Exhibit 10.20


 


EXECUTION VERSION


 


REGISTRATION
RIGHTS AGREEMENT


 


BY
AND AMONG


 


NEWTON
ACQUISITION MERGER SUB, INC.,


 


NEWTON
ACQUISITION, INC.,


 


NEWTON
HOLDING, INC.


 


TPG
PARTNERS IV, L.P.,


 


TPG
NEWTON III LLC,


 


TPG
NEWTON CO-INVEST I LLC,


 


DLJ
MERCHANT BANKING PARTNERS III, L.P.,


 


DLJ
OFFSHORE PARTNERS III-1, C.V.,


 


DLJ
OFFSHORE PARTNERS III-2, C.V.,


 


DLJ
OFFSHORE PARTNERS III, C.V.,


 


DLJ
MB PARTNERS III GMBH & CO. KG,


 


MILLENNIUM
PARTNERS II, L.P.,


 


MBP
III PLAN INVESTORS, L.P.,


 


WARBURG
PINCUS PRIVATE EQUITY VIII, L.P.,


 


WARBURG
PINCUS PRIVATE EQUITY IX, L.P.,


 


WARBURG
PINCUS NETHERLANDS PRIVATE EQUITY VIII, C.V. I,


 


WARBURG
PINCUS GERMANY PRIVATE EQUITY VIII K.G.,


 


NEWTON
CO-INVEST I LLC


 


AND


 


NEWTON
CO-INVEST II LLC


 


DATED as of OCTOBER 6, 2005


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  
	
  ARTICLE I

  
	
  DEFINITIONS

  
	
   

  	
   

  	
   

  
	
  Section 1.01.

  	
  Defined Terms

  	
  1

  
	
  Section 1.02.

  	
  Other Interpretive
  Provisions

  	
  5

  
	
   

  	
   

  	
   

  
	
  ARTICLE II

  
	
  REGISTRATION
  RIGHTS

  
	
   

  	
   

  	
   

  
	
  Section 2.01.

  	
  Demand Registration

  	
  5

  
	
  Section 2.02.

  	
  Shelf Registration

  	
  8

  
	
  Section 2.03.

  	
  Piggyback Registration

  	
  9

  
	
  Section 2.04.

  	
  Black-out Periods

  	
  11

  
	
  Section 2.05.

  	
  Registration Procedures

  	
  12

  
	
  Section 2.06.

  	
  Underwritten Offerings

  	
  16

  
	
  Section 2.07.

  	
  No Inconsistent
  Agreements; Additional Rights

  	
  18

  
	
  Section 2.08.

  	
  Registration Expenses

  	
  18

  
	
  Section 2.09.

  	
  Indemnification

  	
  18

  
	
  Section 2.10.

  	
  Rules 144 and 144A
  and Regulation S

  	
  21

  
	
   

  	
   

  	
   

  
	
  ARTICLE III

  
	
  MISCELLANEOUS

  
	
   

  	
   

  	
   

  
	
  Section 3.01.

  	
  Term

  	
  22

  
	
  Section 3.02.

  	
  Injunctive Relief

  	
  22

  
	
  Section 3.03.

  	
  Attorneys’ Fees

  	
  22

  
	
  Section 3.04.

  	
  Notices

  	
  22

  
	
  Section 3.05.

  	
  Amendment

  	
  24

  
	
  Section 3.06.

  	
  Successors, Assigns and
  Transferees

  	
  24

  
	
  Section 3.07.

  	
  Binding Effect

  	
  24

  
	
  Section 3.08.

  	
  Third Parties

  	
  24

  
	
  Section 3.09.

  	
  Governing Law;
  Jurisdiction

  	
  25

  
	
  Section 3.10.

  	
  Severability

  	
  25

  
	
  Section 3.11.

  	
  Counterparts

  	
  25

  
	
  Section 3.12.

  	
  Headings

  	
  25

  



 


i

















 


REGISTRATION RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT (the “Agreement”),
dated as of October 6, 2005, by and among Newton Holding, LLC, a Delaware
limited liability company (“Holding”), Newton Acquisition Inc., a
Delaware corporation (“Newton”), Newton Acquisition Merger Sub, Inc.,
a Delaware corporation (together with its successors, “MergerSub”, and,
collectively with Holding, Newton, and any of their respective successors, the “Company”)
and TPG Partners IV, L.P., TPG Newton III LLC, TPG Newton Co-Invest I LLC, DLJ
Merchant Banking Partners III, L.P., DLJ Offshore Partners III-1, C.V., DLJ
Offshore Partners III-2, C.V., DLJ Offshore Partners III, C.V., DLJ MB Partners
III GmbH & Co. KG, Millennium Partners II, L.P., MBP III Plan
Investors, L.P., Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
Private Equity IX, L.P., Warburg
Pincus Netherlands Private Equity VIII, C.V. I, Warburg Pincus Germany
Private Equity VIII K.G., Newton Co-Invest I LLC and Newton Co-Invest II LLC.


 


WITNESSETH:


 


WHEREAS, as of the date hereof, the Holders (as
defined below) own Registrable Securities (as defined below) of the Company;
and


 


WHEREAS, the parties desire to set forth certain
registration rights applicable to the Registrable Securities of the Company.


 


NOW, THEREFORE, in consideration of the foregoing and
the mutual promises, covenants and agreements of the parties hereto, and for
other good and valuable consideration the receipt and sufficiency of which are
hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I



DEFINITIONS


 


SECTION 1.01.      Defined
Terms.  As used in this Agreement,
the following terms shall have the following meanings:


 


“Adverse Disclosure” means public disclosure of
material non-public information that, in the Board of Directors’ good faith
judgment, after consultation with independent outside counsel to the Company, (i) would
be required to be made in any Registration Statement filed with the SEC by the
Company so that such Registration Statement would not be materially misleading;
(ii) would not be required to be made at such time but for the filing of
such Registration Statement; and (iii) the Company has a bona  fide
business purpose for not disclosing publicly.


 


“Agreement” has the meaning set forth in the
preamble.


 


“Affiliate” has the meaning specified in Rule 12b-2
under the Exchange Act.  The term “Affiliated”
has a correlative meaning.


 

















 


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


 


“Business Day” means any day other than a
Saturday, Sunday or a day on which commercial banks located in New York, New
York or Fort Worth, Texas are required or authorized by law to be closed.


 


“Common Share Equivalents” means securities
(including, without limitation, warrants) exercisable, exchangeable or
convertible into Common Shares.


 


“Common Shares” means the shares of common
stock, par value $.01 per share, of the Company, any securities into which such
shares of common stock shall have been changed or any securities resulting from
any reclassification or recapitalization of such shares of common stock.


 


“Company” has the meaning set forth in the
preamble and shall include the Company’s successors by merger, acquisition,
reorganization, conversion or otherwise.


 


“Company Public Sale” has the meaning set forth
in Section 2.03(a).


 


“Company Shares” means Common Shares and Common
Share Equivalents.


 


“Demand Notice” has the meaning set forth in Section 2.01(e).


 


“Demand Period” has the meaning set forth in Section 2.01(d).


 


“Demand Registration” has the meaning set forth
in Section 2.01(a).


 


“Demand Registration Statement” has the meaning
set forth in Section 2.01(a).


 


“Demand Suspension” has the meaning set forth
in Section 2.01(g).


 


“Demanding Sponsor” has the meaning set forth
in Section 2.01(a).


 


“Effectiveness Date” means the date on which
Holders are no longer subject to any underwriter’s lock-up or other contractual
restriction on the sale of Registrable Securities in connection with the
Company’s QPO.


 


“Exchange Act” means the Securities Exchange
Act of 1934, as amended, and any successor thereto, and any rules and
regulations promulgated thereunder, all as the same shall be in effect from
time to time.


 


“Holder” means any holder of Registrable
Securities who is a party hereto or who succeeds to rights hereunder pursuant
to Section 4.06.


 


“Holding” has the meaning set forth in the
preamble and shall include Holding’s successors by merger, acquisition,
reorganization, conversion or otherwise.


 


2

















 


“Holding LLC Agreement” means the Amended and
Restated Limited Liability Company Operating Agreement of Holding, dated as of
the date hereof, as amended, modified or supplemented from time to time.


 


“Long-Form Registration Statement” has the
meaning set forth in Section 2.01(a).


 


“Material Adverse Change” means (i) any
general suspension of trading in, or limitation on prices for, securities on
any national securities exchange or in the over-the-counter market in the
United States; (ii) the declaration of a banking moratorium or any
suspension of payments in respect of banks in the United States; (iii) a
material outbreak or escalation of armed hostilities or other international or
national calamity involving the United States or the declaration by the United
States of a national emergency or war or a change in national or international
financial, political or economic conditions; and (iv) any event, change,
circumstance or effect that is or is reasonably likely to be materially adverse
to the business, properties, assets, liabilities, condition (financial or
otherwise), operations, results of operations or prospects of the Company and
its subsidiaries taken as a whole.


 


“MergerSub” has the meaning set forth in the
preamble.


 


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


 


“Newton” has the meaning set forth in preamble.


 


“Participating Holder” means, with respect to
any Registration, any Holder of Registrable Securities covered by the
applicable Registration Statement.


 


“Permitted Transferee” has the meaning set
forth in Section 4.06.


 


“Person” means any individual, partnership,
corporation, limited liability company, unincorporated organization, trust or
joint venture, or a governmental agency or political subdivision thereof.


 


“Piggyback Registration” has the meaning set
forth in Section 2.03(a).


 


“Preemption Notice” has the meaning set forth
in Section 2.01(f).


 


“Prospectus” means the prospectus included in
any Registration Statement, all amendments and supplements to such prospectus,
including pre- and post-effective amendments to such Registration Statement,
and all other material incorporated by reference in such prospectus.


 


“Qualified Public Offering” or “QPO”
means the first underwritten public offering and sale of equity securities of
the Company or its successor for cash pursuant to an effective registration
statement (other than on Form S-4, S-8 or a comparable form) under the
Securities Act with the aggregate net proceeds to the Company or its successor
under such offering or sale, in combination with any previous underwritten
public offering or sale of equity securities of the Company or its successor
for cash pursuant to an effective registration statement 


 


3

















 


(other than on Form S-4, S-8 or a comparable form) under the
Securities Act, in excess of $300,000,000.


 


“Registrable Securities” means any Company
Shares and any securities that may be issued or distributed or be issuable in
respect of any Company Shares by way of conversion, dividend, stock split or
other distribution, merger, consolidation, exchange, recapitalization or
reclassification or similar transaction; provided, however, that
any such Registrable Securities shall cease to be Registrable Securities to the
extent (i) a Registration Statement with respect to the sale of such
Registrable Securities has been declared effective under the Securities Act and
such Registrable Securities have been disposed of in accordance with the plan
of distribution set forth in such Registration Statement, (ii) such
Registrable Securities have been distributed pursuant to Rule 144 (or any
similar provisions then in force) under the Securities Act or (iii) such
Registrable Securities shall have been otherwise transferred and new
certificates for them not bearing a legend restricting transfer under the
Securities Act shall have been delivered by the Company and such securities may
be publicly resold without Registration under the Securities Act.


 


“Registration” means a registration with the
SEC of the Company’s securities for offer and sale to the public under a
Registration Statement.  The term “Register”
shall have a correlative meaning.


 


“Registration Expenses” has the meaning set
forth in Section 2.08.


 


“Registration Statement” means any registration
statement of the Company filed with, or to be filed with, the SEC under the rules and
regulations promulgated under the Securities Act, including the related
Prospectus, amendments and supplements to such registration statement,
including pre- and post-effective amendments, and all exhibits and all material
incorporated by reference in such registration statement.


 


“Representatives” means, with respect to any
Person, any of such Person’s officers, directors, employees, agents, attorneys,
accountants, actuaries, consultants, equity financing partners or financial
advisors or other Person associated with, or acting on behalf of, such Person.


 


“SEC” means the Securities and Exchange
Commission.


 


“Securities Act” means the Securities Act of
1933, as amended, and any successor thereto, and any rules and regulations
promulgated thereunder, all as the same shall be in effect from time to time.


 


“Shelf Period” has the meaning set forth in Section 2.02(b).


 


“Shelf Registration” means a Registration
effected pursuant to Section 2.02.


 


“Shelf Registration Statement” means a
Registration Statement of the Company filed with the SEC on either (i) Form S-3
(or any successor form or other appropriate form under the Securities Act) or (ii) if
the Company is not permitted to file a Registration Statement on Form S-3,
an evergreen Registration Statement on Form S-1 (or any successor form or
other 


 


4

















 


appropriate form under the Securities Act), in each case for an
offering to be made on a continuous basis pursuant to Rule 415 under the
Securities Act (or any similar rule that may be adopted by the SEC)
covering the Registrable Securities, as applicable.


 


“Shelf Suspension” has the meaning set forth in
Section 2.02(d).


 


“Short-Form Registration Statement” has
the meaning set forth in Section 2.01(a).


 


“Sponsors” means each of TPG and WP.


 


“TPG” means, collectively, TPG Partners IV,
L.P., TPG Newton III LLC, TPG Newton Co-Invest I LLC and their respective
Affiliates and permitted assignees hereunder.


 


“Underwritten Offering” means a Registration in
which securities of the Company are sold to an underwriter or underwriters on a
firm commitment basis for reoffering to the public.


 


“WP” means, collectively, Warburg Pincus
Private Equity VIII, L.P., Warburg
Pincus Netherlands Private Equity VIII, C.V. I, Warburg Pincus Germany
Private Equity VIII K.G., Warburg Pincus Private Equity IX, L.P. and their
respective Affiliates and permitted assignees hereunder.


 


SECTION 1.02.      Other
Interpretive Provisions.  (a) 
The meanings of defined terms are equally applicable to the singular and plural
forms thereof.


 


(b)           The
words “hereof”, “herein”, “hereunder” and similar words
refer to this Agreement as a whole and not to any particular provision of this
Agreement; and any subsection, Section, Exhibit, Schedule and Annex
references are to this Agreement unless otherwise specified.


 


(c)           The
term “including” is not limiting and means “including without
limitation.”


 


(d)           The
captions and headings of this Agreement are for convenience of reference only
and shall not affect the interpretation of this Agreement.


 


(e)           Whenever
the context requires, any pronouns used herein shall include the corresponding
masculine, feminine or neuter forms.


 


ARTICLE II



REGISTRATION RIGHTS


 


SECTION 2.01.      Demand
Registration.


 


(a)           Demand
by the Sponsors.  If, after the
Effectiveness Date, there is no currently effective Shelf Registration
Statement on file with the SEC, a Sponsor holding, directly or indirectly, in
the aggregate, not less than five percent (5%) of the Registrable Securities
then 


 


5

















 


outstanding may make a written request to the Company
for Registration of all or part of the Registrable Securities held by such
Sponsor (a “Demanding Sponsor”) (i) on Form S-1 or any similar
long-form registration statement (a “Long-Form Registration”) or (ii) on
Form S-3 or any similar short-form registration statement (a “Short-Form Registration
Statement”) if the Company qualifies to use such short form.  Any such requested Long-Form Registration
or Short-Form Registration shall hereinafter be referred to as a “Demand
Registration.”  Each request for a
Demand Registration shall specify the kind and aggregate amount of Registrable
Securities to be Registered and the intended methods of disposition
thereof.  Within thirty (30) days of a
request for a Demand Registration, the Company shall file a Registration
Statement relating to such Demand Registration (a “Demand Registration
Statement”), and shall use its reasonable best efforts to cause such Demand
Registration Statement to promptly be declared effective under (x) the
Securities Act and (y) the “Blue Sky” laws of such jurisdictions as any Participating
Holder or any underwriter, if any, reasonably requests.


 


(b)           Limitation
on Demand Registrations.  Each
Sponsor shall have the right to request up to three (3) Long-Form Registrations
and an unlimited number of Short-Form Registrations.  Notwithstanding the foregoing, (i) each
Sponsor may request no more than two (2) Demand Registration in any twelve
(12) - month period and (ii) in no event shall the Company be required to
effect more than three (3) Demand Registrations in any twelve (12) - month
period.


 


(c)           Demand Withdrawal.  A Demanding Sponsor and any other Holder that
has requested its Registrable Securities be included in a Demand Registration
pursuant to Section 2.01(e) may withdraw its Registrable Securities from a
Demand Registration at any time prior to the effectiveness of the applicable
Demand Registration Statement.  Upon
receipt of a notice to such effect from the Demanding Sponsor, the Company
shall cease all efforts to secure effectiveness of the applicable Demand
Registration Statement and such Registration nonetheless shall be deemed a
Demand Registration with respect to the Demanding Sponsor for purposes of
Section 2.01(b) unless (i) the withdrawing Demanding Sponsor shall have paid or
reimbursed the Company for its pro  rata share of all reasonable
and documented out-of-pocket fees and expenses incurred by the Company in
connection with the Registration of such Demanding Sponsor’s withdrawn
Registrable Securities (based on the number of securities the Demanding Sponsor
sought to register, as compared to the total number of securities included on
such Demand Registration Statement) or (ii) the withdrawal is made following
the occurrence of a Material Adverse Change or because the Registration would
require the Company to make an Adverse Disclosure.


 


(d)           Effective
Registration.  The Company shall be
deemed to have effected a Demand Registration if the Demand Registration
Statement is declared effective by the SEC and remains effective for not less
than one hundred eighty (180) days (or such shorter period as shall terminate
when all Registrable Securities covered by such Demand Registration Statement
have been sold or withdrawn), or if such Registration Statement relates to an
Underwritten Offering, such longer period as, in the opinion of counsel for the
underwriter or underwriters, a Prospectus is required by law to be delivered in
connection with sales of Registrable Securities by an underwriter or dealer
(the applicable period, the “Demand Period”).  No Demand Registration shall be deemed to
have been effected if (i) during the Demand Period such Registration is
interfered with by any stop order, injunction or other order or requirement of
the SEC or other


 


6

















 


governmental agency or court or (ii) the
conditions to closing specified in the underwriting agreement, if any, entered
into in connection with such Registration are not satisfied other than by
reason of a wrongful act, misrepresentation or breach of such applicable
underwriting agreement by the Demanding Sponsor.


 


(e)           Demand
Notice.  Promptly upon receipt of any
request for a Demand Registration pursuant to Section 2.01(a) (but in
no event more than five (5) Business Days thereafter), the Company shall
deliver a written notice (a “Demand Notice”) of any such Registration
request to all other Holders, and the Company shall include in such Demand
Registration all such Registrable Securities with respect to which the Company
has received written requests for inclusion therein within ten (10) Business
Days after the date that the Demand Notice has been delivered.  All requests made pursuant to this Section 2.01(e) shall
specify the aggregate amount of Registrable Securities to be registered and the
intended method of distribution of such securities.


 


(f)            Delay
in Filing; Suspension of Registration. 
If the filing, initial effectiveness or continued use of a Demand
Registration Statement at any time would require the Company to make an Adverse
Disclosure, the Company may, upon giving prompt written notice of such action
to the Holders, delay the filing or initial effectiveness of, or suspend use
of, the Demand Registration Statement (a “Demand Suspension”); provided,
however, that the Company shall not be permitted to exercise a Demand
Suspension (i) more than once during any twelve (12)-month period, or (ii) for
a period exceeding thirty (30) days on any one occasion.  In the case of a Demand Suspension, the
Holders agree to suspend use of the applicable Prospectus in connection with
any sale or purchase, or offer to sell or purchase, Registrable Securities,
upon receipt of the notice referred to above. 
The Company shall immediately notify the Holders upon the termination of
any Demand Suspension, amend or supplement the Prospectus, if necessary, so it
does not contain any untrue statement or omission and furnish to the Holders
such numbers of copies of the Prospectus as so amended or supplemented as the
Holders may reasonably request.  The
Company agrees, if necessary, to supplement or make amendments to the Demand
Registration Statement, if required by the registration form used by the
Company for the Demand Registration or by the instructions applicable to such
registration form or by the Securities Act or the rules or regulations
promulgated thereunder or as may reasonably be requested by the Demanding
Sponsor.


 


(g)           Underwritten
Offering.  If a Demanding Sponsor so
requests, an offering of Registrable Securities pursuant to a Demand
Registration shall be in the form of an Underwritten Offering, and such
Demanding Sponsor shall have the right to select the managing underwriter or
underwriters to administer the offering; provided that such managing
underwriter or underwriters shall be reasonably acceptable to the Company and
the other Sponsor.


 


(h)           Priority
of Securities Registered Pursuant to Demand Registrations.  If the managing underwriter or underwriters
of a proposed Underwritten Offering of the Registrable Securities included in a
Demand Registration (or, in the case of a Demand Registration not being
underwritten, the Sponsors), advise the Board of Directors in writing that, in
its or their opinion, the number of securities requested to be included in such
Demand Registration exceeds the number which can be sold in such offering
without being likely to have a significant adverse effect on the price, timing
or distribution of the securities offered or the market for the securities 


 


7

















 


offered, the securities to be included in such Demand
Registration (i) first, shall be allocated pro  rata among
the Holders that have requested to participate in such Demand Registration
based on the relative number of Registrable Securities then held by each such
Holder (provided that any securities thereby allocated to a Holder that
exceed such Holder’s request shall be reallocated among the remaining
requesting Holders in like manner) and (ii) next, and only if all the
securities referred to in clause (i) have been included, the number of
securities that the Company proposes to include in such Registration that, in
the opinion of the managing underwriter or underwriters (or the Sponsors, as
the case may be) can be sold without having such adverse effect.


 


(i)            In
the event any Holder requests to participate in a registration pursuant to this
Section 2.01 in connection with a distribution of Registrable Securities
to its partners or members, the registration shall provide for resale by such
partners or members, if requested by the Holder.


 


SECTION 2.02.      Shelf
Registration.


 


(a)           Filing.  After the Effectiveness Date, as promptly as
practicable following a request by a Sponsor holding, directly or indirectly,
in the aggregate, not less than five percent (5%) of the Registrable Securities
then outstanding, the Company shall file with the SEC a Shelf Registration
Statement relating to the offer and sale of all Registrable Securities by the
Holders from time to time in accordance with the methods of distribution
elected by such Holders and set forth in the Shelf Registration Statement and,
as promptly as practicable thereafter, shall use its reasonable best efforts to
cause such Shelf Registration Statement to be declared effective under the
Securities Act.  If, on the date of any such
request, the Company does not qualify to file a Shelf Registration Statement
under the Securities Act, the provisions of this Section 2.02 shall not apply,
and the provisions of Section 2.01 shall apply instead.


 


(b)           Continued
Effectiveness.  The Company shall use
its reasonable best efforts to keep such Shelf Registration Statement
continuously effective under the Securities Act in order to permit the
Prospectus forming a part thereof to be usable by Holders until the earlier of (i) the
date as of which all Registrable Securities have been sold pursuant to the
Shelf Registration Statement or another registration statement filed under the
Securities Act (but in no event prior to the applicable period referred to in Section 4(3) of
the Securities Act and Rule 174 thereunder) and (ii) the date as of
which each of the Holders is permitted to sell its Registrable Securities
without Registration pursuant to Rule 144 under the Securities Act without
volume limitation or other restrictions on transfer thereunder (such period of
effectiveness, the “Shelf Period”). 
Subject to Section 2.02(d), the Company shall not be deemed to have
used its reasonable best efforts to keep the Shelf Registration Statement
effective during the Shelf Period if the Company voluntarily takes any action
or omits to take any action that would result in Holders of Registrable
Securities covered thereby not being able to offer and sell any Registrable
Securities pursuant to such Shelf Registration Statement during the Shelf
Period, unless such action or omission is required by applicable law.


 


(c)           Shelf
Notice.  Promptly upon receipt of any
request to file a Shelf Registration Statement pursuant to Section 2.02(a) (but
in no event more than five (5) Business 


 


8

















 


Days thereafter), the Company shall deliver a written
notice of any such request to all other Holders specifying the amount of
Registrable Securities to be registered.


 


(d)           Suspension
of Registration.  If the continued
use of such Shelf Registration Statement at any time would require the Company
to make an Adverse Disclosure, the Company may, upon giving at least ten days’
prior written notice of such action to the Holders, suspend use of the Shelf
Registration Statement (a “Shelf Suspension”); provided that the
Company shall not be permitted to exercise a Shelf Suspension (i) more
than one time during any twelve (12)-month period, or (ii) for a period
exceeding thirty (30) days on any one occasion. 
In the case of a Shelf Suspension, the Holders agree to suspend use of
the applicable Prospectus in connection with any sale or purchase of, or offer
to sell or purchase, Registrable Securities, upon receipt of the notice
referred to above.  The Company shall
immediately notify the Holders upon the termination of any Shelf Suspension,
amend or supplement the Prospectus, if necessary, so it does not contain any
untrue statement or omission and furnish to the Holders such numbers of copies
of the Prospectus as so amended or supplemented as the Holders may reasonably
request.  The Company agrees, if
necessary, to supplement or make amendments to the Shelf Registration
Statement, if required by the registration form used by the Company for the
Shelf Registration or by the instructions applicable to such registration form
or by the Securities Act or the rules or regulations promulgated
thereunder or as may reasonably be requested by the Sponsors.


 


(e)           Underwritten
Offering.  If a Sponsor holding,
directly or indirectly, in the aggregate, not less than five percent (5 %) of
the Registrable Securities then outstanding so elects, an offering of
Registrable Securities pursuant to the Shelf Registration Statement shall be in
the form of an Underwritten Offering, and the Company shall amend or supplement
the Shelf Registration Statement for such purpose, such Sponsor shall have the
right to select the managing underwriter or underwriters to administer such
offering; provided that such managing underwriter or underwriters shall
be reasonably acceptable to the Company and the other Sponsor.


 


SECTION 2.03.      Piggyback
Registration.


 


(a)           Participation.  If the Company at any time proposes to file a
Registration Statement under the Securities Act with respect to any offering of
its securities for its own account or for the account of any other Persons (other
than (i) a Registration under Section 2.01 or 2.02, (ii) a
Registration on Form S-4 or S-8 or any successor form to such Forms or (iii) a
Registration of securities solely relating to an offering and sale to employees
or directors of the Company pursuant to any employee stock plan or other
employee benefit plan arrangement) (a “Company Public Sale”), then, as
soon as practicable (but in no event less than forty-five (45) days prior to
the proposed date of filing of such Registration Statement), the Company shall
give written notice of such proposed filing to the Holders, and such notice
shall offer the Holders the opportunity to Register under such Registration
Statement such number of Registrable Securities as each such Holder may request
in writing (a “Piggyback Registration”). 
Subject to Section 2.03(b), the Company shall include in such
Registration Statement all such Registrable Securities that are requested to be
included therein within fifteen (15) days after the receipt by such Holders of
any such notice; provided that if at any time after giving written
notice of its intention to Register any securities and prior to the effective
date of the Registration Statement filed in 


 


9

















 


connection with such Registration, the Company shall
determine for any reason not to Register or to delay Registration of such
securities, the Company shall give written notice of such determination to each
Holder and, thereupon, (i) in the case of a determination not to Register,
shall be relieved of its obligation to Register any Registrable Securities in
connection with such Registration (but not from its obligation to pay the
Registration Expenses in connection therewith), without prejudice, however, to
the rights of the Sponsors to request that such Registration be effected as a
Demand Registration under Section 2.01, and (ii) in the case of a
determination to delay Registering, in the absence of a request for a Demand
Registration, shall be permitted to delay Registering any Registrable
Securities, for the same period as the delay in Registering such other
securities.  If the offering pursuant to
such Registration Statement is to be underwritten, then each Holder making a
request for a Piggyback Registration pursuant to this Section 2.03(a) must,
and the Company shall make such arrangements with the managing underwriter or
underwriters so that each such Holder may, participate in such Underwritten
Offering.  If the offering pursuant to
such Registration Statement is to be on any other basis, then each Holder
making a request for a Piggyback Registration pursuant to this Section 2.03(a) must,
and the Company shall make such arrangements so that each such Holder may,
participate in such offering on such basis. 
Each Holder shall be permitted to withdraw all or part of its
Registrable Securities from a Piggyback Registration at any time prior to the
effectiveness of such Registration Statement.


 


(b)           Priority
of Piggyback Registration.  If the
managing underwriter or underwriters of any proposed Underwritten Offering of
Registrable Securities included in a Piggyback Registration informs the Company
and the Holders of Registrable Securities in writing that, in its or their
opinion, the number of securities which such Holders and any other Persons
intend to include in such offering exceeds the number which can be sold in such
offering without being likely to have a significant adverse effect on the
price, timing or distribution of the securities offered or the market for the
securities offered, then the securities to be included in such Registration
shall be (i) first, 100% of the securities that the Company or (subject to
Section 2.07) any Person (other than a Holder) exercising a contractual
right to demand Registration, as the case may be, proposes to sell, and (ii) second,
and only if all the securities referred to in clause (i) have been
included, the number of Registrable Securities that, in the opinion of such
managing underwriter or underwriters, can be sold without having such adverse
effect, with such number to be allocated pro  rata among the
Holders that have requested to participate in such Registration based on the
relative number of Registrable Securities then held by each such Holder (provided
that any securities thereby allocated to a Holder that exceed such Holder’s
request shall be reallocated among the remaining requesting Holders in like
manner) and (iii) third, and only if all of the Registrable Securities
referred to in clause (ii) have been included in such Registration, any
other securities eligible for inclusion in such Registration.


 


(c)           No
Effect on Demand Registrations.  No
Registration of Registrable Securities effected pursuant to a request under
this Section 2.03 shall be deemed to have been effected pursuant to
Sections 2.01 and 2.02 or shall relieve the Company of its obligations under
Sections 2.01 or 2.02.


 


10

















 


SECTION 2.04.      Black-out
Periods.


 


(a)           Black-out
Periods for Holders.  In the event of
a Company Public Sale of the Company’s equity securities in an Underwritten
Offering, the Holders agree, if requested by the managing underwriter or
underwriters in such Underwritten Offering, not to effect any public sale or
distribution of any securities (except, in each case, as part of the applicable
Registration, if permitted) that are the same as or similar to those being
Registered in connection with such Company Public Sale, or any securities
convertible into or exchangeable or exercisable for such securities, during the
period beginning seven (7) days before and ending one hundred eighty (180)
days (in the event of the Company’s initial public offering) or ninety (90)
days (in the event of any other Company Public Sale) (or, in either case, such
lesser period as may be permitted by the Company or such managing underwriter
or underwriters) after, the effective date of the Registration Statement filed
in connection with such Registration, to the extent timely notified in writing
by the Company or the managing underwriter or underwriters; provided, however,
such restrictions shall not apply to (i) securities acquired in the public
market subsequent to the initial public offering , (ii) distributions-in-kind
to a Holder’s limited partners and (iii) transfers to Affiliates but only
if such Affiliates agree to be bound by the restrictions herein..


 


(b)           Black-out
Period for the Company and Others. 
In the case of a Registration of Registrable Securities pursuant to Section 2.01
or 2.02 for an Underwritten Offering, the Company and the Holders agree, if
requested by the Sponsors or the managing underwriter or underwriters, not to
effect any public sale or distribution of any securities that are the same as
or similar to those being Registered, or any securities convertible into or
exchangeable or exercisable for such securities, during the period beginning
seven (7) days before, and ending ninety (90) days (or such lesser period
as may be permitted by the Sponsors or such managing underwriter or
underwriters) after, the effective date of the Registration Statement filed in
connection with such Registration (or, in the case of an offering under a Shelf
Registration Statement, the date of the closing under the underwriting
agreement in connection therewith), to the extent timely notified in writing by
the Sponsors or the managing underwriter or underwriters.  Notwithstanding the foregoing, the Company
may effect a public sale or distribution of securities of the type described
above and during the periods described above if such sale or distribution is
made pursuant to Registrations on Form S-4 or S-8 or any successor form to
such Forms or as part of any Registration of securities for offering and sale
to employees or directors of the Company pursuant to any employee stock plan or
other employee benefit plan arrangement. The Company agrees to use its
reasonable best efforts to obtain from each holder of restricted securities of
the Company which securities are the same as or similar to the Registrable
Securities being Registered, or any restricted securities convertible into or
exchangeable or exercisable for any of such securities, an agreement not to
effect any public sale or distribution of such securities during any such
period referred to in this paragraph, except as part of any such Registration,
if permitted.  Without limiting the
foregoing (but subject to Section 2.07), if after the date hereof the
Company grants any Person (other than a Holder) any rights to demand or
participate in a Registration, the Company agrees that the agreement with
respect thereto shall include such Person’s agreement to comply with any
black-out period required by this Section as if it were the Company
hereunder.


 


11

















 


SECTION 2.05.      Registration
Procedures.


 


(a)           In
connection with the Company’s Registration obligations under Sections 2.01,
2.02 and 2.03, the Company shall use its reasonable best efforts to effect such
Registration to permit the sale of such Registrable Securities in accordance
with the intended method or methods of distribution thereof as expeditiously as
reasonably practicable, and in connection therewith the Company shall:


 


(i)            prepare
the required Registration Statement including all exhibits and financial
statements required under the Securities Act to be filed therewith, and before
filing a Registration Statement or Prospectus, or any amendments or supplements
thereto, (x) furnish to the underwriters, if any, and to Participating
Holders, copies of all documents prepared to be filed, which documents shall be
subject to the review of such underwriters and such Holders and their
respective counsel and (y) except in the case of a Registration under Section 2.03,
not file any Registration Statement or Prospectus or amendments or supplements
thereto to which the Sponsors or the underwriters, if any, shall reasonably
object;


 


(ii)           as
soon as possible (in the case of a Demand Registration, no later than thirty
(30) days after a request for a Demand Registration) file with the SEC a
Registration Statement relating to the Registrable Securities including all
exhibits and financial statements required by the SEC to be filed therewith,
and use its reasonable best efforts to cause such Registration Statement to
become effective under the Securities Act as soon as practicable;


 


(iii)          prepare
and file with the SEC such pre- and post-effective amendments to such
Registration Statement and supplements to the Prospectus as may be
(x) reasonably requested by a Sponsor, (y) reasonably requested by
any other Participating Holder (to the extent such request relates to
information relating to such Holder), or (z) necessary to keep such
Registration effective for the period of time required by this Agreement, and
comply with provisions of the applicable securities laws with respect to the
sale or other disposition of all securities covered by such Registration
Statement during such period in accordance with the intended method or methods
of disposition by the sellers thereof set forth in such Registration Statement;


 


(iv)          notify
the Participating Holders and the managing underwriter or underwriters, if any,
and (if requested) confirm such advice in writing and provide copies of the
relevant documents, as soon as reasonably practicable after notice thereof is
received by the Company (a) when the applicable Registration Statement or
any amendment thereto has been filed or becomes effective, and when the
applicable Prospectus or any amendment or supplement to such Prospectus has
been filed, (b) of any written comments by the SEC or any request by the
SEC or any other federal or state governmental authority for amendments or
supplements to such Registration Statement or such Prospectus or for additional
information, (c) of the issuance by the SEC of any stop order suspending
the effectiveness of such Registration Statement or any order by the SEC or any
other regulatory authority preventing or suspending the use of any preliminary
or final Prospectus or the initiation or threatening of any proceedings for 


 


12

















 


such purposes, (d) if,
at any time, the representations and warranties of the Company in any
applicable underwriting agreement cease to be true and correct in all material
respects, and (e) of the receipt by the Company of any notification with
respect to the suspension of the qualification of the Registrable Securities
for offering or sale in any jurisdiction or the initiation or threatening of
any proceeding for such purpose;


 


(v)           promptly
notify the Participating Holders and the managing underwriter or underwriters,
if any, when the Company becomes aware of the happening of any event as a
result of which the applicable Registration Statement or the Prospectus
included in such Registration Statement (as then in effect) contains any untrue
statement of a material fact or omits to state a material fact necessary to
make the statements therein (in the case of such Prospectus and any preliminary
Prospectus, in light of the circumstances under which they were made) not misleading
or, if for any other reason it shall be necessary during such time period to
amend or supplement such Registration Statement or Prospectus in order to
comply with the Securities Act and, in either case as promptly as reasonably
practicable thereafter, prepare and file with the SEC, and furnish without
charge to the Participating Holders and the managing underwriter or
underwriters, if any, an amendment or supplement to such Registration Statement
or Prospectus which shall correct such misstatement or omission or effect such
compliance;


 


(vi)          use
its reasonable best efforts to prevent, or obtain the withdrawal of, any stop
order or other order suspending the use of any preliminary or final Prospectus;


 


(vii)         promptly
incorporate in a Prospectus supplement or post-effective amendment such
information as the managing underwriter or underwriters and the Sponsors agree
should be included therein relating to the plan of distribution with respect to
such Registrable Securities; and make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably practicable after
being notified of the matters to be incorporated in such Prospectus supplement
or post-effective amendment;


 


(viii)        furnish
to each Participating Holder and each underwriter, if any, without charge, as
many conformed copies as such Holder or underwriter may reasonably request of
the applicable Registration Statement and any amendment or post-effective
amendment thereto, including financial statements and schedules, all documents
incorporated therein by reference and all exhibits (including those
incorporated by reference);


 


(ix)           deliver
to each Participating Holder and each underwriter, if any, without charge, as
many copies of the applicable Prospectus (including each preliminary
prospectus) and any amendment or supplement thereto as such Holder or
underwriter may reasonably request (it being understood that the Company
consents to the use of such Prospectus or any amendment or supplement thereto
by such Holder and the underwriters, if any, in connection with the offering
and sale of the Registrable Securities covered by such Prospectus or any
amendment or supplement thereto) and such other documents as such Holder or
underwriter may reasonably request in order to facilitate the disposition of
the Registrable Securities by such Holder or underwriter;


 


13

















 


(x)            on
or prior to the date on which the applicable Registration Statement is declared
effective, use its reasonable best efforts to register or qualify, and
cooperate with the Participating Holders, the managing underwriter or
underwriters, if any, and their respective counsel, in connection with the
registration or qualification of such Registrable Securities for offer and sale
under the securities or “Blue Sky” laws of each state and other jurisdiction of
the United States as any Participating Holder or managing underwriter or
underwriters, if any, or their respective counsel reasonably request in writing
and do any and all other acts or things reasonably necessary or advisable to
keep such registration or qualification in effect for such period as required
by Section 2.01(d) or Section 2.02(b), whichever is applicable, provided
that the Company shall not be required to qualify generally to do business in
any jurisdiction where it is not then so qualified or to take any action which
would subject it to taxation or general service of process in any such
jurisdiction where it is not then so subject;


 


(xi)           cooperate
with the Participating Holders and the managing underwriter or underwriters, if
any, to facilitate the timely preparation and delivery of certificates
representing Registrable Securities to be sold and not bearing any restrictive
legends; and enable such Registrable Securities to be in such denominations and
registered in such names as the managing underwriters may request at least two
business days prior to any sale of Registrable Securities to the underwriters;


 


(xii)          use
its reasonable best efforts to cause the Registrable Securities covered by the
applicable Registration Statement to be registered with or approved by such
other governmental agencies or authorities as may be necessary to enable the
seller or sellers thereof or the underwriter or underwriters, if any, to
consummate the disposition of such Registrable Securities;


 


(xiii)         not
later than the effective date of the applicable Registration Statement, provide
a CUSIP number for all Registrable Securities and provide the applicable
transfer agent with printed certificates for the Registrable Securities which
are in a form eligible for deposit with The Depository Trust Company;


 


(xiv)        make
such representations and warranties to the Participating Holders and the
underwriters or agents, if any, in form, substance and scope as are customarily
made by issuers in secondary underwritten public offerings;


 


(xv)         enter
into such customary agreements (including underwriting and indemnification
agreements) and take all such other actions as the Sponsors or the managing
underwriter or underwriters, if any, reasonably request in order to expedite or
facilitate the registration and disposition of such Registrable Securities;


 


(xvi)        obtain
for delivery to the Participating Holders and to the underwriter or
underwriters, if any, an opinion or opinions from counsel for the Company dated
the effective date of the Registration Statement or, in the event of an
Underwritten Offering, the date of the closing under the underwriting
agreement, in customary form, scope and substance, which opinions shall be
reasonably satisfactory to such Holders or underwriters, as the case may be,
and their respective counsel;


 


14

















 


(xvii)       in
the case of an Underwritten Offering, obtain for delivery to the Company and
the managing underwriter or underwriters, with copies to the Participating
Holders, a cold comfort letter from the Company’s independent certified public
accountants in customary form and covering such matters of the type customarily
covered by cold comfort letters as the managing underwriter or underwriters
reasonably request, dated the date of execution of the underwriting agreement
and brought down to the closing under the underwriting agreement;


 


(xviii)      cooperate
with each Participating Holder and each underwriter, if any, participating in
the disposition of such Registrable Securities and their respective counsel in
connection with any filings required to be made with the NASD;


 


(xix)         use
its reasonable best efforts to comply with all applicable securities laws and
make available to its security holders, as soon as reasonably practicable, an
earnings statement satisfying the provisions of Section 11(a) of the
Securities Act and the rules and regulations promulgated thereunder;


 


(xx)          provide
and cause to be maintained a transfer agent and registrar for all Registrable
Securities covered by the applicable Registration Statement from and after a
date not later than the effective date of such Registration Statement;


 


(xxi)         use
its best efforts to cause all Registrable Securities covered by the applicable
Registration Statement to be listed on each securities exchange on which any of
the Company’s securities are then listed or quoted and on each inter-dealer
quotation system on which any of the Company’s securities are then quoted;


 


(xxii)        make
available upon reasonable notice at reasonable times and for reasonable periods
for inspection by the Sponsors, by any underwriter participating in any
disposition to be effected pursuant to such Registration Statement and by any
attorney, accountant or other agent retained by the Sponsors or any such
underwriter, all pertinent financial and other records, pertinent corporate
documents and properties of the Company, and cause all of the Company’s officers,
directors and employees and the independent public accountants who have
certified its financial statements to make themselves available to discuss the
business of the Company and to supply all information reasonably requested by
any such Person in connection with such Registration Statement as shall be
necessary to enable them to exercise their due diligence responsibility; provided
that any such Person gaining access to information regarding the Company
pursuant to this Section 2.05(a)(xxii) shall agree to hold in strict
confidence and shall not make any disclosure or use any information regarding
the Company that the Company determines in good faith to be confidential, and
of which determination such Person is notified, unless (w) the release of such
information is requested or required (by deposition, interrogatory, requests
for information or documents by a governmental entity, subpoena or similar
process), (x) such information is or becomes publicly known other than through
a breach of this or any other agreement of which such Person has knowledge, (y)
such information is or becomes available to such Person on a non-confidential
basis from a source other than the Company or (z) such information is
independently developed by such Person; and


 


15

















 


(xxiii)       in
the case of an Underwritten Offering, cause the senior executive officers of
the Company to participate in the customary “road show” presentations that may
be reasonably requested by the managing underwriter or underwriters in any such
Underwritten Offering and otherwise to facilitate, cooperate with, and
participate in each proposed offering contemplated herein and customary selling
efforts related thereto.


 


(b)           The
Company may require each Participating Holder to furnish to the Company such
information regarding the distribution of such securities and such other
information relating to such Holder and its ownership of Registrable Securities
as the Company may from time to time reasonably request in writing.  Each Participating Holder agrees to furnish
such information to the Company and to cooperate with the Company as reasonably
necessary to enable the Company to comply with the provisions of this
Agreement.


 


(c)           Each
Participating Holder agrees that, upon receipt of any notice from the Company
of the happening of any event of the kind described in Section 2.05(a)(v),
such Holder will forthwith discontinue disposition of Registrable Securities
pursuant to such Registration Statement until such Holder’s receipt of the
copies of the supplemented or amended Prospectus contemplated by Section 2.05(a)(v),
or until such Holder is advised in writing by the Company that the use of the
Prospectus may be resumed, and if so directed by the Company, such Holder shall
deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies then in such Holder’s possession, of the Prospectus
covering such Registrable Securities current at the time of receipt of such
notice.  In the event the Company shall
give any such notice, the period during which the applicable Registration
Statement is required to be maintained effective 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 Registrable
Securities covered by such Registration Statement either receives the copies of
the supplemented or amended Prospectus contemplated by Section 2.05(a)(v) or
is advised in writing by the Company that the use of the Prospectus may be
resumed.


 


(d)           Holders
may seek to register different types of Registrable Securities simultaneously,
and the Company shall use its reasonable best efforts to effect such
Registration and sale in accordance with the intended method or methods of
disposition specified by such Holders.


 


SECTION 2.06.      Underwritten
Offerings.


 


(a)           Demand
and Shelf Registrations.  If
requested by the underwriters for any Underwritten Offering requested by the
Sponsors pursuant to a Registration under Section 2.01 or Section 2.02,
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 Company, the Sponsors and the underwriters, and to contain such
representations and warranties by the Company and such other terms as are
generally prevailing in agreements of that type, including indemnities no less
favorable to the recipient thereof than those provided in Section 2.09.  The Participating Holders shall cooperate with the Company in the
negotiation of such underwriting agreement and shall give consideration to the
reasonable suggestions of the Company regarding the form thereof.  Such Holders shall be parties to such underwriting agreement, which underwriting
agreement shall (i) contain such representations and warranties 


 


16

















 


by, and the other agreements on the part of, the
Company to and for the benefit of such Holders as are customarily made by issuers to selling stockholders in
secondary underwritten public offerings and (ii) provide that any or all
of the conditions precedent to the obligations of such underwriters under such
underwriting agreement also shall be conditions precedent to the obligations
of  such Holders.  Such Holders shall not be required to make
any representations or warranties to or agreements with the Company or the
underwriters other than representations, warranties or agreements regarding
such Holders, such Holder’s title to the Registrable Securities, such Holder’s
intended method of distribution and any other representations required to be
made by such Holder under applicable law, and the aggregate amount of the
liability of such Holder shall not exceed such Holder’s net proceeds from such
Underwritten Offering.


 


(b)           Piggyback
Registrations.  If the Company
proposes to register any of its securities under the Securities Act as
contemplated by Section 2.03 and such securities are to be distributed in
an Underwritten Offering through one or more underwriters, the Company shall,
if requested by any Holder pursuant to Section 2.03 and subject to the
provisions of Section 2.03(b), use its reasonable best efforts to arrange
for such underwriters to include on the same terms and conditions that apply to
the other sellers in such Registration all the Registrable Securities to be
offered and sold by such Holder among the securities of the Company to be
distributed by such underwriters in such Registration.  The Participating Holders shall be parties to
the underwriting agreement between the Company and such underwriters, which
underwriting agreement shall (i) contain such representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such Holders as are customarily made by issuers to selling
stockholders in secondary underwritten public offerings and (ii) provide
that any or all of the conditions precedent to the obligations of such
underwriters under such underwriting agreement also shall be conditions
precedent to the obligations of such Holders. 
Any such Holder shall not be required to make any representations or
warranties to, or agreements with the Company or the underwriters other than
representations, warranties or agreements regarding such Holder; such Holder’s
title to the Registrable Securities and such Holder’s intended method of
distribution or any other representations required to be made by such Holder
under applicable law, and the aggregate amount of the liability of such Holder
shall not exceed such Holder’s net proceeds from such Underwritten Offering.


 


(c)           Participation
in Underwritten Registrations. 
Subject to provisions of Sections 2.06(a) and (b) above, no
Person may participate in any Underwritten Offering hereunder unless such
Person (i) agrees to sell such Person’s securities on the basis provided
in any underwriting arrangements approved by the Persons entitled to approve
such arrangements and (ii) completes and executes all questionnaires,
powers of attorney, indemnities, underwriting agreements and other documents
required under the terms of such underwriting arrangements.


 


(d)           Price
and Underwriting Discounts.  In the
case of an Underwritten Offering under Section 2.01 or 2.02, the price,
underwriting discount and other financial terms for the Registrable Securities
shall be determined by the Demanding Sponsor 
(or, in the case of a Shelf Registration, the Sponsor selling
Registrable Securities under the Shelf Registration Statement).  In addition, in the case of any Underwritten
Offering, each of the Holders may withdraw their request to participate in the
registration pursuant to Section 2.01, 2.02 or 2.03 after being advised of
such price, discount and other terms and shall not be required to enter into
any agreements or documentation that would require otherwise.


 


17

















 


SECTION 2.07.      No
Inconsistent Agreements; Additional Rights. 
The Company shall not hereafter enter into, and is not currently a party
to, any agreement with respect to its securities that is inconsistent with the
rights granted to the Holders by this Agreement.  Without the consent of the Sponsors, the
Company shall not enter into any agreement granting registration or similar
rights to any Person.


 


SECTION 2.08.      Registration
Expenses.  All expenses incident to
the Company’s performance of or compliance with this Agreement shall be paid by
the Company, including (i) all registration and filing fees, and any other
fees and expenses associated with filings required to be made with the SEC or
the NASD, (ii) all fees and expenses in connection with compliance with
any securities or “Blue Sky” laws, (iii) all printing, duplicating, word
processing, messenger, telephone, facsimile and delivery expenses (including
expenses of printing certificates for the Registrable Securities in a form
eligible for deposit with The Depository Trust Company and of printing
prospectuses), (iv) all fees and disbursements of counsel for the Company
and of all independent certified public accountants of the Company (including
the expenses of any special audit and cold comfort letters required by or
incident to such performance), (v) Securities Act liability insurance or
similar insurance if the Company so desires or the underwriters so require in
accordance with then-customary underwriting practice, (vi) all fees and
expenses incurred in connection with the listing of the Registrable Securities
on any securities exchange or quotation of the Registrable Securities on any
inter-dealer quotation system, (vii) all applicable rating agency fees
with respect to the Registrable Securities, (viii) all reasonable fees and
disbursements of legal counsel selected by the Demanding Sponsor  (or, in the case of a Shelf Registration, the
Sponsor  selling Registrable Securities
under the Shelf Registration Statement), (ix) all fees and expenses of
accountants selected by the Demanding Sponsor 
(or, in the case of a Shelf Registration, the Investor selling
Registrable Securities under the Shelf Registration Statement), (x) any
reasonable fees and disbursements of underwriters customarily paid by issuers
or sellers of securities, (xi) all fees and expenses of any special
experts or other Persons retained by the Company in connection with any Registration,
(xii) all of the Company’s internal expenses (including all salaries and
expenses of its officers and employees performing legal or accounting duties)
and (xiii) all expenses related to the “road-show” for any underwritten
offering, including all travel, meals and lodging.  All such expenses are referred to herein as “Registration
Expenses.”  The Company shall not be
required to pay any fees and disbursements to underwriters not customarily paid
by the issuers of securities in a secondary offering, including underwriting
discounts and commissions and transfer taxes, if any, attributable to the sale
of Registrable Securities.


 


SECTION 2.09.      Indemnification.


 


(a)           Indemnification
by the Company.  The Company agrees
to indemnify and hold harmless, to the full extent permitted by law, each
Holder, each member, limited or general partner thereof, each member, limited
or general partner of each such member, limited or general partner, each of
their respective Affiliates, officers, directors, shareholders, employees,
advisors, and agents and each Person who controls (within the meaning of the
Securities Act or the Exchange Act) such Persons and each of their respective
Representatives from and against any and all losses, penalties, judgments,
suits, costs, claims, damages, liabilities and expenses, joint or several
(including reasonable costs of investigation and legal expenses) (each, a “Loss”
and collectively “Losses”) arising out of or based upon (i) any
untrue or alleged untrue statement of a 


 


18

















 


material fact contained in any Registration Statement
under which such Registrable Securities were Registered under the Securities
Act (including any final, preliminary or summary Prospectus contained therein
or any amendment thereof or supplement thereto or any documents incorporated by
reference therein) or any other disclosure document produced by or on behalf of
the Company or any of its subsidiaries including, without limitation, reports
and other documents filed under the Exchange Act, (ii) any omission or
alleged omission to state therein a material fact required to be stated therein
or necessary to make the statements therein (in the case of a Prospectus or
preliminary Prospectus, in light of the circumstances under which they were
made) not misleading or (iii) any actions or inactions or proceedings in
respect of the foregoing whether or not such indemnified party is a party
thereto; provided, that the Company shall not be liable to any
particular indemnified party (A) to the extent that any such Loss arises
out of or is based upon an untrue statement or alleged untrue statement or
omission or alleged omission made in any such Registration Statement or other
document in reliance upon and in conformity with written information furnished
to the Company by such indemnified party expressly for use in the preparation
thereof or (B) to the extent that any such Loss arises out of or is based
upon an untrue statement or omission in a preliminary Prospectus relating to
Registrable Securities, if a Prospectus (as then amended or supplemented) that
would have cured the defect was furnished to the indemnified party from whom
the Person asserting the claim giving rise to such Loss purchased Registrable
Securities at least five (5) days prior to the written confirmation of the
sale of the Registrable Securities to such Person and a copy of such Prospectus
(as amended and supplemented) was not sent or given by or on behalf of such
indemnified party to such Person at or prior to the written confirmation of the
sale of the Registrable Securities to such Person.  This indemnity shall be in addition to any
liability the Company may otherwise have. 
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of such Holder or any indemnified party and
shall survive the transfer of such securities by such Holder.  The Company shall also indemnify
underwriters, selling brokers, dealer managers and similar securities industry
professionals participating in the distribution, their officers and directors
and each Person who controls such Persons (within the meaning of the Securities
Act and the Exchange Act) to the same extent as provided above with respect to
the indemnification of the indemnified parties.


 


(b)           Indemnification
by the Participating Holders.  Each
Participating Holder agrees (severally and not jointly) to indemnify and hold
harmless, to the fullest extent permitted by law, the Company, its directors
and officers and each Person who controls the Company (within the meaning of
the Securities Act or the Exchange Act) from and against any Losses resulting
from (i) any untrue statement of a material fact in any Registration
Statement under which such Registrable Securities were Registered under the
Securities Act (including any final, preliminary or summary Prospectus
contained therein or any amendment thereof or supplement thereto or any
documents incorporated by reference therein), or (ii) any omission to
state therein a material fact required to be stated therein or necessary to
make the statements therein (in the case of a Prospectus or preliminary
Prospectus, in light of the circumstances under which they were made) not
misleading, to the extent, but only to the extent, that such untrue statement
or omission is contained in any information furnished in writing by such Holder
to the Company specifically for inclusion in such Registration Statement and
has not been corrected in a subsequent writing prior to or concurrently with
the sale of the Registrable Securities to the Person asserting the claim.  In no event shall the liability of such
Holder hereunder be greater in amount than the dollar amount of the net
proceeds received by such Holder under the sale of 


 


19

















 


Registrable Securities giving rise to such
indemnification obligation.  The Company
shall be entitled to receive indemnities from underwriters, selling brokers,
dealer managers and similar securities industry professionals participating in
the distribution, to the same extent as provided above (with appropriate
modification) with respect to information furnished in writing by such Persons
specifically for inclusion in any Prospectus or Registration Statement.


 


(c)           Conduct
of Indemnification Proceedings.  Any
Person entitled to indemnification hereunder shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks
indemnification (provided that any delay or failure to so notify the
indemnifying party shall relieve the indemnifying party of its obligations
hereunder only to the extent, if at all, that it is actually and materially
prejudiced by reason of such delay or failure) and (ii) permit such
indemnifying party to assume the defense of such claim with counsel reasonably
satisfactory to the indemnified party; provided that any Person entitled
to indemnification hereunder shall have the right to select and employ separate
counsel and to participate in the defense of such claim, but the fees and expenses
of such counsel shall be at the expense of such Person unless (A) the
indemnifying party has agreed in writing to pay such fees or expenses, (B) the
indemnifying party shall have failed to assume the defense of such claim within
a reasonable time after receipt of notice of such claim from the Person
entitled to indemnification hereunder and employ counsel reasonably
satisfactory to such Person, (C) the indemnified party has reasonably
concluded (based upon advice of its counsel) that there may be legal defenses
available to it or other indemnified parties that are different from or in
addition to those available to the indemnifying party, or (D) in the
reasonable judgment of any such Person (based upon advice of its counsel) a
conflict of interest may exist between such Person and the indemnifying party
with respect to such claims (in which case, if the Person notifies the
indemnifying party in writing that such Person elects to employ separate
counsel at the expense of the indemnifying party, the indemnifying party shall
not have the right to assume the defense of such claim on behalf of such
Person).  If the indemnifying party
assumes the defense, the indemnifying party shall not have the right to settle
such action without the consent of the indemnified party.  No indemnifying party shall 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 an unconditional release from all liability in respect to
such claim or litigation without the prior written consent of such indemnified
party.  If such defense is not assumed by
the indemnifying party, the indemnifying party will not be subject to any
liability for any settlement made without its prior written consent, but such
consent may not be unreasonably withheld. 
It is understood that the indemnifying party or parties shall not,
except as specifically set forth in this Section 2.09(c), in connection
with any proceeding or related proceedings in the same jurisdiction, be liable
for the reasonable fees, disbursements or other charges of more than one
separate firm admitted to practice in such jurisdiction at any one time unless
(x) the employment of more than one counsel has been authorized in writing by
the indemnifying party or parties, (y) an indemnified party has reasonably
concluded (based on the advice of counsel) that there may be legal defenses
available to it that are different from or in addition to those available to the
other indemnified parties or (z) a conflict or potential conflict exists or may
exist (based upon advice of counsel to an indemnified party) between such
indemnified party and the other indemnified parties, in each of which cases the
indemnifying party shall be obligated to pay the reasonable fees and expenses
of such additional counsel or counsels.


 


20

















 


(d)           Contribution.        If
for any reason the indemnification provided for in paragraphs (a) and (b) of
this Section 2.09 is unavailable to an indemnified party or insufficient
in respect of any Losses referred to therein, then the indemnifying party shall
contribute to the amount paid or payable by the indemnified party as a result
of such Loss (i) in such proportion as is appropriate to reflect the
relative fault of the indemnifying party on the one hand and the indemnified
party or parties on the other hand in connection with the acts, statements or
omissions that resulted in such losses, as well as any other relevant equitable
considerations.  In connection with any
Registration Statement filed with the SEC by the Company, the relative fault of
the indemnifying party on the one hand and the indemnified party on the other
hand shall be determined by reference to, among other things, whether any
untrue or alleged untrue statement of a material fact or the omission or
alleged omission to state a material fact relates to information supplied by
the indemnifying party or by the indemnified party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The parties
hereto agree that it would not be just or equitable if contribution pursuant to
this Section 2.09(d) were determined by pro  rata allocation
or by any other method of allocation that does not take account of the
equitable considerations referred to in this Section 2.09(d).  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. 
The amount paid or payable by an indemnified party as a result of the
Losses referred to in Sections 2.09(a) and 2.09(b) shall be deemed to
include, subject to the limitations set forth above, any legal or other
expenses reasonably incurred by such indemnified party in connection with
investigating or defending any such action or claim.  Notwithstanding the provisions of this Section 2.09(d),
in connection with any Registration Statement filed by the Company, a
Participating Holder shall not be required to contribute any amount in excess
of the dollar amount of the net proceeds received by such Holder under the sale
of Registrable Securities giving rise to such contribution obligation.  If indemnification is available under this Section 2.09,
the indemnifying parties shall indemnify each indemnified party to the full
extent provided in Sections 2.09(a) and 2.09(b) hereof without regard
to the provisions of this Section 2.09(d). 
The remedies provided for in this Section 2.09 are not exclusive
and shall not limit any rights or remedies which may otherwise be available to
any indemnified party at law or in equity.


 


SECTION 2.10.      Rules 144
and 144A and Regulation S.  The
Company covenants that it will file the reports required to be filed by it
under the Securities Act and the Exchange Act and the rules and
regulations adopted by the SEC thereunder (or, if the Company is not required
to file such reports, it will, upon the reasonable request of the Sponsors,
make publicly available such necessary information for so long as necessary to
permit sales pursuant to Rules 144, 144A or Regulation S under the
Securities Act), and it will take such further action as the Sponsors may
reasonably request, all to the extent required from time to time to enable the
Sponsors to sell Registrable Securities without Registration under the
Securities Act within the limitation of the exemptions provided by (i) Rules 144,
144A or Regulation S under the Securities Act, as such Rules may be
amended from time to time, or (ii) any similar rule or regulation
hereafter adopted by the SEC.  Upon the
reasonable request of a Holder, the Company will deliver to such Holder a
written statement as to whether it has complied with such requirements and, if
not, the specifics thereof.


 


21

















 


ARTICLE III



MISCELLANEOUS


 


SECTION 3.01.      Term.  This Agreement shall terminate upon the later
of the expiration of the Shelf Period and such time as there are no Registrable
Securities, except for the provisions of Sections 2.09 and 2.10 and all of this
Article III, which shall survive any such termination.


 


SECTION 3.02.      Injunctive
Relief.  It is hereby agreed and
acknowledged that it will be impossible to measure in money the damage that
would be suffered if the parties fail to comply with any of the obligations
herein imposed on them and that in the event of any such failure, an aggrieved
Person will be irreparably damaged and will not have an adequate remedy at
law.  Any such Person shall, therefore,
be entitled (in addition to any other remedy to which it may be entitled in law
or in equity) to injunctive relief, including specific performance, to enforce
such obligations, and if any action should be brought in equity to enforce any
of the provisions of this Agreement, none of the parties hereto shall raise the
defense that there is an adequate remedy at law.


 


SECTION 3.03.      Attorneys’
Fees.  In any action or proceeding brought
to enforce any provision of this Agreement or where any provision hereof is
validly asserted as a defense, the successful party shall, to the extent
permitted by applicable law, be entitled to recover reasonable attorneys’ fees
in addition to any other available remedy.


 


SECTION 3.04.      Notices.  Unless otherwise specified herein, all
notices and other communications authorized or required to be given pursuant to
this Agreement shall be in writing and shall be given or made (and shall be
deemed to have been duly given or made upon receipt) by personal hand-delivery,
by facsimile transmission, by electronic mail, by mailing the same in a sealed
envelope, registered first-class mail, postage prepaid, return receipt
requested, or by air courier guaranteeing overnight delivery, sent to the
Person at the address given for such Person below or such other address as such
Person may specify by notice to the Company:


 


To the
Company with a copy (which shall not constitute notice) to the Sponsors:


 


Newton Acquisition, Inc.

One Marcus Square


1618 Main Street


Dallas, TX 
75201


Telephone: 214.741.6911


 


To the Sponsors:



Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, Texas 76102

Attention:  David A. Spuria

Telephone:  817.871.4000

Fax:  817.871.4088


 


22

















 


Warburg
Pincus LLC


466 Lexington Avenue


New York, NY  10017


Attention: Kewsong Lee
and Scott A. Arenare


Telephone: 212.878.0600


Fax: 212.878.9100


 


with a copy (which shall not constitute notice) to:


 


Cleary,
Gottlieb, Steen & Hamilton LLP

One Liberty Plaza

New York, NY  10006

Attention:  David Leinwand, Esq.

Telephone:  212.225.2000

Fax:  212.225.3999


 


Willkie Farr &
Gallagher LLP


787 Seventh Avenue


New York, NY  10019-6099


Attention: Holly K.
Youngwood, Esq. and Steven J. Gartner, Esq.


Telephone:  212.728.8000


Fax:
212.728.8111


 


To the Holders:


 


Texas Pacific Group

301 Commerce Street

Suite 3300

Fort Worth, Texas 76102

Attention:  David A. Spuria

Telephone:  817.871.4000

Fax:  817.871.4088


 


Warburg Pincus LLC


466 Lexington Avenue


New York, NY  10017


Attention: Kewsong Lee
and Scott A. Arenare


Telephone: 212.878.0600


Fax:
212.878.9100


 


23

















 


DLJ Merchant Banking III, Inc.


Eleven Madison Avenue


New York, NY 10010


Attention: Steven Rattner
and Mark Edwards


Telephone:  212.325.2000


 


with a copy (which shall
not constitute notice) to:


 


Cleary,
Gottlieb, Steen & Hamilton LLP

One Liberty Plaza

New York, NY  10006

Attention:  David Leinwand, Esq.

Telephone:  212.225.2000

Fax:  212.225.3999


 


Willkie Farr &
Gallagher LLP


787 Seventh Avenue


New York, NY  10019-6099


Attention: Holly K.
Youngwood, Esq. and Steven J. Gartner, Esq.


Telephone:  212.728.8000


Fax: 212.728.8111


 


Weil,
Gotshal & Manges LLP

767 Fifth Avenue

New York, New York 10153

Attention:  Douglas P. Warner, Esq.

Telephone:  212.310.8000

Fax:  212.310.8007


 


SECTION 3.05.      Amendment.  Any provision of this Agreement may be
amended if, and only if, such amendment is in writing and signed by the
Sponsors; provided that (a) any amendment that would have a
material adverse effect on a Holder shall require the written consent of that
Holder and (b) this Section 3.05 may not be amended without the prior
written consent of all of the Holders.


 


SECTION 3.06.      Successors,
Assigns and Transferees.  Each party
may assign all or a portion of its rights hereunder to any Person to which such
party transfers its ownership of all or any of its Registrable Securities and
any Person that acquires Registrable Securities pursuant to the terms of the
Holding LLC Agreement (collectively, “Permitted Transferees”).


 


SECTION 3.07.      Binding
Effect.  Except as otherwise provided
in this Agreement, the terms and provisions of this Agreement shall be binding
on and inure to the benefit of each of the parties hereto and their respective
successors.


 


SECTION 3.08.      Third
Parties.  Nothing in this Agreement,
express or implied, is intended or shall be construed to confer upon any Person
not a party hereto (other 


 


24

















 


than each other Person entitled to indemnity or
contribution under Section 2.09) any right, remedy or claim under or by
virtue of this Agreement.


 


SECTION 3.09.      Governing
Law; Jurisdiction.  THIS AGREEMENT
SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW
YORK, WITHOUT REGARD TO THE CONFLICTS OF LAW PRINCIPLES THEREOF.  ANY ACTION OR PROCEEDING AGAINST THE PARTIES
RELATING IN ANY WAY TO THIS AGREEMENT MAY BE BROUGHT AND ENFORCED
EXCLUSIVELY IN THE COURTS OF THE STATE OF NEW YORK OR (TO THE EXTENT SUBJECT
MATTER JURISDICTION EXISTS THEREFOR) THE U.S. DISTRICT COURT FOR THE SOUTHERN
DISTRICT OF NEW YORK, AND THE PARTIES IRREVOCABLY SUBMIT TO THE JURISDICTION OF
BOTH SUCH COURTS IN RESPECT OF ANY SUCH ACTION OR PROCEEDING.


 


SECTION 3.10.      Severability.  If any provision of this Agreement shall be
held to be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.


 


SECTION 3.11.      Counterparts.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same agreement.


 


SECTION 3.12.      Headings.  The heading references herein and in the table
of contents hereto are for convenience purposes only, do not constitute a part
of this Agreement and shall not be deemed to limit or affect any of the
provisions hereof.


 


25

















 


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day
and year first above written.


 


 


	
   

  	
  NEWTON
  ACQUISITION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Spuria

  	
   

  
	
   

  	
  Name:

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  NEWTON ACQUISITION
  MERGER SUB, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ David A. Spuria

  	
   

  
	
   

  	
  Name:

  	
  David A. Spuria

  
	
   

  	
  Title:

  	
  Vice President

  
					



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  TPG PARTNERS IV, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TPG GenPar IV, L.P.,
  its General Partner 

  
	
   

  	
  By:

  	
  TPG Advisors
  IV, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David
  A. Spuria

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David A. Spuria

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TPG NEWTON III LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
   TPG Partners III, L.P., its Managing Member 

  
	
   

  	
  By:

  	
  TPG GenPar III, L.P.,
  its General Partner 

  
	
   

  	
  By:

  	
  TPG Advisors
  III, Inc., its General Partner

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David A.
  Spuria

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David A. Spuria

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  TPG NEWTON CO-INVEST I
  LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  TPG GenPar IV, L.P.,
  its Managing Member 

  
	
   

  	
  By:

  	
  TPG Advisors
  IV, Inc., its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
    /s/ David
  A. Spuria

  	
   

  
	
   

  	
   

  	
  Name: 

  	
  David A. Spuria

  
	
   

  	
   

  	
  Title:

  	
  Vice President

  
					



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  WARBURG PINCUS PRIVATE
  EQUITY VIII, L.P.

  
	
   

  	
   

  
	
   

  	
  By: Warburg Pincus
  Partners, LLC, its General Partner

  
	
   

  	
  By: Warburg
  Pincus & Co., its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG PINCUS NETHERLANDS
  PRIVATE

  EQUITY VIII C.V. I

  
	
   

  	
   

  
	
   

  	
  By: Warburg Pincus
  Partners, LLC, its General Partner

  
	
   

  	
  By: Warburg
  Pincus & Co., its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  WARBURG PINCUS GERMANY
  PRIVATE EQUITY

  VIII, K.G.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Warburg Pincus
  Partners, LLC, its General Partner

  
	
   

  	
  By: Warburg
  Pincus & Co., its Managing Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  	
   

  
	
   

  	
   

  	
  Title:

  	
  Partner

  	
   

  



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  WARBURG PINCUS PRIVATE
  EQUITY IX, L.P.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By: Warburg Pincus IX LLC,
  its General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
       /s/
  Kewsong Lee 

  	
   

  
	
   

  	
   

  	
  Name:

  	
  Kewsong Lee

  
	
   

  	
   

  	
  Title:

  	
  Managing Director

  
					



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  DLJ MERCHANT BANKING PARTNERS III,

  
	
   

  	
  L.P.

  
	
   

  	
  By: DLJ Merchant
  Banking III, Inc., its Managing

  
	
   

  	
  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING III, INC., as

  Advisory General Partner on behalf of

  
	
   

  	
  DLJ
  OFFSHORE PARTNERS III-1, C.V. and as

  attorney-in-fact for DLJ Merchant Banking III, L.P., as

  Associate General Partner of DLJ Offshore Partners III-1,

  C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING III, INC., as Advisory

  General Partner on behalf of

  
	
   

  	
  DLJ
  OFFSHORE PARTNERS III-2, C.V. and as

  attorney-in-fact for DLJ Merchant Banking III, L.P., as

  Associate General Partner of DLJ Offshore Partners III-2,

  C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  DLJ MERCHANT BANKING III, INC., as Advisory

  General Partner on behalf of

  
	
   

  	
  DLJ
  OFFSHORE PARTNERS III, C.V.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: Managing
  Director

  



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  DLJ
  MB PARTNERS III GmbH & Co. KG

  
	
   

  	
  By: DLJ Merchant
  Banking III, Inc., the General

  Partner of DLJ Merchant Banking III, L.P., its

  Managing Limited Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
   

  	
  By: DLJ MB GmbH, as General Partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Michael Isikow

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Michael
  Isikow

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  /s/ Edward S. Nadel

  	
   

  
	
   

  	
   

  	
   

  	
  Name: Edward S.
  Nadel

  
	
   

  	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  MILLENNIUM
  PARTNERS II, L.P.

  
	
   

  	
  By: DLJ Merchant
  Banking III, Inc., its Managing

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: Managing
  Director

  
	
   

  	
   

  
	
   

  	
  MBP
  III PLAN INVESTORS, L.P.

  
	
   

  	
  By: DLJ LBO
  Plans Management Corporation II, its

  General Partner

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ George R. Hornig

  	
   

  
	
   

  	
   

  	
  Name: George R.
  Hornig

  
	
   

  	
   

  	
  Title: President

  



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  NEWTON
  CO-INVEST I LLC 

  
	
   

  	
   

  
	
   

  	
  By: Newton Manager
  Co-Invest, LLC, its Managing

  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Spuria

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Spuria 

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Secretary

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  NEWTON
  CO-INVEST II LLC 

  
	
   

  	
   

  
	
   

  	
  By: Newton Manager
  Co-Invest, LLC, its Managing

  Member

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Spuria

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Spuria 

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Secretary

  
							



 


[Registration Rights
Agreement]


 

















 


	
   

  	
  NEWTON
  HOLDINGS, LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  David A. Spuria

  	
   

  
	
   

  	
   

  	
  Name:

  	
  David A. Spuria

  
	
   

  	
   

  	
  Title:

  	
  Vice President and
  Secretary

  
					



 


[Registration Rights
Agreement]