Exhibit 10.1


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS REGISTRATION RIGHTS AGREEMENT (this
“Agreement”) is made and entered into as of February 25, 2004 by and among
Cherokee International Corporation, a Delaware corporation (the “Company”),
OCM/GFI and GSC (each as defined herein), and the other persons listed on
Schedule I attached hereto (collectively, the “Securityholders”).


 


The Securityholders are the beneficial owners of certain Registrable
Securities (as defined below) issued by the Company.  The Company and the Securityholders deem it to be in their
respective best interests to set forth the rights and certain obligations of
the Securityholders or other Holders in connection with public offerings and
sales of the Registrable Securities.


 


NOW, THEREFORE, in consideration of the premises and mutual covenants
and obligations hereinafter set forth, the Company and the Securityholders,
intending to be legally bound hereby, agree as follows.


 


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


 


“Affiliate” of any Person shall mean any other Person who either
directly or indirectly through one or more intermediaries is in control of, is
controlled by, or is under common control with, such Person.  For purposes of this definition, “control”
when used with respect to any Person means the power to direct the management
and policies of such Person, directly or indirectly, whether through the
ownership of voting securities, by contract or otherwise.


 


“Business Day” shall mean any Monday, Tuesday, Wednesday, Thursday or
Friday that is not a day on which banking institutions in The City of New York
are authorized or required by law, regulation or executive order to close.


 


“Capital Stock” shall mean all shares, interests, participations,
rights or other equivalents (however designated) of corporate stock.


 


“Common Stock” shall mean the common stock, par value $0.001 per share,
of the Company.


 


“Company Registration” has the meaning set forth in Section 4(a)
hereof.


 


“Demanding Holders” shall mean each Holder holding 10% or more of the
outstanding Common Stock at the time of determination.  As of the date hereof, OCM/GFI and GSC shall
constitute Demanding Holders.


 


“Exchange Act” shall mean the Securities Exchange Act of 1934, as
amended (or any similar successor federal statute), and the rules and
regulations thereunder, as the same are in effect from time to time.


 


“GSC” shall mean, collectively, GSC Recovery II, L.P., GSC Recovery
IIA, L.P., GSC Partners CDO Funds, Limited and GSC Partners CDO Fund II,
Limited, which shall


 


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constitute a single Holder for purposes of determining percentage
ownership of Common Stock hereunder.


 


“Holder” shall mean each Securityholder, any Affiliate of a
Securityholder that holds Registrable Securities and any Person that acquires
from a Securityholder Registrable Securities constituting 10% or more of the
then-outstanding shares of Common Stock. 
For purposes of this Agreement, the Company may deem the registered
holder of a Registrable Security as the Holder thereof.


 


“IPO” shall have the meaning set forth in Section 2(a).


 


“OCM/GFI” shall mean, collectively, OCM Principal Opportunities Fund,
L.P., OCM/GFI Power Opportunities Fund, L.P. and GFI Two LLC, which shall
constitute a single Holder for purposes of determining percentage ownership of
Common Stock hereunder.


 


“Other Restricted Stockholders” shall mean holders of shares of Common
Stock to which the Company has granted piggyback registration rights under the
Stockholders Agreement among the Company and its Securityholders party thereto,
dated November 27, 2002, as amended.


 


“Person” shall mean an individual, partnership, corporation, limited
liability company, joint venture, trust or unincorporated organization,
governmental or regulatory body or subdivision thereof or any other entity.


 


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


 


“Registrable Securities” shall mean the shares of Common Stock held by
the Securityholders as of the date hereof, as well as shares of Common Stock
underlying the other securities of the Company held by the Securityholders as
of the date hereof, and any other securities issued or issuable as a result of
or in connection with any stock dividend, stock split or reverse stock split,
reclassification, merger, consolidation or similar transaction in respect of
such shares of Common Stock; provided, however, that any shares
of Common Stock shall cease to be Registrable Securities upon the earliest of
the following:  (i) a Registration
Statement registering such shares of Common Stock under the Securities Act has
been declared or becomes effective and such shares of Common Stock have been
sold or otherwise transferred by the Holder or owner thereof pursuant to such
effective Registration Statement; (ii) such shares of Common Stock are
sold or otherwise transferred to the public pursuant to Rule 144; or (iii) all
such shares of Common Stock held by the Holder may be sold in a single
transaction without registration in compliance with Rule 144(k) under the
Securities Act.


 


“Registration Expenses” shall have the meaning set forth in
Section 7 hereof.


 


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


 


“Requesting Securityholder Registration” has the meaning set forth in
Section 4(a) hereof.


 


“Rule 144” shall mean Rule 144 promulgated under the Securities Act, as
amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.


 


“Rule 415” shall mean Rule 415 promulgated under the Securities Act, as
amended from time to time, or any similar successor rule thereto that may be
promulgated by the SEC.


 


“SEC” shall mean the Securities and Exchange Commission, or any other
federal agency at the time administering the Securities Act or the Exchange
Act.


 


“Securities Act” shall mean the Securities Act of 1933, as amended (or
any similar successor federal statute), and the rules and regulations
thereunder, as the same are in effect from time to time.


 


“Shelf Demanding Holder” shall mean any Holder that was a Demanding
Holder as of the date hereof that owns at least 5% of the outstanding shares of
Common Stock on the date a request is made by such Person pursuant to
Section 3 hereof.  As of the date
hereof, OCM/GFI and GSC shall constitute Shelf Demanding Holders.


 


“Shelf Registration” has the meaning set forth in Section 3(c)
hereof.


 


“Underwritten Offering” shall mean a registered offering in which
shares of Common Stock are sold to an underwriter for reoffering to the public.


 


Section 2.                                          Form
S-1 Registration.


 


(a)                                  Demand.  At any time commencing on the earlier of (i)
180 days following the first Underwritten Offering by the Company resulting in
gross proceeds to the Company of at least $75 million (the “IPO”) and (ii) the
first anniversary of the date of this Agreement, upon the written request of a
Demanding Holder that the Company effect an Underwritten Offering of
Registrable Securities on a long-form Registration Statement (Form S-1 or any
similar successor form) under the Securities Act and specifying the aggregate
number of Registrable Securities to be registered and the intended method of
disposition thereof, the Company shall, subject to Section 6(b) hereof,
use its reasonable best efforts to effect the registration under the Securities
Act of the Registrable Securities which the Company has been so requested to
register as soon as practicable; provided, however, that the
Company shall not be obligated to effect a registration pursuant to this
Section 2 unless the Registrable Securities requested to be included
therein have an anticipated aggregate price to the public of at least $50
million.  In addition, the Company


 


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shall not be obligated to effect, or to take any action to effect, any
such registration pursuant to this Section 2(a):  (w) after the Company has effected one (1) such registration; (x)
within 180 days following the last date on which a Registration Statement filed
in respect of a registration hereunder, if any, was effective; (y) during the
period commencing with the date thirty (30) days prior to the Company’s good
faith estimate of the date of filing of, and ending on a date ninety (90) days
after the effective date of, a Company Registration, provided that the Company
is actively employing in good faith all reasonable efforts to cause such
registration statement to become effective; provided, that if the Company
abandons such Company Registration, the Company shall promptly so notify any
Demanding Holder that was unable to effect a registration under this
Section 2 as a result of this clause (y); or (z) if the Demanding Holder
proposes to dispose of Registrable Securities that may be immediately registered
on Form S-3 pursuant to a request made under Section 3 hereof; and provided,
further, that no more than two (2) registrations under this
Section 2(a) and Section 3 may become effective during any 12 month
period.


 


Upon receipt of any request for registration pursuant to this
Section 2 from a Demanding Holder, the Company shall promptly give written
notice of such request to the other Holders. 
The Company shall include in the requested registration all Registrable Securities
requested to be included by such Holders who shall make such request by written
notice (specifying the aggregate number of Registrable Securities to be
included) to the Company delivered within ten (10) days after their receipt of
the Company’s notice.  If the Company
shall receive a request for inclusion in the registration of the Registrable
Securities of Holders other than the Demanding Holder initiating the
registration, it shall promptly so inform the Demanding Holder that made the
initial request for registration.


 


Holders of a majority of the Registrable Securities to be included in
such registration pursuant to this Section 2 may, at any time prior to the
effective date of the Registration Statement relating to such registration,
revoke such request by providing a written notice to the Company revoking such
request and, if applicable, request withdrawal of any Registration Statement
filed with the SEC and the Company shall use its reasonable best efforts to so
withdraw such Registration Statement.  A
registration requested pursuant to this Section 2(a) shall not be deemed
to have been effected unless a Registration Statement with respect thereto has
become effective and the Registrable Securities registered thereunder for sale
are sold thereunder or are not so sold solely by reason of an act or omission
by any Demanding Holder whose Registrable Securities are included therein; provided,
however, that if such registration does not become effective after the
Company has filed it solely by reason of a Demanding Holder’s revocation of its
registration request or refusal to proceed (other than a refusal to proceed
based upon the advice of counsel relating to a matter with respect to the
Company), then such registration shall be deemed to have been effected unless
the requesting Demanding Holder shall have elected to pay all Registration
Expenses and any out-of-pocket expenses of any party required to be borne by
the Company pursuant hereto.


 


(b)                                 Effectiveness
of Registration Statement.  Subject
to Section 6(b), the Company agrees to use its reasonable best efforts to
(x) cause the Registration Statement relating to any demand registration
pursuant to this Section 2 to become effective as promptly as practicable
following a request for registration under Section 2(a), and (y) thereafter
keep such Registration Statement effective continuously for the period
specified in the next succeeding paragraph.


 


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Except as provided in the last paragraph of Section 2(a) above, a
demand registration requested pursuant to this Section 2 will not be
deemed to have been effected (w) unless the Registration Statement relating
thereto has become effective under the Securities Act and remained continuously
effective (except as otherwise permitted under this Agreement) for a period
ending on the earlier of (i) the date which is ninety (90) days after the
effective date of such Registration Statement (subject to extension as provided
in Sections 5(b) and 6(b)) and (ii) the date on which all Registrable
Securities covered by such Registration Statement have been sold and the
distribution contemplated thereby has been completed; provided, however,
that with respect to a demand registration that is a Shelf Registration, the
Registration Statement related thereto shall remain continuously effective for
the period provided in Section 3(c) below, (x) if, after it has become
effective, such registration is interfered with for any reason by any stop
order, injunction or other order or requirement of the SEC or any other governmental
authority, or as a result of the initiation of any proceeding for such a stop
order by the SEC through no fault of the Demanding Holder, and the result of
such interference is to prevent the Demanding Holder from disposing of such
Registrable Securities proposed to be sold in accordance with the intended
methods of disposition, or (y) if the conditions to closing specified in the
purchase agreement or underwriting agreement entered into in connection with
any Underwritten Offering shall not be satisfied or waived with the consent of
the Demanding Holder, other than as a result of any breach by the Demanding
Holder or any underwriter of its obligations thereunder or hereunder.


 


(c)                                  Inclusion
of Other Securities; Cutback.  The
Company, and any other holder of the Company’s securities who has existing
registration rights or is granted subsequent registration rights in accordance
with Section 10 hereof, may include its securities in any demand
registration effected pursuant to this Section 2 on a basis no less favorable to the Demanding Holders than
that of any other holder of the Common Stock of the Company; provided, however,
that if the managing or lead underwriter or underwriters of a proposed
Underwritten Offering contemplated thereby advise the Demanding Holders in
writing that the total number of securities to be included in such proposed
public offering exceeds the number that can be sold in such offering within a
price range acceptable to the selling Holders holding a majority of the
Registrable Securities included in the demand registration, then the amount or
kind of securities offered for the account of the following groups of holders
shall be reduced pro rata among members of such group in accordance with such
managing underwriter’s recommendation in the following order of priority (with
the securities to be reduced first listed first): (i) securities other than (A)
Registrable Securities and (B) securities held by the Other Restricted
Stockholders; (ii) securities offered by the Company; (iii) securities held by
the Other Restricted Stockholders; and (iv) Registrable Securities; and provided,
further, that no Registrable Securities shall be reduced until all
securities other than Registrable Securities are entirely excluded from the
underwriting.


 


Section 3.                                          Form
S-3 and Shelf Registration.


 


(a)                                  After
the Company has qualified for the use of Form S-3 under the Securities Act (or
any successor or substantially similar form) for sales of Registrable
Securities by selling stockholders, in addition to the rights contained in
Section 2, the Demanding Holders shall have the right to request an
unlimited number of registrations on Form S-3 (such requests shall be in
writing and shall state the number of shares of Registrable Securities to be
disposed of and the intended methods of disposition of such shares by such
Demanding Holders, including whether


 


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such offering is requested to be an Underwritten Offering), and upon
such request, the Company shall, subject to Section 6(b) hereof, use its
reasonable best efforts to effect the registration under the Securities Act of
the Registrable Securities which the Company has been so requested to register
by such Demanding Holders; provided, however, that the Company shall
not be obligated to effect a registration pursuant to this
Section 3(a):  (x) unless the
Registrable Securities requested to be included therein have an anticipated
aggregate price to the public of at least $20 million, (y) in the circumstances
described in clause (y) of Section 2(a), or (z) within 180 days following
the last date on which a Registration Statement filed in respect of a
registration hereunder, if any, was effective. 
Any registration under this Section 3(a) shall be underwritten at
the request of Holders holding a majority of the Registrable Securities to be
included therein.


 


(b)                                 If
a request complying with the requirements of Section 3(a) hereof is
delivered to the Company, the provisions set forth in the second and third
paragraphs of Section 2(a) and the provisions of Sections 2(b) and (c)
shall apply to such registration; provided, that if such request is for
an offering other than an Underwritten Offering, the portions of Sections 2(a)
through (c) applying to an Underwritten Offering shall not apply.


 


(c)                                  The
Shelf Demanding Holders shall have the right to request two (2) “shelf”
registrations that constitute offerings of Registrable Securities under the
Securities Act in a manner that permits sales on a continuous or delayed basis
pursuant to Rule 415 under the Securities Act (or any successor provision) (the
“Shelf Registration”).  Each request for
and initial filing of a Shelf Registration shall be made in compliance with
Section 3(a); provided, that clause (x) of such section shall
be inapplicable to such request.  The
Company shall, subject to Section 6(b), use its reasonable best efforts to
cause the Registration Statement relating to the Shelf Registration to become
effective as promptly as practicable and maintain the effectiveness of such
Registration Statement for a period ending on the earliest of (i) two years
following the date on which such Registration Statement first becomes
effective, and (ii) the date on which all Registrable Securities covered by
such Registration Statement have been sold and the distribution contemplated
thereby has been completed or have become freely tradeable pursuant to Rule 144
without regard to volume.  Any
“takedown” under the Shelf Registration shall be underwritten at the request of
Holders holding a majority of the Registrable Securities to be included
therein.  Any such “takedown” that is
intended to be an Underwritten Offering shall be made pursuant to
Section 3(a) such that the provisions relating to effecting a Registration
Statement thereunder apply to effecting the takedown under the Shelf
Registration.  Any sales made on a
delayed or continuous basis under the Shelf Registration that do not constitute
an Underwritten Offering shall not be required to comply with
Section 3(a).


 


Section 4.                                          Piggyback
Registration.


 


(a)                                  If
the Company at any time proposes to file a registration statement with respect
to any of its equity securities, whether for its own account (other than a
registration statement on Form S-4 or
S-8 (or any successor or substantially similar form), or in connection with (A)
an employee stock option, stock purchase or compensation plan or securities
issued or issuable pursuant to any such plan, or (B) a dividend reinvestment
plan) (any of the foregoing, a “Company Registration”), or for the account of
any holder of securities of the Company pursuant to demand registration rights
granted by the Company (a “Requesting Securityholder” and, such


 


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registration, a “Requesting Securityholder Registration”), then the
Company shall in each case give written notice of such proposed filing to all
Holders of Registrable Securities at least twenty (20) days before the
anticipated filing date of any such registration statement by the Company.  Such notice shall offer to all Holders the
opportunity to have any or all of the Registrable Securities held by such
Holders included in such registration statement and shall include the number of
shares proposed to be registered, the proposed filing date, the intended method
of distribution of such shares and the proposed managing underwriter, if
any.  Each Holder of Registrable
Securities desiring to have its Registrable Securities registered under this
Section 4 shall so advise the Company in writing within ten (10) days
after the date of receipt of such notice (which request shall set forth the
amount of Registrable Securities for which registration is requested), and the
Company shall include in such Registration Statement all such Registrable
Securities so requested to be included therein.  If the Registration Statement relates to an Underwritten
Offering, such Registrable Securities shall be included in the underwriting on
the same terms and conditions as the securities otherwise being sold through the
underwriters, as provided herein.  Any
Holder shall have the right to withdraw a request to include its Registrable
Securities in any public offering pursuant to this Section 4 by giving
written notice to the Company of its election to withdraw such request at least
ten (10) Business Days prior to the proposed effective date of such
Registration Statement.  Notwithstanding
the foregoing, if the managing or lead underwriter or underwriters of any such
proposed Underwritten Offering advise the Company in writing that the total
number of securities which the Holders of Registrable Securities, the Company
and any other persons or entities intended to be included in such proposed
Underwritten Offering exceeds the number that can be sold in such offering
within a price range acceptable to the Company (in the case of a Company
Registration) or to the Requesting Securityholders holding a majority of the
securities included in a Requesting Securityholder Registration (in the case of
a Requesting Securityholder Registration), then the amount or kind of
securities offered for the account of the following groups of holders shall be
reduced pro rata among members of such group in accordance with such managing
underwriter’s recommendation in the following order of priority: (i) if a
registration under this Section 4 is a Company Registration, then the
order of priority shall be (with the securities to be reduced first listed
first) (A) securities other than (1) Registrable Securities or
(2) securities held by the Other Restricted Stockholders, (B) the
Registrable Securities and securities held by the Other Restricted Stockholders
and (C) securities offered by the Company; (ii) if a registration under this
Section 4 is a Requesting Securityholder Registration (and the Requesting
Securityholder is not a Demanding Holder or a Shelf Demanding Holder), then the
order of priority shall be (with the securities to be reduced first listed
first) (A) securities offered by the Company, (B) securities other than
(1) Registrable Securities or (2) securities held by the Other
Restricted Stockholders (other than securities of the Requesting
Securityholder), (C) securities held by the Other Restricted Stockholders
and (D) subject to the provisions of Section 10 hereof, the Registrable
Securities and securities of the Requesting Securityholder on a pro rata basis;
and (iii) if a registration under this Section 4 is a Requesting
Securityholder Registration made pursuant to Section 2 or 3 hereof, then
the order of priority shall be as set forth in Section 2(c).  The Company may withdraw or postpone a
registration statement referred to in this Section 4 at any time before it
becomes effective or withdraw, postpone or terminate the offering after it
becomes effective, without obligation to any Holder of Registrable Securities,
unless such registration statement was filed pursuant to Section 2 or 3
hereof.  Notwithstanding anything in
this Section 4 to the contrary, the Holders shall be granted priority over
any holders of shares of Common


 


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Stock (other than the Other Restricted Stockholders) in connection with
exercising rights under this Section 4.


 


(b)                                 Notwithstanding
anything herein to the contrary, the Holders shall be entitled to exercise the
registration rights provided in Section 4(a) with respect to any
registration statement relating to the IPO, and such Holders and the Company
hereby waive any requirement for delivery of notice by any party as provided in
Section 4(a).  In such event, all rights
and obligations set forth in this Agreement shall apply to such registration.


 


Section 5.                                          Registration
Procedures.


 


(a)                                  General.  In connection with the Company’s
registration obligations pursuant to Sections 2, 3 and 4 hereof, at its
expense, except as provided in Section 8, the Company will, as
expeditiously as possible:


 


(i)                                     prepare and file
with the SEC a Registration Statement with respect to such Registrable
Securities as described in Sections 2, 3 and 4 on a form permitted by
Section 2, 3 or 4 and available for the sale of the Registrable Securities
by the Holders thereof in accordance with the intended method or methods of
distribution thereof or such amendments and post-effective amendments to an
existing Registration Statement as may be necessary to keep such Registration
Statement effective for the time periods set forth in Sections 2(b) or 3(c) (if
applicable); provided that no Registration Statement shall be required
to remain in effect after all Registrable Securities covered by such Registration
Statement have been sold and distributed
as contemplated by such Registration Statement;


 


(ii)                                  take such reasonable
action as may be necessary so that:  (i)
any Registration Statement and any amendment thereto and any Prospectus forming
part thereof and any amendment or supplement thereto (and each report or other
document incorporated therein by reference) complies in all material respects
with the Securities Act and the Exchange Act and the respective rules and
regulations thereunder, (ii) any Registration Statement and any amendment
thereto does not, when it becomes effective, contain an untrue statement of a
material fact or omit to state a material fact required to be stated therein or
necessary to make the statements therein not misleading, and (iii) any
Prospectus forming part of any Registration Statement, and any amendment or
supplement to such Prospectus, does not, as of such date, include an untrue
statement of a material fact or omit to state a material fact necessary in
order to make the statements therein, in the light of the circumstances under
which they were made, not misleading;


 


(iii)                               notify the selling
Holders of Registrable Securities and the managing underwriters, if any,
promptly and, if requested, by the Holders, confirm such notice in writing (1)
when a new Registration Statement, Prospectus or any Prospectus supplement or
post-effective amendment has been filed,


 


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and, with respect to any new Registration Statement or post-effective
amendment, when it has become effective, (2) of any request by the SEC for
amendments or supplements to any Registration Statement or Prospectus or for
additional information, (3) of the issuance by the SEC of any comments with
respect to any filing and of the Company’s responses thereto, (4) of any stop
order suspending the effectiveness of any Registration Statement or the
initiation of any proceedings for that purpose, (5) of any suspension of the
qualification of the Registrable Securities for sale in any jurisdiction or the
initiation or threatening of any proceeding for such purpose and (6) of the
happening of any event which makes any statement of a material fact made in any
Registration Statement, Prospectus or any document incorporated therein by
reference untrue or which requires the making of any changes in any
Registration Statement, Prospectus or any document incorporated therein by
reference in order to make the statements therein (in the case of any
Prospectus, in the light of the circumstances under which they were made) not
misleading (which notice shall be accompanied by an instruction to suspend the
use of the Prospectus relating to such Registrable Securities until the
requisite changes have been made);


 


(iv)                              furnish to each selling Holder
of Registrable Securities prior to the filing thereof with the SEC, a copy of
any Registration Statement, and each amendment thereof and each amendment or
supplement, if any, to the Prospectus included therein and afford such Holder,
the managing underwriter and their respective counsel a reasonable opportunity
within a reasonable period to review and comment on copies of all such
documents (including a reasonable opportunity to review copies of any documents
to be incorporated by reference therein and all exhibits thereto) proposed to
be filed;


 


(v)                                 furnish to each
selling Holder of Registrable Securities, without charge, as many conformed
copies as may reasonably be requested, of the then effective Registration
Statement and any post-effective amendments thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits (including those incorporated by reference);


 


(vi)                              deliver to each selling
Holder of Registrable Securities, without charge, as many copies of the then
effective Prospectus (including each prospectus subject to completion) and any
amendments or supplements thereto as such Persons may reasonably request in
order to permit the offering and sale of the shares of such Registrable Securities
to be offered and sold, but only while the Company shall be required under the
provisions hereof to cause the Registration Statement to remain effective, and
the Company consents (except during a suspension period permitted by this
Agreement) to the use of the Prospectus or any amendment or supplement thereto
by the selling Holder in connection with the offering and sale of the


 


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Registrable Securities covered by the Prospectus or any amendment or
supplement thereto in accordance with the terms hereof;


 


(vii)                           use its reasonable best
efforts to prevent the issuance, and if issued to obtain the withdrawal, of any
order suspending the effectiveness of the Registration Statement relating to
such Registrable Securities;


 


(viii)                        prior to any offering of
Registrable Securities pursuant to any Registration Statement, use reasonable
best efforts to register or qualify or cooperate with the selling Holders of
Registrable Securities 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 such jurisdictions as any selling
Holder of Registrable Securities or underwriter reasonably requests in writing
and to keep such registration or qualification (or exemption therefrom)
effective during the period such Registration Statement is required to be kept
effective and to do all other acts or things reasonably necessary or advisable
to enable the disposition in such distributions of the securities covered by
the applicable Registration Statement; provided,  however, that
the Company will not be required to (1) qualify to do business in any
jurisdiction where it would not otherwise be required to qualify, but for this
paragraph (v), (2) subject itself to general taxation in any such jurisdiction
or (3) file a general consent to service of process in any such jurisdiction;


 


(ix)                                cooperate with the
selling Holders of Registrable Securities to facilitate the timely preparation
of, and furnish the selling Holders or the managing underwriters, at the
Company’s expense, 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 selling Holders
or managing underwriters, if any, may reasonably request at least two Business
Days prior to any sale of Registrable Securities to any underwriters and
instruct the transfer agent and registrar of the Registrable Securities to
release any stop transfer orders with respect to the Registrable Securities;


 


(x)                                   cause all
Registrable Securities covered by the Registration Statement to be listed on
each securities exchange (or quotation system operated by a national securities
association) on which identical securities issued by the Company are then
listed on or prior to the effective date of any Registration Statement filed
hereunder and enter into customary agreements including, if necessary, a listing
application and indemnification agreement in customary form;


 


(xi)                                provide the Holders,
the transfer agent and registrar a CUSIP number for the Registrable Securities
no later than the effective date of such Registration Statement;


 


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(xii)                             use its reasonable best
efforts to comply with all applicable rules and regulations of the SEC relating
to such registration and the distribution of the securities being offered and
make generally available to its securities holders, as soon as reasonably
practicable, earnings statements satisfying the provisions of
Section 11(a) of the Securities Act;


 


(xiii)                          cooperate and assist in any
filings required to be made with the National Association of Securities
Dealers, Inc.;


 


(xiv)                         if requested, include or
incorporate in a Prospectus supplement or post-effective amendment to a
Registration Statement, such information as the managing underwriters
administering an Underwritten Offering of the Registrable Securities registered
thereunder reasonably request to be included therein and to which the Company
does not reasonably object and make all required filings of such Prospectus
supplement or post-effective amendment as soon as reasonably practicable after
they are notified of the matters to be included or incorporated in such
Prospectus supplement or post-effective amendment;


 


(xv)                            upon the occurrence of any
event contemplated by clauses (4) (5) or (6) of Section 5(a)(iii) above,
as soon as reasonably practicable prepare a post-effective amendment to any
Registration Statement or an amendment or supplement to the related Prospectus
or file any other required document so that, as thereafter delivered to
purchasers of the Registrable Securities included therein, the Prospectus will
not include an untrue statement of a material fact or omit to state any
material fact necessary to make the statements therein, in the light of the
circumstances under which they were made, not misleading;


 


(xvi)                         subject to the proviso in
paragraph (xv) above, cause the Registrable Securities covered by the
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 to consummate the disposition of such Registrable Securities
(other than as may be required by the governmental agencies or authorities of
any foreign jurisdiction and other than as may be required by a law applicable
to a selling Holder by reason of its own activities or business other than the
sale of Registrable Securities);


 


(xvii)                      if such offering is an
Underwritten Offering, enter into an underwriting agreement with an investment
banking firm selected in accordance with Section 5(c) of this Agreement
containing representations, warranties, indemnities and agreements then
customarily included by an issuer in underwriting agreements with respect to
secondary underwritten distributions and take all such other actions as are
reasonably requested by the managing underwriters for such underwritten
offering in order to facilitate the registration or the disposition of such
Registrable Securities;


 


11

















 


(xviii)                   if such offering is an Underwritten
Offering, (a) make reasonably available for inspection by each selling Holder
of Registrable Securities and any managing or lead underwriter in such
Underwritten Offering, and any attorney, accountant or other agent retained by
such selling Holder or any such underwriter, all relevant financial and other
records, pertinent corporate documents and properties of the Company and its
subsidiaries as shall be reasonably necessary to enable them to conduct a
“reasonable” investigation for purposes of Section 11(a) of the Securities
Act; (b) cause the Company’s officers, directors and employees to make
reasonably available for inspection all relevant information reasonably
requested by the selling Holder or any such underwriter, attorney, accountant
or agent in connection with any such Registration Statement, in each case, as
is customary for similar due diligence examinations; provided that any information that is designated by the
Company as confidential at the time of delivery of such information shall be
kept confidential by the selling Holder, such underwriter, or any such,
attorney, accountant or agent, unless such disclosure is required by law, or
such information becomes available to the public generally or through a third
party without an accompanying obligation of confidentiality; and (c) deliver
such documents and certificates as may be reasonably requested by the selling
Holder and the managing underwriters, if any, including customary opinions of
counsel and “cold comfort” letters as may be reasonably required pursuant to
the underwriting agreement relating thereto.


 


(xix)                           in connection with an
Underwritten Offering requested pursuant to Section 2 or 3, the Company
will participate, to the extent reasonably requested by the managing
underwriter for the offering or the Demanding Holder or Shelf Demanding Holder
participating therein, in customary efforts to sell the securities under the
Underwritten Offering, including, without limitation, participating in “road
shows” or other investor meetings, and the Company shall secure the reasonable
participation of its senior management for such purposes; and


 


(xx)                              use its reasonable best
efforts to take all other reasonable steps necessary to effect the
registration, offering and sale of the Registrable Securities covered by the
Registration Statement contemplated hereby.


 


The Company may require each seller of Registrable Securities, prior to
inclusion of its Registrable Securities in a Registration Statement as to which
any registration is being effected, to furnish to the Company such information
regarding such seller and the distribution of such Registrable Securities as
the Company may from time to time reasonably request and as shall be required
in connection with any registration referred to herein.   No Holder may include Registrable
Securities in any Registration Statement pursuant to this Agreement unless and
until such Holder has furnished to the Company such information.  Each Holder further agrees to furnish as
soon as reasonably practicable to the Company all information required to be
disclosed in order to make information previously furnished to the Company by
such Holder not materially misleading.


 


12

















 


(b)                                 Each
Holder of Registrable Securities agrees that, upon receipt of any written
notice from the Company of the happening of any event of the kind described in
clause (4), (5) or (6) of Section 5(a)(iii) or in Section 6(b), such
Holder will forthwith discontinue disposition of Registrable Securities
pursuant to the then current Prospectus until (1) such Holder is advised in
writing by the Company that a new Registration Statement covering the offer of
Registrable Securities has become effective under the Securities Act or (2)
such Holder receives copies of a supplemented or amended Prospectus contemplated
by this Section 5(b), or until such Holder is advised in writing by the
Company that the use of the Prospectus may be resumed.  If the Company shall have given any such
notice during a period when a demand registration is in effect, the Company
shall extend the period described in Section 2(b) or 3(c) (as applicable)
by the number of days during which any such disposition of Registrable
Securities is discontinued pursuant to this paragraph, if so directed by the
Company, on the happening of such event, the Holder will deliver to the Company
(at the Company’s expense) all copies, other than permanent file copies then in
such Holder’s possession, of the Prospectus covering such Registrable
Securities current at the time of receipt of such notice.


 


(c)                                  Selection
of Underwriters.  With respect to
any Underwritten Offering, the Company shall be entitled to select the managing
underwriter; provided, that if the Underwritten Offering is undertaken
pursuant to Section 2 or 3 hereof, such managing underwriter shall be
selected by the Holders of a majority of the Registrable Securities included in
such registration, subject to approval of the Company, which approval shall not
be unreasonably withheld.


 


Section 6.                                          Other
Agreements.


 


(a)                                  “Market
Stand-Off” Election.  In the case of
any Underwritten Offering, upon the request of the managing underwriter, each
Holder agrees not to effect any public sale or distribution of Registrable
Securities, except as part of such Underwritten Offering pursuant to the terms
hereof, during the period beginning fifteen (15) days prior to the closing date
of such Underwritten Offering and during the period ending ninety (90) days
after such closing date (or such longer period, not to exceed 180 days, as may
be reasonably requested by the Company or by the managing underwriter or
underwriters).


 


(b)                                 Material
Development Condition.  With respect
to any Registration Statement filed or to be filed pursuant to Section 2
or 3, if the Company determines that, in its good faith judgment, that (i) filing
a Registration Statement or maintaining effectiveness of a current Registration
Statement would have a material adverse effect on the Company or its
stockholders in relation to any material financing, acquisition or other
corporate transaction, and the Company has determined that disclosure of any
such transaction is not in the best interests of the Company and its
stockholders, or (ii) the filing or maintaining effectiveness of a current
Registration Statement would require disclosure of material information that
the Company has a valid business purpose of retaining as confidential, upon the
giving of a written notice (a “Delay Notice”) to such effect, signed by the
Chairman Chief Executive Officer or Chief Financial Officer of the Company, to
any Holder of Registrable Securities included or to be included in such
Registration Statement, the Company shall be entitled to postpone filing or
suspend the use by the Holders of the Registration Statement for a reasonable
period of time, provided that the Company may not postpone the filing or
suspend any such sales for a period of more than sixty (60) consecutive days; provided,
that the Company shall not be entitled to exercise any such right


 


13

















 


more than two times in any calendar year or less than 30 days from the
prior suspension period; and provided  further, that such exercise
shall not prevent the Holders from being entitled to at least 240 days of
effective registration per calendar year.


 


(c)                                  Limitation
on Demand, Shelf  and Piggyback Registration Rights.  Anything to the contrary contained in this
Agreement notwithstanding, when upon the written opinion of counsel for the
Company (which may be in-house counsel) delivered to a Holder requesting
registration hereunder that the Registrable Securities held by such Holder are
not Registrable Securities as defined in clause (iii) of the definition thereof
and the Company has agreed to remove all restrictive securities law legends
with respect to such Registrable Securities, such Holder shall have no rights
pursuant to Sections 2, 3 or 4 hereof, to request a registration in connection
with such proposed sale; provided, however, if counsel for such
Holder of Registrable Securities reasonably disagrees in a written opinion
delivered to the Company with such written opinion of counsel for the Company,
the foregoing limitation on registration rights shall be of no force or effect.


 


Section 7.                                          Registration
Expenses.


 


All expenses incident to the Company’s performance of or compliance
with this Agreement, including without limitation all registration and filing
fees, listing fees, fees and expenses of compliance with securities or blue sky
laws (including reasonable fees and disbursements of counsel in connection with
blue sky qualifications or registrations (or the obtaining of exemptions
therefrom) of the Registrable Securities), fees of the National Association of
Securities Dealers, Inc. transfer and registration fees of transfer agents and
registrars, printing expenses (including expenses of printing Prospectuses),
messenger and delivery expenses, internal expenses (including, without
limitation, all salaries and expenses of its officers and employees performing
legal or accounting duties), fees and disbursements of its counsel and its
independent certified public accountants (including expenses of any special
audit or accounting review), securities acts liability insurance (if the
Company elects to obtain such insurance), fees and expenses of any special
experts retained by the Company in connection with any registration hereunder,
reasonable fees and expenses, not to exceed $20,000 per registration hereunder,
of one counsel for the Holders (and any necessary local counsel), fees and
expenses of other Persons retained by the Company, fees and expenses of one law
firm chosen by the holders of a majority of Registrable Securities included in
a registration pursuant hereto and all out-of-pocket fees and expenses incurred
by any Holder in connection with the IPO (all such expenses being referred to
as “Registration Expenses”), shall be borne by the Company; provided,
that Registration Expenses shall not include out-of-pocket expenses incurred by
the Holders (except out-of-pocket expenses set forth in this Section 7)
and underwriting discounts,
commissions or fees attributable to the sale of the Registrable Securities,
which shall be paid by the Holders pro rata on the basis of the number of
shares of Common Stock registered on their behalf.


 


Section 8.                                          Indemnification.


 


(a)                                  Indemnification
by the Company.  The Company,
without limitation as to time agrees to indemnify and hold harmless, to the fullest extent
permitted by law, but without duplication, each Holder of Registrable
Securities included in a Registration Statement, its


 


14

















 


officers, directors, employees, partners, principals, equityholders,
managed or advised accounts, advisors and agents, and each Person who controls
such Holder within the meaning of Section 15 of the Securities Act, and,
unless indemnification of such Persons is otherwise provided for in the
applicable underwriting agreement, each underwriter, its partners, members,
directors and officers and each person, if any, who controls such Underwriter
within the meaning of Section 15 of the Securities Act  (individually, an “Indemnified Person”),
from and against all losses, claims, damages, liabilities and expenses
(including reasonable costs of investigation and reasonable legal fees and
expenses and including expenses incurred and amounts paid in settlement of any
litigation, commenced or threatened) arising out of or based upon any untrue
statement (or alleged untrue statement) of a material fact in, or any omission
(or alleged omission) of a material fact required to be stated in, such
Registration Statement or Prospectus or necessary to make the statements
therein (in the case of a Prospectus in light of the circumstances under which
they were made) not misleading, as such expenses are incurred, except insofar
as the same are caused by or contained in any information furnished in writing
to the Company by any Indemnified Person or any underwriter expressly for use
therein.


 


(b)                                 Indemnification
by Holders of Registrable Securities. 
In connection with any Registration Statement in which a Holder of
Registrable Securities is participating, each such Holder will furnish to the
Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such Registration Statement or
Prospectus and agrees to indemnify and hold harmless, to the fullest extent
permitted by law, severally but not jointly with any other Holder, but without
duplication, and without limitation as to time, the Company, its officers,
directors, shareholders, employees, advisors and agents, and each Person who
controls the Company (within the meaning of the Securities Act) against any
losses, claims, damages, liabilities and expenses (including reasonable costs
of investigation and reasonable legal fees and expenses and including expenses
incurred in settlement of any litigation, commenced or threatened) arising out
of or based upon any untrue statement (or alleged untrue statement) of material
fact in, or any omission (or alleged omission) of a material fact required to
be stated in, the Registration Statement or Prospectus or necessary to make the
statements therein (in the case of a Prospectus in light of the circumstances
under which they were made) not misleading, as such expenses are incurred, to the
extent, but only to the extent, that such untrue statement or omission is
contained in any information or affidavit so furnished in writing by such
Holder to the Company specifically for inclusion therein.  In no event shall any participating Holder
be liable for any amount in excess of the proceeds (net of payment of all
expenses (excluding underwriting discounts and commissions paid or payable by
such Holder)) received by such Holder upon the sale of the Registrable
Securities offered and sold by such Holder pursuant to such Registration
Statement.


 


(c)                                  Conduct
of Indemnification Proceedings.  Any
Person entitled to indemnification hereunder will (i) give prompt notice to the
indemnifying party of any claim with respect to which it seeks indemnification
and (ii) permit such indemnifying party to assume the defense of such claim
with counsel of such indemnifying party’s choice; provided,  however,
that any Person entitled to indemnification hereunder shall have the right to
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
indemnified Person unless (A) the indemnifying party shall have agreed in
writing to pay them, (B) the indemnifying party shall have failed to assume the
defense of such 


 


15

















 


claim and employ counsel reasonably satisfactory to the indemnified
party in a timely manner or (C) the named parties to an action, claim or
proceeding (including any impleaded parties) include any indemnified party and
the indemnifying party or any of its Affiliates and in the reasonable judgment
of any such Person, based upon advice of its counsel, (1) 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) or (2) there may be one or
more legal defenses available to it which are different from or in addition to
those available to the indemnifying party; provided, that such counsel
only be hired to the extent necessary for such defense or defenses; and provided,
further, that the indemnifying party shall be responsible to pay the
fees and expenses of only one law firm plus one local counsel in each necessary
jurisdiction pursuant to these clauses (A), (B) and (C).  The indemnifying party will not be subject
to any liability for any settlement made without its written consent (which
consent shall not be unreasonably withheld). 
No indemnified party will be required to consent to entry of any
judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
indemnified party of a release from all liability in respect of such claim or
litigation.  An indemnifying party who
is not entitled to, or elects not to, assume the defense of the claim will not
be obligated to pay the fees and expenses of more than one counsel (plus one
local counsel if required in a specific instance) for all parties indemnified
by such indemnifying party with respect to such claim.  The failure by an indemnified party to give
notice as provided herein shall not relieve the indemnifying party of its
obligations under this Section 9, except to the extent the failure to give
such notice is materially prejudicial to the indemnifying party’s ability to
defend such action.


 


(d)                                 Contribution.  If for any reason the indemnification
provided for in Section 8(a) or Section 8(b) is unavailable to an
indemnified party or insufficient to hold it harmless as contemplated by Section 8(a)
and Section 8(b), then the indemnifying party shall contribute to the
amount paid or payable by the indemnified party as a result of such loss,
claim, damage or liability in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and the indemnified party, as well as
any other relevant equitable considerations. 
The relative fault shall be determined by reference to, among other
things, whether the untrue or alleged untrue statement or the omission or
alleged omission relates to information supplied by the indemnifying party or
parties on the one hand or the indemnified party on the other and the parties,
relative intent, knowledge, access to information and opportunity to correct or
prevent such untrue statement or omission. 
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 misrepresentations.  The amount paid or payable by a party as a
result of any losses shall be deemed to include any legal or other fees or
expenses incurred by such part in connection with any proceeding, to the extent
such party would have been indemnified for such expenses if the indemnification
provided for in Section 8(a) or Section 8(b) were available to such
party.  In no event shall any
participating Holder be liable for any amount in excess of the proceeds (net of
payment of all expenses (excluding underwriting discounts and commissions paid
or payable by such Holder)) received by such Holder upon the sale of the
Registrable Securities offered and sold by such Holder pursuant to such
Registration Statement.


 


16

















 


(e)                                  Remedies
Cumulative.  The indemnity,
contribution and expense reimbursement obligations under this Section 8
shall be in addition to any liability each indemnifying person may otherwise
have and shall remain operative and in full force and effect regardless of any
investigation made by or on behalf of any indemnified party.


 


Section 9.                                          Participation
in Underwritten Registrations.


 


No Person may participate in any Underwritten Offering hereunder unless
such Person (i) agrees to sell such Person’s Registrable Securities on the
basis provided in any underwriting arrangements related thereto and (ii)
completes and executes all questionnaires, powers of attorney, indemnities,
underwriting agreements and other documents required under the terms of such
underwriting arrangements.  Nothing in
this Section 9 shall be construed to create any additional rights
regarding the registration of Registrable Securities in any Person otherwise
than as set forth herein.


 


Section 10.                                   Subsequent
Registration Rights.


 


The Company shall not modify or amend any existing agreement providing
for registration rights in a manner that would adversely affect the rights of
the Holders granted hereunder.  In
addition, the Company shall not grant any Person any registration rights with
respect to shares of Common Stock other than registration rights that expressly
permit the Holders to participate in the registration pro rata with the Person
being granted registration rights based on the number of shares requested to be
included (and on a basis no less favorable to the Holders than that of the
Person being granted registration rights). 
Notwithstanding anything herein to the contrary, the Company may grant
registration rights with respect to shares of Common Stock issued in connection
with an acquisition of stock or assets of another company so long as the
registration rights would not be in conflict with or inconsistent with the
rights of the Holders hereunder in any material respect.


 


Section 11.                                   Rule
144 Reporting.


 


With a view to making available the benefits of certain rules and
regulations of the SEC that may permit the sale of the Registrable Securities
to the public without registration, the Company agrees to use its reasonable
best efforts to:


 


(a)                                  make
and keep public information regarding the Company available as those terms are
understood and defined in and interpreted under Rule 144 under the Securities
Act, at all times from and after ninety (90) days following the effective date
of an IPO registration statement;


 


(b)                                 file
with the Commission in a timely manner all reports and other documents required
of the Company under the Securities Act and the Exchange Act at any time after
it has become and remains subject to such reporting requirements; and


 


(c)                                  so
long as a Holder owns any Restricted Securities, furnish to the Holder
forthwith upon written request a written statement by the Company as to its
compliance with the reporting requirements of Rule 144 (at any time from and
after ninety (90) days following the


 


17

















 


effective date of an IPO registration statement), and of the Securities
Act and the Exchange Act (at any time after it has become and remains subject
to such reporting requirements), a copy of the most recent annual or quarterly
report of the Company, and such other reports and documents so filed as a
Holder may reasonably request in availing itself to any rule or regulation of
the SEC allowing a Holder to sell any such securities without registration.


 


Section 12.                                   Amendments
and Waivers.


 


The provisions of this Agreement, including the provisions of this
Section 12, may not be amended, modified or supplemented, and waivers or
consents to departures from the provisions hereof may not be given unless (a)
with respect to a particular offering hereunder, the Company has obtained the
written consent of Holders of a majority of the Registrable Securities included
in such offering as are then outstanding as determined by the Company or (b) in
any other event, the Company has obtained the written consent of Holders of a
majority of the Registrable Securities then outstanding as determined by the
Company and so long as the effect thereof will be that the consenting Holders
will not be treated more favorably than all other Holders.  Whenever the consent or approval of Holders
of a specified number of Registrable Securities is required hereunder,
Registrable Securities held by the Company shall not be counted in determining
whether such consent or approval was given by the Holders of such required
number.


 


Section 13.                                   Notices.


 


All notices and other communications provided for or permitted
hereunder shall be made in writing by hand-delivery, registered first-class
mail, telecopier, or air-courier guaranteeing overnight delivery:


 


(a)                                  If
to a Holder of Registrable Securities, initially at the address set forth below
such Holder’s signature page hereto, with a copy to Stroock & Stroock &
Lavan LLP, 180 Maiden Lane, New York, New York 10038, Attention:  Patty Perez, Esq., Facsimile: (212) 806-6006
and thereafter at such other address as may be designated from time to time by
notice given in accordance with the provisions of this Section 13.


 


(b)                                 If
to the Company, initially at 500 West Dutton Road, Aston, Pennsylvania 19014,
Attention:  Chief Executive Officer and
President; telecopier no. (610) 619-3081, with a copy to Skadden, Arps, Slate,
Meagher & Flom LLP, 300 South Grand Avenue, Suite 3400, Los Angeles,
California 90071, Attention:  Jeffrey H.
Cohen, Esq., Facsimile: (213) 687-5600, and thereafter at such other address as
may be designated from time to time by notice given in accordance with the
provisions of this Section 13.


 


(c)                                  All
such notices and other communications shall be deemed to have been delivered
and received (i) in the case of personal delivery, telecopier or telegram, on
the date of such delivery, (ii) in the case of overnight air courier, on the
Business Day after the date when sent and (iii) in the case of mailing, on the
third Business Day following such mailing.


 


18

















 


Section 14.                                   Successors
and Assigns.


 


This Agreement shall inure to the benefit of and be binding upon the
successors and assigns of each of the parties hereto, including without
limitation and without the need for an express assignment to subsequent Holders
of the Registrable Securities who acquire their shares in transactions not
involving a registration under the Securities Act or a sale of shares in the
public markets; provided, that the transferee or assignee of such rights
assumes in writing the obligations of such transferor under this Agreement and
shall be added to Schedule I attached hereto as a result and provided,
further, that no successor or assign shall be deemed a Holder or
entitled to the rights of a Holder unless such successor or assign (a) is
an Affiliate of a Securityholder or (b) acquires from a Securityholder
Registrable Securities constituting 10% or more of the then-outstanding shares
of Common Stock.


 


Section 15.                                   Counterparts.


 


This Agreement may be executed in any number of counterparts and by the
parties hereto in separate counterparts, each of which when so executed shall
be deemed to be an original and all of which taken together shall constitute
one and the same agreement.


 


Section 16.                                   Headings.


 


The headings in this Agreement are for convenience of reference only
and shall not limit or otherwise affect the meaning hereof.


 


Section 17.                                   Governing
Law.


 


THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE INTERNAL LAWS OF THE STATE OF NEW YORK, INCLUDING, WITHOUT LIMITATION,
SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW AND NEW YORK
CIVIL PRACTICE LAWS AND RULES 327(b).


 


Section 18.                                   Jurisdiction;
Forum.


 


Each party hereto consents and submits to the jurisdiction of any state
court sitting in the County of New York or federal court sitting in the
Southern District of the State of New York in connection with any dispute
arising out of or relating to this Agreement. 
Each party hereto waives any objection to the laying of venue in such courts
and any claim that any such action has been brought in an inconvenient
forum.  To the extent permitted by law,
any judgment in respect of a dispute arising out of or relating to this
Agreement may be enforced in any other jurisdiction within or outside the
United States by suit on the judgment, a certified copy of such judgment being
conclusive evidence of the fact and amount of such judgment.  Each party hereto agrees that personal
service of process may be effected by any of the means specified in Section 13,
addressed to such party.  The foregoing
shall not limit the rights of any party to serve process in any other manner
permitted by law.


 


Section 19.                                   Severability.


 


In the event that any one or more of the provisions contained herein,
or the application thereof in any circumstance, is held invalid, illegal or
unenforceable, the validity,


 


19

















 


legality and enforceability of any such provision in every other
respect and of the remaining provisions contained herein shall not be affected
or impaired thereby.


 


Section 20.                                   Termination
Of Registration Rights.


 


All rights granted under this Agreement shall terminate with respect to
any Holder at such time as such Holder ceases to own Registrable Securities.


 


Section 21.                                   Remedies.


 


In the event of a breach by any party of any of its obligations under
this Agreement, the other parties, in addition to being entitled to exercise
all rights provided herein or granted by law, including recovery of damages,
will be entitled to specific performance of their rights under this
Agreement.  The Company and the
Securityholders agree that monetary damages would not be adequate compensation
for any loss incurred by reason of a breach by the Company or the
Securityholders, as the case may be, of any of the provisions of this Agreement
and hereby further agree that, in the event of any action for specific
performance in respect of such breach, the Company or the Securityholders, as
the case may be, shall waive the defense that a remedy at law would be
adequate.  No failure or delay on the
part of the Company or the Securityholders in exercising any right, power or
remedy hereunder shall operate as a waiver thereof, nor shall any single or partial
exercise of any such right, power or remedy preclude any other or further
exercise thereof or the exercise of any other right, power or remedy.


 


Section 22.                                   Entire
Agreement.


 


This Agreement
is intended by the parties as a final expression of their agreement and is
intended to be a complete and exclusive statement of the agreement and
understanding of the parties hereto in respect of the subject matter contained
herein.  This Agreement supersedes all
prior agreements and understandings between the parties with respect to such
subject matter.


 


[Remainder of
Page Intentionally Left Blank]


 


20

















 


IN WITNESS WHEREOF, this Agreement has been executed as of the date
first above written.


 


	
   

  	
  CHEROKEE INTERNATIONAL CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Van Holland, Jr.

  	
   

  
	
   

  	
   

  	
  Name: Van Holland, Jr.

  
	
   

  	
   

  	
  Title: Chief Financial Officer

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OCM PRINCIPAL OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  Oaktree Capital Management, LLC,

  
	
   

  	
   

  	
  its General Partner

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Christopher S. Brothers

  	
   

  
	
   

  	
   

  	
  Name: Christopher S. Brothers

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Lisa Arakaki

  	
   

  
	
   

  	
   

  	
  Name: Lisa Arakaki

  
	
   

  	
   

  	
  Title: Vice President, Legal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  OCM/GFI POWER OPPORTUNITIES FUND, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GFI Energy Ventures, LLC,

  
	
   

  	
   

  	
  its Co-General Partner,

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ian Schapiro

  	
   

  
	
   

  	
   

  	
  Name: Ian Schapiro

  
	
   

  	
   

  	
  Title: Principal

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GFI Two LLC

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Ian Schapiro

  	
   

  
	
   

  	
   

  	
  Name: Ian Schapiro

  
	
   

  	
   

  	
  Title: Principal

  
					



 


i

















 


	
   

  	
  GSC RECOVERY II, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSC Recovery II GP, L.P., its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSC RII, LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:  GSCP (NY) Holdings, L.P.,
  its sole

  member

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  GSCP (NJ), Inc., its general

  partner

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Robert Hamwee

  	
   

  
	
   

  	
   

  	
  Name: Robert Hamwee

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GSC RECOVERY IIA, L.P.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSC Recovery IIA GP, L.P., its general partner

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSC RIIA, LLC, its general partner

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:   GSCP (NY) Holdings,
  L.P., its sole

  member

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  By:

  	
  GSCP (NJ), Inc., its general

  partner

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Robert Hamwee

  	
   

  
	
   

  	
   

  	
  Name: Robert Hamwee

  
	
   

  	
   

  	
  Title: Managing Director

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  GSC PARTNERS CDO FUND, LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP (NJ), L.P.

  
	
   

  	
   

  	
  as attorney-in-fact

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP (NJ), Inc.

  
	
   

  	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Seth Katzenstein

  	
   

  
	
   

  	
   

  	
  Name: Seth Katzenstein

  
	
   

  	
   

  	
  Title: Vice President

  
														



 


ii

















 


	
   

  	
  GSC PARTNERS CDO FUND II, LIMITED

  
	
   

  	
   

  
	
   

  	
  By:

  	
  GSCP (NJ), L.P.

  
	
   

  	
   

  	
  as attorney-in-fact

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  GSCP (NJ), Inc.

  
	
   

  	
   

  	
  its general partner

  	
   

  
	
   

  	
   

  
	
   

  	
  By:  

  	
  /s/ Seth Katzenstein

  	
   

  
	
   

  	
   

  	
  Name: Seth Katzenstein

  
	
   

  	
   

  	
  Title: Vice President

  
						



 


iii

















 


SCHEDULE I


 


OCM Principal Opportunities Fund, L.P.


OCM/GFI Power Opportunities Fund, L.P.


GFI Two LLC


GSC Recovery II, L.P.


GSC Recovery IIA, L.P.


GSC Partners CDO Fund, Limited


GSC Partners CDO Fund II, Limited


 


I