	
   

  	
   

  	
  Facsimile:

  	
  (704) 386-6432

  
	
   

  	
   

  	
  Attention:

  	
  Walker L. Poole

  
	
   

  	
   

  	
  Scott R. Poole

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  SSB CAPITAL PARTNERS
  (MASTER FUND)

  I, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  SSBPIF GP CORP.,

  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN R. BARBER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Barber

  
	
   

  	
   

  	
  Title:

  	
  Co-President

  
	
   

  	
   

  	
  Address:

  	
  c/o Citigroup Private
  Equity

  
	
   

  	
   

  	
  388 Greenwich Street,
  32nd Floor

  
	
   

  	
   

  	
  New York, New
  York  10013

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 816-4821

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 816-0229

  
	
   

  	
   

  	
  Attention:

  	
  Blair V. Jacobson,

  
	
   

  	
   

  	
   

  	
  Vice President

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  


















 


	
   

  	
  CGI PRIVATE EQUITY
  L.P., LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ JOHN R.
  BARBER

  	
   

  
	
   

  	
   

  	
  Name:

  	
  John R. Barber

  
	
   

  	
   

  	
  Title:

  	
  Authorized
  Signatory

  
	
   

  	
   

  	
  Address:

  	
  c/o Citigroup Private
  Equity

  
	
   

  	
   

  	
  388 Greenwich Street,
  32nd Floor

  
	
   

  	
   

  	
  New York, New
  York  10013

  
	
   

  	
   

  	
  Telephone:

  	
  (212) 816-4821

  
	
   

  	
   

  	
  Facsimile:

  	
  (212) 816-0229

  
	
   

  	
   

  	
  Attention:

  	
  Blair V. Jacobson,

  
	
   

  	
   

  	
   

  	
  Vice President