Exhibit
4.2


 


REGISTRATION
RIGHTS AGREEMENT


 


REGISTRATION RIGHTS AGREEMENT, dated as of
July 10, 1998, between BRW Acquisition, Inc., a Delaware corporation (the
“Company”) and Bristol West Associates LLC, a Delaware limited liability
company (“Associates”).


 


WHEREAS, pursuant to a Stock and Asset
Purchase Agreement dated as of February 19, 1998, as amended, among the
Company, David N. Rosner and Richard A. Simon (together, the “Principal
Stockholders”) and the other stockholders listed on the signature pages
thereof, the Company has agreed to purchase certain stock and assets of
companies controlled by the Principal Stockholders and other stockholders;


 


WHEREAS, pursuant to a Stock Sale and
Contribution Agreement, dated as of July 10, 1998 among the Company,
Associates and the other parties identified therein, Associates purchased
170,000 shares of common stock, par value $.01, of the Company;


 


WHEREAS, the parties wish to set forth
certain agreements with respect to such common stock of the Company;


 


NOW THEREFORE, to implement the foregoing and
in consideration of the mutual agreements contained herein, the parties hereto
agree as follows:


 


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


 


“Common Stock”:  the common stock, par value $.01 per share,
of the Company and its successors.


 


“Common or Common Equivalent Registrable
Securities”:  Registrable Securities
which are (i) Common Stock or (ii) securities that are convertible into or exchangeable
or exercisable for Common Stock.


 


“Demand Party”:  (a) Associates or (b) any other Holder or
Holders that may become an assignee of Associates’ or such Common Stock
Partnership’s rights hereunder, including, without limitation, any present or
future general or limited partner of either Common Stock Partnership, or any
member of Associates, or any general or limited partner of any general or
limited partner thereof; provided that to be a Demand Party under this
clause (a), a Holder or Holders must either individually or in aggregate with
all other Holders with whom it is acting together to demand registration own at
least 1% of the total number of Registrable Securities.


 


“Exchange Act”:  The Securities Exchange Act of 1934, as
amended, or any similar federal statute then in effect, and a reference to a
particular section thereof shall be deemed to include a reference to the
comparable section, if any, of any such similar federal statute.


 

















 


“Holder”:  Associates and any other holder of Registrable Securities
(including any direct or indirect transferees of Associates) who agrees in
writing to be bound by the provisions of this Agreement.


 


“Person”:  Any individual, partnership, joint venture, corporation, trust,
unincorporated organization or government or any department or agency thereof.


 


“Purchase Agreement”:  The Stock and Asset Purchase Agreement dated
as of February 19, 1998, as amended, among the Company, the Principal
Stockholders and the other stockholders identified therein.


 


“Registrable Securities”:  Any Common Stock acquired by Associates from
the Company or any affiliate of the Company and any Common Stock or convertible
security which may be issued or distributed in respect thereof by way of stock
dividend or stock split or other distribution, recapitalization or
reclassification.  As to any particular
Registrable Securities, once issued, such Registrable Securities shall cease to
be Registrable Securities when (i) a registration statement with respect to the
sale by the Holder of such securities shall have become effective under the
Securities Act and such securities shall have been disposed of in accordance
with such registration statement, (ii) such securities shall have been
distributed to the public pursuant to Rule 144 (or any successor provision)
under the Securities Act, (iii) such securities shall have been otherwise
transferred, new certificates for such securities not bearing a legend
restricting further transfer shall have been delivered by the Company and
subsequent disposition of such securities shall not require registration or
qualification of such securities under the Securities Act or any state
securities or blue sky law then in force, or (iv) such securities shall have
ceased to be outstanding.


 


“Registration Expenses”:  Any and all expenses incident to performance
of or compliance with this Agreement, including, without limitation, (i) all
SEC and stock exchange or National Association of Securities Dealers, Inc. (the
“NASD”) registration and filing fees (including, if applicable, the fees
and expenses of any “qualified independent underwriter,” as such term is
defined in Schedule E to the By-laws of the NASD, and of its counsel),
(ii) all fees and expenses of complying with securities or blue sky laws
(including fees and disbursements of counsel for the underwriters in connection
with blue sky qualifications of the Registrable Securities), (iii) all
printing, messenger and delivery expenses, (iv) all fees and expenses incurred
in connection with the listing of the Registrable Securities on any securities
exchange pursuant to clause (viii) of Section 4 and all rating agency
fees, (v) the fees and disbursements of counsel for the Company and of its
independent public accountants, including the expenses of any special audits
and/or “cold comfort” letters required by or incident to such performance and
compliance, (vi) the reasonable fees and disbursements of counsel selected
pursuant to Section 7 hereof by the Holders of the Registrable Securities
being registered to represent such Holders in connection with each such
registration, (vii) any fees and disbursements of underwriters customarily paid
by the issuers or sellers of securities, including liability insurance if the
Company so desires or if the underwriters so require, and the reasonable fees
and expenses of any special experts retained in connection with


 


2

















 


the requested registration, but excluding
underwriting discounts and commissions and transfer taxes, if any, and (viii)
other reasonable out-of-pocket expenses of Holders (provided that such
expenses shall not include expenses of counsel other than those provided for in
clause (vi) above).


 


“Securities Act”:  The Securities Act of 1933, as amended, or
any similar federal statute then in effect, and a reference to a particular
section thereof shall be deemed to include a reference to the comparable
section, if any, of any such similar federal statute.


 


“SEC”:  The Securities and Exchange Commission or any other federal
agency at the time administering the Securities Act or the Exchange Act.


 


2.  Incidental Registrations.  (a)         Right
to Include Common or Common Equivalent Registrable Securities.  If the Company at any time after the date
hereof proposes to register its Common Stock (or any security which is
convertible into or exchangeable or exercisable for Common Stock) under the
Securities Act (other than a registration on Form S-4 or S-8, or any successor
or other forms promulgated for similar purposes), whether or not for sale for
its own account, in a manner which would permit registration of Common or
Common Equivalent Registrable Securities for sale to the public under the
Securities Act, it will, at each such time, give prompt written notice to all
Holders of Common or Common Equivalent Registrable Securities of its intention
to do so and of such Holders’ rights under this Section 2.  Upon the written request of any such Holder
made within 15 days after the receipt of any such notice (which request shall
specify the Common or Common Equivalent Registrable Securities intended to be
disposed of by such Holder), the Company will use its best efforts to effect
the registration under the Securities Act of all Common or Common Equivalent
Registrable Securities which the Company has been so requested to register by
the Holders thereof, to the extent requisite to permit the disposition of the
Common or Common Equivalent Registrable Securities so to be registered; provided
that (i) 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 connection with such registration, the Company shall
determine for any reason not to proceed with the proposed registration of the
securities to be sold by it, the Company may, at its election, give written
notice of such determination to each Holder of Common or Common Equivalent
Registrable Securities and, thereupon, shall be relieved of its obligation to
register any Common or Common Equivalent Registrable Securities in connection
with such registration (but not from its obligation to pay the Registration
Expenses in connection therewith), and (ii) if such registration involves an
underwritten offering, all Holders of Common or Common Equivalent Registrable
Securities requesting to be included in the Company’s registration must sell
their Common or Common Equivalent Registrable Securities to the underwriters
selected by the Company on the same terms and conditions as apply to the
Company, with such differences, including any with respect to indemnification
and liability insurance, as may be customary or appropriate in combined primary
and secondary offerings.  If a
registration requested pursuant to this Section 2(a) involves an
underwritten public offering, any Holder of Common or Common Equivalent
Registrable Securities requesting to be included in such registration may
elect, in writing prior to the effective date of the registration statement
filed in connection with such registration, not to register such securities in
connection with such registration. 
Nothing in this Section 2(a) shall operate to limit the right of
Holder to (i) request the registration of Common


 


3

















 


Stock issuable
upon conversion or exercise of convertible securities held by such Holder
notwithstanding the fact that at the time of request such Holder holds only
convertible securities or (ii) request the registration at one time of both
Common Stock and securities convertible into Common Stock.


 


(b)  Expenses.  The Company will pay all Registration
Expenses in connection with each registration of Common or Common Equivalent
Registrable Securities requested pursuant to this Section 2.


 


(c)  Priority in Incidental
Registrations.  If a registration
pursuant to this Section 2 involves an underwritten offering and the
managing underwriter advises the Company in writing that, in its opinion, the
number of securities requested to be included in such registration exceeds the
number which can be sold in such offering, so as to be likely to have an
adverse effect on the price, timing or distribution of the Securities offered
in such offering as contemplated by the Company (other than the Common or
Common Equivalent Registrable Securities), then the Company will include in
such registration (i) first, 100% of the securities the Company proposes to
sell and (ii) second, to the extent of the number of Common or Common
Equivalent Registrable Securities requested to be included in such registration
which, in the opinion of such managing underwriter, can be sold without having
the adverse effect referred to above, the number of Common or Common Equivalent
Registrable Securities which the Holders have requested to be included in such
registration, such amount to be allocated pro rata among all requesting Holders
on the basis of the relative number of shares of Common or Common Equivalent
Registrable Securities then held by each such Holder (provided that any shares
thereby allocated to any such Holder that exceed such Holder’s request will be
reallocated among the remaining requesting Holders in like manner).


 


3.  Registration on Request.  (a)  Request
by the Demand Party.  At any time,
upon the written request of the Demand Party requesting that the Company effect
the registration under the Securities Act of all or part of such Demand Party’s
Registrable Securities and specifying the amount and intended method of
disposition thereof, the Company will promptly give written notice of such
requested registration to all other Holders of such Registrable Securities, and
thereupon will, as expeditiously as possible, use its best efforts to effect
the registration under the Securities Act of:


 


(i)            such
Registrable Securities (including, if such request relates to a security which
is convertible into shares of Common Stock, the shares of Common Stock issuable
upon such conversion) which the Company has been so requested to register by
the Demand Party; and


 


(ii)           all
other Registrable Securities of the same class or series as are to be
registered at the request of a Demand Party and which the Company has been
requested to register by any other Holder thereof by written request given to
the Company within 15 days after the giving of such written notice by the Company
(which request shall specify the amount and intended method of disposition of
such Registrable Securities),


 


4

















 


all to the
extent necessary to permit the disposition (in accordance with the intended method
thereof as aforesaid) of the Registrable Securities so to be registered; provided,
that with respect to any Demand Party other than Associates, the Company shall
not be obligated to effect any registration of Registrable Securities under
this Section 3(a) unless such Demand Party requests that the Company
register at least 1% of the total number of Registrable Securities; and provided,
further, that, unless Holders of a majority of the shares of Registrable
Securities held by Holders consent thereto in writing, the Company shall not be
obligated to file a registration statement relating to any registration request
under this Section 3(a) (x) within a period of nine months after the
effective date of any other registration statement relating to any registration
request under this Section 3(a) which was not effected on Form S-3 (or any
successor or similar short-form registration statement) or relating to any
registration effected under Section 2, or (y) if with respect thereto the
managing underwriter, the SEC, the Securities Act or the rules and regulations
thereunder, or the form on which the registration statement is to be filed,
would require the conduct of an audit other than the regular audit conducted by
the Company at the end of its fiscal year, in which case the filing may be
delayed until the completion of such regular audit (unless the Holders of the
Registrable Securities to be registered agree to pay the expenses of the
Company in connection with such an audit other than the regular audit).  Nothing in this Section 3 shall operate
to limit the right of a Holder to (i) request the registration of Common Stock
issuable upon conversion or exercise of convertible securities held by such
Holder notwithstanding the fact that at the time of request such Holder holds
only convertible securities or (ii) request the registration at one time of
both Common Stock and securities convertible into Common Stock.


 


(b)  Registration Statement
Form.  If any registration requested
pursuant to this Section 3 which is proposed by the Company to be effected
by the filing of a registration statement on Form S-3 (or any successor or
similar short-form registration statement) shall be in connection with an
underwritten public offering, and if the managing underwriter shall advise the
Company in writing that, in its opinion, the use of another form of
registration statement is of material importance to the success of such
proposed offering, then such registration shall be effected on such other form.


 


(c)  Expenses.  The Company will pay all Registration
Expenses in connection with the first ten (10) registrations of each class or
series of Registrable Securities pursuant to this Section 3 upon the
written request of any of the Holders, provided that, for purposes
hereof, a request to register Common Stock into which a convertible security is
convertible in conjunction with a registration of such convertible security
shall be deemed to be one request for registration of a class or series of
Registrable Securities.  All expenses
for any subsequent registrations of Registrable Securities pursuant to this
Section 3 shall be paid pro rata by the Company and all other Persons
(including the Holders) participating in such registration on the basis of the
relative number of shares of Common Stock of each such person whose Registrable
Securities are included in such registration.


 


(d)  Effective Registration
Statement.  A registration requested
pursuant to this Section 3 will not be deemed to have been effected unless
it has become effective and all of the Registrable Securities registered
thereunder have been sold; provided that if, within 180 days after it
has become effective, the offering of Registrable Securities pursuant to such
registration


 


5

















 


is interfered with by any stop order,
injunction or other order or requirement of the SEC or other governmental
agency or court, such registration will be deemed not to have been effected.


 


(e)  Selection of
Underwriters.  If a requested registration
pursuant to this Section 3 involves an underwritten offering, the Holders
of a majority of the shares of Registrable Securities which are held by Holders
and which the Company has been requested to register shall have the right to
select the investment banker or bankers and managers to administer the
offering; provided, however, that such investment banker or
bankers and managers shall be reasonably satisfactory to the Company.


 


(f)  Priority in Requested
Registrations.  If a requested
registration pursuant to this Section 3 involves an underwritten offering
and the managing underwriter advises the Company in writing that, in its
opinion, the number of securities requested to be included in such registration
(including securities of the Company which are not Registrable Securities)
exceeds the number which can be sold in such offering, the Company will include
in such registration only the Registrable Securities requested by the Holders
to be included in such registration.  In
the event that the number of Registrable Securities requested to be included in
such registration exceeds the number which, in the opinion of such managing
underwriter, can be sold, the number of such Registrable Securities to be
included in such registration shall be allocated pro rata among all requesting
Holders on the basis of the relative number of shares of Registrable Securities
then held by each such Holder (provided that any shares thereby allocated to
any such Holder that exceed such Holder’s request shall be reallocated among
the remaining requesting Holders in like manner).  In the event that the number of Registrable Securities requested
to be included in such registration is less than the number which, in the
opinion of the managing underwriter, can be sold, the Company may include in
such registration the securities the Company proposes to sell up to the number
of securities that, in the opinion of the underwriter, can be sold.


 


(g)  Additional Rights.  If the Company at any time grants to any
other holders of Common Stock any rights to request the Company to effect the
registration under the Securities Act of any such shares of Common Stock on
terms more favorable to such holders than the terms set forth in this
Section 3, the terms of this Section 3 shall be deemed amended or
supplemented to the extent necessary to provide the Holders such more favorable
rights and benefits.


 


4.  Registration Procedures.  If and whenever the Company is required to
use its best efforts to effect or cause the registration of any Registrable
Securities under the Securities Act as provided in this Agreement, the Company
will, as expeditiously as possible:


 


(i) 
prepare and, in any event within 120 days after the end of the period
within which a request for registration may be given to the Company, file with
the SEC a registration statement with respect to such Registrable Securities
and use its best efforts to cause such registration statement to become
effective, provided, however, that the Company may discontinue
any registration of its securities which is being effected pursuant to
Section 2 at any time prior to the effective date of the registration
statement relating thereto;


 


6

















 


(ii) 
prepare and file with the SEC such amendments and supplements to such
registration statement and the prospectus used in connection therewith as may
be necessary to keep such registration statement effective for a period not in
excess of 270 days and to comply with the provisions of the Securities Act, the
Exchange Act and the rules and regulations of the SEC thereunder with respect
to the disposition of all securities covered by such registration statement
during such period in accordance with the intended methods of disposition by
the seller or sellers thereof set forth in such registration statement; provided
that before filing a registration statement or prospectus, or any amendments or
supplements thereto, the Company will furnish to counsel selected pursuant to
Section 7 hereof by the Holders of the Registrable Securities covered by
such registration statement to represent such Holders, copies of all documents
proposed to be filed, which documents will be subject to the review of such
counsel;


 


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


 


(iv) 
use its best efforts to register or qualify such Registrable Securities
covered by such registration in such jurisdictions as each seller shall
reasonably request, and do any and all other acts and things which may be
reasonably necessary or advisable to enable such seller to consummate the
disposition in such jurisdictions of the Registrable Securities owned by such
seller, except that the Company shall not for any such purpose be required to
qualify generally to do business as a foreign corporation in any jurisdiction
where, but for the requirements of this clause (iv), it would not be obligated
to be so qualified, to subject itself to taxation in any such jurisdiction or
to consent to general service of process in any such jurisdiction;


 


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


 


(vi) 
notify each seller of any such Registrable Securities covered by such
registration statement, at any time when a prospectus relating thereto is
required to be delivered under the Securities Act within the appropriate period
mentioned in clause (ii) of this Section 4, of the Company’s becoming
aware that the prospectus included in such registration statement, as then in
effect, includes an untrue statement of a material fact or omits to state a
material fact required to be stated therein or necessary to make the statements
therein not misleading in the light of the circumstances then existing, and at
the request of any such seller, prepare and furnish to such seller a reasonable
number of copies of an amended or supplemental prospectus as may be necessary
so that, as


 


7

















 


thereafter delivered to the purchasers of such Registrable Securities,
such prospectus shall not include an untrue statement of a material fact or
omit to state a material fact required to be stated therein or necessary to
make the statements therein not misleading in the light of the circumstances
then existing;


 


(vii) 
otherwise use its best efforts to comply with all applicable rules and
regulations of the SEC, and make available to its security holders, as soon as
reasonably practicable (but not more than eighteen months) after the effective
date of the registration statement, an earnings statement which shall satisfy
the provisions of Section 11(a) of the Securities Act and the rules and
regulations promulgated thereunder;


 


(viii) 
(A) if such Registrable Securities are Common Stock (including Common
Stock issuable upon conversion of a convertible security), use its best efforts
to list such Registrable Securities on any securities exchange on which the
Common Stock is then listed if such Registrable Securities are not already so
listed and if such listing is then permitted under the rules of such exchange;
(B) if such Registrable Securities are convertible securities, upon the
reasonable request of sellers of a majority of shares of such Registrable
Securities, use its best efforts to list the convertible securities and, if
requested, the Common Stock underlying the convertible securities,
notwithstanding that at the time of request such sellers hold only convertible
securities, on any securities exchange so requested, if such Registrable
Securities are not already so listed, and if such listing is then permitted
under the rules of such exchange; (C) and use its best efforts to provide a
transfer agent and registrar for such Registrable Securities covered by such
registration statement not later than the effective date of such registration
statement;


 


(ix) 
enter into such customary agreements (including an underwriting
agreement in customary form), which may include indemnification provisions in
favor of underwriters and other persons in addition to, or in substitution for
the provisions of Section 5 hereof, and take such other actions as sellers
of a majority of shares of such Registrable Securities or the underwriters, if
any, reasonably requested in order to expedite or facilitate the disposition of
such Registrable Securities;


 


(x) 
obtain a “cold comfort” letter or letters from the Company’s independent
public accounts in customary form and covering matters of the type customarily
covered by “cold comfort” letters as the seller or sellers of a majority of
shares of such Registrable Securities shall reasonably request (provided that
Registrable Securities constitute at least 25% of the securities covered by
such registration statement);


 


(xi) 
make available for inspection by any seller of such Registrable
Securities covered by such registration statement, by any underwriter
participating in any disposition to be effected pursuant to such registration
statement and by any attorney, accountant or other agent retained by any such
seller or any such underwriter, 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 to supply all


 


8

















 


information reasonably requested by any such seller, underwriter, attorney,
accountant or agent in connection with such registration statement;


 


(xii) 
notify counsel (selected pursuant to Section 7 hereof) for the
Holders of Registrable Securities included in such registration statement and
the managing underwriter or agent, immediately, and confirm the notice in
writing (i) when the registration statement, or any post-effective amendment to
the registration statement, shall have become effective, or any supplement to
the prospectus or any amendment prospectus shall have been filed, (ii) of the
receipt of any comments from the SEC, (iii) of any request of the SEC to amend
the registration statement or amend or supplement the prospectus or for
additional information, and (iv) of the issuance by the SEC of any stop order suspending
the effectiveness of the registration statement or of any order preventing or
suspending the use of any preliminary prospectus, or of the suspension of the
qualification of the registration statement for offering or sale in any
jurisdiction, or of the institution or threatening of any proceedings for any
of such purposes;


 


(xiii) 
make every reasonable effort to prevent the issuance of any stop order
suspending the effectiveness of the registration statement or of any order
preventing or suspending the use of any preliminary prospectus and, if any such
order is issued, to obtain the withdrawal of any such order at the earliest
possible moment;


 


(xiv) 
if requested by the managing underwriter or agent or any Holder of
Registrable Securities covered by the registration statement, promptly
incorporate in a prospectus supplement or post-effective amendment such
information as the managing underwriter or agent or such Holder reasonably
requests to be included therein, including, without limitation, with respect to
the number of Registrable Securities being sold by such Holder to such
underwriter or agent, the purchase price being paid therefor by such
underwriter or agent and with respect to any other terms of the underwritten
offering of the Registrable Securities to be sold in such offering; and make
all required filings of such prospectus supplement or post-effective amendment
as soon as practicable after being notified of the matters incorporated in such
prospectus supplement or post-effective amendment;


 


(xv) 
cooperate with the Holders of Registrable Securities covered by the
registration statement and the managing underwriter or agent, if any, to
facilitate the timely preparation and delivery of certificates (not bearing any
restrictive legends) representing securities to be sold under the registration
statement, and enable such securities to be in such denominations and
registered in such names as the managing underwriter or agent, if any, or such
Holders may request;


 


(xvi) 
obtain for delivery to the Holders of Registrable Securities being
registered and to the underwriter or agent an opinion or opinions from counsel
for the Company in customary form and in form, substance and scope reasonably
satisfactory to such Holders, underwriters or agents and their counsel; and


 


9

















 


(xvii) 
cooperate with each seller of Registrable Securities and each
underwriter or agent participating in the disposition of such Registrable
Securities and their respective counsel in connection with any filings required
to be made with the NASD.


 


The Company may require each seller of
Registrable Securities as to which any registration is being effected to
furnish the Company with such information regarding such seller and pertinent
to the disclosure requirements relating to the registration and the
distribution of such securities as the Company may from time to time reasonably
request in writing.


 


Each Holder of Registrable Securities agrees
that, upon receipt of any notice from the Company of the happening of any event
of the kind described in clause (vi) of this Section 4, such Holder will
forthwith discontinue disposition of Registrable Securities pursuant to the
registration statement covering such Registrable Securities until such Holder’s
receipt of the copies of the supplemented or amended prospectus contemplated by
clause (vi) of this Section 4, and, if so directed by the Company, such
Holder will deliver to the Company (at the Company’s expense) all copies, other
than permanent file copies then in such Holder’s possession, of the prospectus
covering such Registrable Securities current at the time of receipt of such
notice.  In the event the Company shall
give any such notice, the period mentioned in clause (ii) of this Section 4
shall be extended by the number of days during the period from and including
the date of the giving of such notice pursuant to clause (vi) of this
Section 4 and including the date when each seller of Registrable
Securities covered by such registration statement shall have received the
copies of the supplemented or amended prospectus contemplated by clause (vi) of
this Section 4.


 


5.  Indemnification.  (a)        Indemnification
by the Company.  In the event of any
registration of any securities of the Company under the Securities Act pursuant
to Section 2 or 3, the Company will, and it hereby does, indemnify and
hold harmless, to the extent permitted by law, the seller of any Registrable
Securities covered by such registration statement, each affiliate of such seller
and their respective directors and officers or general and limited partners or
members or managing members (including any director, officer, affiliate,
employee, agent and controlling Person of any of the foregoing), each other
Person who participates as an underwriter in the offering or sale of such
securities and each other Person, if any, who controls such seller or any such
underwriter within the meaning of the Securities Act (collectively, the “Indemnified
Parties”), against any and all losses, claims, damages or liabilities,
joint or several, and expenses (including reasonable attorney’s fees and
reasonable expenses of investigation) to which such Indemnified Party may
become subject under the Securities Act, common law or otherwise, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof, whether or not such Indemnified Party is a party thereto) arise out of
or are based upon (a) any untrue statement or alleged untrue statement of any
material fact contained in any registration statement under which such
securities were registered under the Securities Act, any preliminary, final or
summary prospectus contained therein, or any amendment or supplement thereto,
or (b) 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, in light of the circumstances under which they were
made) not misleading, and the Company will reimburse such Indemnified Party for
any legal or any other expenses reasonably incurred by it in


 


10

















 


connection with investigating
or defending against any such loss, claim, liability, action or proceeding; provided
that the Company shall not be liable to any Indemnified Party in any such case
to the extent that any such loss, claim, damage, liability (or action or
proceeding in respect thereof) or expense arises out of or is based upon any
untrue statement or alleged untrue statement or omission or alleged omission
made in such registration statement or amendment or supplement thereto or in
any such preliminary, final or summary prospectus in reliance upon and in
conformity with written information furnished to the Company through an instrument
duly executed by such seller specifically stating that it is for use in the
preparation thereof.  Such indemnity
shall remain in full force and effect regardless of any investigation made by
or on behalf of such seller or any Indemnified Party and shall survive the
transfer of such securities by such seller.


 


(b)  Indemnification by the
Seller.  The Company may require, as
a condition to including any Registrable Securities in any registration
statement filed in accordance with Section 4 herein, that the Company
shall have received an undertaking reasonably satisfactory to it from the
prospective seller of such Registrable Securities or any underwriter to
indemnify and hold harmless (in the same manner and to the same extent as set
forth in subdivision (a) of this Section 5) the Company and all other
prospective sellers with respect to any untrue statement or alleged untrue
statement in or omission or alleged omission from such registration statement,
any preliminary, final or summary prospectus contained therein, or any
amendment or supplement, if such untrue statement or alleged untrue statement
or omission or alleged omission was made in reliance upon and in conformity
with written information furnished to the Company through an instrument duly executed
by such seller or underwriter specifically stating that it is for use in the
preparation of such registration statement, preliminary, final or summary
prospectus or amendment or supplement, or a document incorporated by reference
into any of the foregoing.  Such
indemnity shall remain in full force and effect regardless of any investigation
made by or on behalf of the Company or any of the prospective sellers, or any
of their respective affiliates, directors, officers or controlling Persons and
shall survive the transfer of such securities by such seller.  In no event shall the liability of any
selling Holder of Registrable Securities hereunder be greater in amount than
the dollar amount of the proceeds received by such Holder upon the sale of the
Registrable Securities giving rise to such indemnification obligation.


 


(c)  Notices of Claims, Etc.  Promptly after receipt by an Indemnified
Party hereunder of written notice of the commencement of any action or
proceeding with respect to which a claim for indemnification may be made
pursuant to this Section 5, such Indemnified Party will, if a claim in
respect thereof is to be made against an indemnifying party, give written
notice to the latter of the commencement of such action; provided that
the failure of the Indemnified Party to give notice as provided herein shall
not relieve the indemnifying party of its obligations under the preceding
subdivisions of this Section 5, except to the extent that the indemnifying
party is actually prejudiced by such failure to give notice.  In case any such action is brought against
an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a
conflict of interest between such Indemnified Party and indemnifying parties
may exist in respect of such claim, the indemnifying party will be entitled to
participate in and to assume the defense thereof, jointly with any other
indemnifying party similarly notified to the extent that it may wish, with
counsel reasonably satisfactory to such Indemnified Party, and after notice
from


 


11

















 


the indemnifying party to such
Indemnified Party of its election so to assume the defense thereof, the
indemnifying party will not be liable to such Indemnified Party for any legal
or other expenses subsequently incurred by the latter in connection with the
defense thereof other than reasonable costs of investigation.  No indemnifying party will consent to entry
of any judgment or enter into any settlement which does not include as an unconditional
term thereof, the giving by the claimant or plaintiff to such Indemnified Party
of a release from all liability in respect to such claim or litigation.


 


(d)  Contribution.  If the indemnification provided for in this
Section 5 from the indemnifying party is unavailable to an Indemnified
Party hereunder in respect of any losses, claims, damages, liabilities or
expenses referred to herein, then the indemnifying party, in lieu of
indemnifying such Indemnified Party, shall contribute to the amount paid or
payable by such Indemnified Party as a result of such losses, claims, damages,
liabilities or expenses in such proportion as is appropriate to reflect the
relative fault of the indemnifying party and Indemnified Parties in connection
with the actions which resulted in such losses, claims, damages, liabilities or
expenses, as well as any other relevant equitable considerations.  The relative fault of such indemnifying
party and Indemnified Parties shall be determined by reference to, among other
things, whether any action in question, including any untrue or alleged untrue
statement of a material fact or omission or alleged omission to state a
material fact, has been made by, or relates to information supplied by, such
indemnifying party or Indemnified Parties, and the parties’ relative intent,
knowledge, access to information and opportunity to correct or prevent such
action.  The amount paid or payable by a
party under this Section 5(d) as a result of the losses, claims, damages,
liabilities and expenses referred to above shall be deemed to include any legal
or other fees or expenses reasonably incurred by such party in connection with
any investigation or proceeding.


 


The parties hereto agree that it would not be
just and equitable if contribution pursuant to this Section 5(d) were
determined by pro rata allocation or by any other method of allocation which
does not take account of the equitable considerations referred to in the
immediately preceding paragraph.  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.


 


(e) Other Indemnification. 
Indemnification similar to that specified in the preceding subdivisions
of this Section 5 (with appropriate modifications) shall be given by the
Company and each seller of Registrable Securities with respect to any required
registration or other qualification of securities under any federal or state law
or regulation or governmental authority other than the Securities Act.


 


(f) Non-Exclusivity.  The
obligations of the parties under this Section 5 shall be in addition to
any liability which any party may otherwise have to any other party.


 


6.  Rule 144.  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 request of any
Holder of Registrable Securities, make publicly available such information),
and it


 


12

















 


will take such further action
as any Holder of Registrable Securities may reasonably request, all to the
extent required from time to time to enable such Holder to sell shares of
Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by (i) Rule 144 under the Securities Act,
as such Rule may be amended from time to time, or (ii) any similar rule or
regulation hereafter adopted by the SEC. 
Upon the request of any Holder of Registrable Securities, the Company
will deliver to such Holder a written statement as to whether it has complied
with such requirements.  Notwithstanding
anything contained in this Section 6, the Company may de-register under
Section 12 of the Exchange Act if it then is permitted to do so pursuant
to the Exchange Act and the rules and regulations thereunder and, in such
circumstances, shall not be required hereby to file any reports which may be
necessary in order for Rule 144 or any similar rule or regulation to be
available.


 


7.  Selection of Counsel.  In connection with any registration of
Registrable securities pursuant to Sections 2 and 3 hereof, the Holders of a
majority of the Registrable Securities covered by any such registration may
select one counsel to represent all Holders of Registrable Securities covered
by such registration; provided, however, that in the event that
the counsel selected as provided above is also acting as counsel to the Company
in connection with such registration, the remaining Holders shall be entitled
to select one additional counsel to represent all such remaining Holders.


 


8.  Miscellaneous.  (a)      Other
Investors.  The Company may enter
into agreements with other holders and purchasers of Common Stock who are then
employees of the Company (or its successor) or any of its subsidiaries, making
them parties hereto (and thereby giving them all, or a portion, of the rights,
preferences and privileges of an original party hereto) with respect to
additional shares of Common Stock (the “Supplemental Agreements”);
provided, however, that pursuant to any such Supplemental Agreement, such
holder or purchaser expressly agrees to be bound by all of the terms,
conditions and obligations of this Agreement as if such holder or purchaser
were an original party hereto.  All
shares of Common Stock issued or issuable pursuant to such Supplemental
Agreements shall be deemed to be Registrable Securities.


 


(b)  Holdback Agreement.  If any such registration shall be in
connection with an underwritten public offering, each Holder of Registrable
Securities agrees not to effect any public sale or distribution, including any sale
pursuant to Rule 144 under the Securities Act, of any equity securities of the
Company, or of any security convertible into or exchangeable or exercisable for
any equity security of the Company (in each case, other than as part of such
underwritten public offering), within 7 days before or such period not to
exceed 60 days as the underwriting agreement may require (or such lesser period
as the managing underwriters may permit) after the effective date of such
registration (except as part of such registration), and the Company hereby also
so agrees and agrees to cause each other holder of any equity security, or of
any security convertible into or exchangeable or exercisable for any equity
security, of the Company purchased from the Company (at any time other than in
a public offering) to so agree.  This
Section 8(b) is in addition to, and shall not be deemed to be in
limitation of, the obligations which any party to a Management Stockholder’s
Agreement with the Company may have under Section 2(e) thereof.


 


13

















 


(c)  Amendments and Waivers.  This Agreement may be amended and the
Company may take any action herein prohibited, or omit to perform any act
herein required to be performed by it, only if the Company shall have obtained
the written consent to such amendment, action or omission to act, of the
Holders of a majority of the Registrable Securities then outstanding; provided,
however, that no amendment, waiver or consent to the departure from the
terms and provisions of this Agreement that is adverse to Associates or any of
its successors and assigns shall be effective as against any such Person for so
long as such Person holds any Registrable Securities unless consented to in
writing by such Person.  Each Holder of
any Registrable Securities at the time or thereafter outstanding shall be bound
by any consent authorized by this Section 8(c), whether or not such
Registrable Securities shall have been marked to indicate such consent.


 


(d)  Successors, Assigns and
Transferees.  This Agreement shall
be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.  In
addition, and whether or not any express assignment shall have been made, the
provisions of this Agreement which are for the benefit of the parties hereto
other than the Company shall also be for the benefit of and enforceable by any
subsequent Holder of any Registrable Securities, subject to the provisions
contained herein.  Without limitation to
the foregoing, in the event that Associates distributes or otherwise transfers
any shares of the Registrable Securities to any of its present or future
general or limited partners, the Company hereby acknowledges that the
registration rights granted pursuant to this Agreement shall be transferred to
such partner or partners on a pro rata basis, and that at or after the time of
any such distribution or transfer, any such partner or group of partners may
designate a Person to act on its behalf in delivering any notices or making any
requests hereunder.


 


(e)  Notices.  All notices and other communications
provided for hereunder shall be in writing and shall be sent by first class
mail, telex, telecopier or hand delivery:


 


(i) 
if to the Company, to:


 


BRW Acquisition, Inc.


c/o Kohlberg Kravis Roberts & Co.


9 West 57th Street, Suite 4200


New York, New York 10019


Attention:  Perry Golkin


 


(ii) 
if to Associates, to:


 


c/o KKR 1996 Fund L.P.


2800 Sand Hill Road, Suite 200


Menlo Park, CA  94025


Attention:  Todd Fisher


 


14

















 


with a copy to:


 


Simpson Thacher & Bartlett


425 Lexington Avenue


New York, New York  10017


Attention:  Gary Horowitz, Esq.


 


(iii)  
if to any other holder of Registrable Securities, to the address of such
other holder as shown in the stock record book of the Company, or to such other
address as any of the above shall have designated in writing to all of the
other above.


 


All such notices and communications shall be
deemed to have been given or made (1) when delivered by hand, (2) five business
days after being deposited in the mail, postage prepaid, (3) when telexed
answer-back received or (4) when telecopied, receipt acknowledged.


 


(f)  Descriptive Headings.  The headings in this Agreement are for
convenience of reference only and shall not limit or otherwise affect the
meaning of terms contained herein.


 


(g)  Severability.  In the event that any one or more of the
provisions, paragraphs, words, clauses, phrases or sentences contained herein,
or the application thereof in any circumstances, is held invalid, illegal or
unenforceable in any respect for any reason, the validity, legality and
enforceability of any such provision, paragraph, word, clause, phrase or
sentence in every other respect and of the remaining provisions, paragraphs,
words, clauses, phrases or sentences hereof shall not be in any way impaired,
it being intended that all rights, powers and privileges of the parties hereto
shall be enforceable to the fullest extent permitted by law.


 


(h)  Counterparts.  This Agreement may be executed in
counterparts, and by different parties on separate counterparts, each of which
shall be deemed an original, but all such counterparts shall together
constitute one and the same instrument.


 


(i)  Governing Law; Submission
to Jurisdiction.  This Agreement
shall be governed by and construed and enforced in accordance with the laws of
the State of New York applicable to contracts made and to be performed
therein.  The parties to this Agreement
hereby agree to submit to the jurisdiction of the courts of the State of New
York, the courts of the United States of America for the Southern District of
New York, and appellate courts from any thereof in any action or proceeding
arising out of or relating to this Agreement.


 


(j)  Specific Performance.  The parties hereto acknowledge and agree
that irreparable damage would occur in the event that any of the provisions of
this Agreement were not performed in accordance with their specific terms or
were otherwise breached.  Accordingly,
it is agreed that they shall be entitled to an injunction or injunctions to
prevent breaches of the provision of this Agreement and to enforce specifically
the terms and provisions hereof in any court of competent jurisdiction in the
United States or any state thereof, in addition to any other remedy to which
they may be entitled at law or in equity.


 


15

















 


(k)  Limited Liability.  Notwithstanding any other provision of this
Agreement, neither any member or managing member of Associates shall have any
personal liability for performance of any obligation of Associates under this
Agreement


 


16

















 


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


 


	
   

  	
  BRW ACQUISITION, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Todd
  Fisher

  	
   

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  BRISTOL WEST
  ASSOCIATES LLC

  
	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR 1996
  Fund L.P.,

  
	
   

  	
   

  	
   

  	
  its Member,

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR Associates
  1996 L.P.

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
  KKR 1996 GP
  LLC,

  
	
   

  	
   

  	
   

  	
  its General
  Partner

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
  /s/ Perry
  Golkin

  	
   

  
	
   

  	
   

  	
   

  	
  General
  Partner

  
						



 


17