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Exhibit 4.6    
    


AMENDED AND RESTATED

STOCKHOLDERS AGREEMENT  


 Dated         , 2005  


 Among  


 REFCO INC.,  


 NEW REFCO GROUP LTD., LLC  


 AND  


 THE OTHER PARTIES HERETO  









 
 

TABLE OF CONTENTS    
    



	 
	 	 
	 	 
	 	Page

	ARTICLE I	 	VOTING AGREEMENTS	 	2
	

 	
 	

1.1	
 	

Election of Directors	
 	

2
	

 	
 	

1.2	
 	

Effective Period	
 	

3
	

ARTICLE II	
 	

TRANSFERS OF SECURITIES	
 	

3
	

 	
 	

2.1	
 	

Rights of Co-Sale	
 	

3
	

 	
 	

2.2	
 	

Securities Act Compliance	
 	

4
	

 	
 	

2.3	
 	

Transfers in Violation of Agreement	
 	

4
	

ARTICLE III	
 	

REGISTRATION RIGHTS	
 	

4
	

 	
 	

3.1	
 	

Demand Registrations	
 	

4
	

 	
 	

3.2	
 	

Incidental Registration	
 	

6
	

 	
 	

3.3	
 	

Holdback Agreements	
 	

7
	

 	
 	

3.4	
 	

Registration Procedures	
 	

8
	

 	
 	

3.5	
 	

Registration Expenses	
 	

10
	

 	
 	

3.6	
 	

Indemnification; Contribution	
 	

11
	

 	
 	

3.7	
 	

Rule 144	
 	

13
	

 	
 	

3.8	
 	

Underwritten Registrations	
 	

14
	

 	
 	

3.9	
 	

No Inconsistent Agreements	
 	

14
	

ARTICLE IV	
 	

AMENDMENT AND TERMINATION	
 	

14
	

 	
 	

4.1	
 	

Amendment and Waiver	
 	

14
	

 	
 	

4.2	
 	

Termination of Agreement	
 	

14
	

 	
 	

4.3	
 	

Termination as to a Party	
 	

14
	

ARTICLE V	
 	

MISCELLANEOUS	
 	

14
	

 	
 	

5.1	
 	

Certain Defined Terms	
 	

14
	

 	
 	

5.2	
 	

Legends	
 	

17
	

 	
 	

5.3	
 	

Severability	
 	

18
	

 	
 	

5.4	
 	

Entire Agreement	
 	

18
	

 	
 	

5.5	
 	

Assignment; Third Party Beneficiaries	
 	

18
	

 	
 	

5.6	
 	

Counterparts	
 	

19
	

 	
 	

5.7	
 	

Remedies	
 	

19
	

 	
 	

5.8	
 	

Notices	
 	

19
	

 	
 	

5.9	
 	

Governing Law	
 	

19
	 	 	 	 	 	 	 










	

 	
 	

5.10	
 	

Bennett Ownership of RGHI	
 	

20
	

 	
 	

5.11	
 	

Consent of THL	
 	

20
	

 	
 	

5.12	
 	

Stockholder Capacity	
 	

20
	

 	
 	

5.13	
 	

Descriptive Headings	
 	

20












 
 

AMENDED & RESTATED STOCKHOLDERS AGREEMENT    
    


        THIS AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (this "Agreement") is entered into as
of                        , 2005,
by and among (i) Refco Inc., a Delaware corporation ("Refco" or the "Company"),
(ii) New Refco Group Ltd., LLC, a Delaware limited liability company ("Refco Group"), (iii) Refco Group Holdings, Inc., a
Delaware corporation ("RGHI"), (iv) the Phillip R. Bennett Three Year Annuity Trust (the
"Trust"), (v) the Affiliates of Thomas H. Lee Partners, L.P. as identified on the signature pages hereto (each, a "THL
Holder" and collectively "THL"), (vi) the Limited Partners or Affiliates of Limited Partners who are parties to this
Agreement (each a "THL Limited Partner"), (vii) the management employees of the Company who are identified on the signature pages hereto (the
"Management Stockholders") and (viii) the independent directors of the Company signatory hereto. RGHI, the Trust, THL, and the THL Limited
Partners are collectively referred to herein as the "Investors." The Investors and each other holder of Common Shares that is or may become a party to
this Agreement as contemplated hereby are sometimes referred to herein collectively as the "Stockholders" and individually as a
"Stockholder." Certain capitalized terms used herein are defined in Section 5.1. 


        WHEREAS,
each of Refco Group and the holders of the Class A Common Units and Class B Common Units of Refco Group (all of whom, either directly or though their successors,
is a party to this Agreement) is party to that certain Securityholders Agreement, dated as of August 5, 2004 (the "Original Agreement"); 



        WHEREAS,
Refco intends to undertake a Public Offering (the "Offering") at a time when it is the sole owner of all of the outstanding
equity interests in Refco Group, and in connection therewith, as contemplated by Section 3.6 of the Original Agreement, to effect a reorganization whereby all of the membership interests in
Refco Group will be contributed or otherwise transferred to the Company, which will issue shares of its Common Stock in the Offering, and Refco Group will become a direct wholly-owned subsidiary of
the Company (the "Reorganization"); 


        WHEREAS,
in order to effect the Reorganization (i) Refco, RGHI, the Trust and the Management Stockholders, together with the THL Limited Partners and THL Holders signatory
thereto, have entered into that certain Assignment and Contribution Agreement, dated of even date herewith (the "Contribution Agreement"), whereby such
Stockholders will contribute their Class A Common Units and Class B Common Units of Refco Group to the Company in exchange for the issuance to such Stockholders of Common Stock of the
Company, (ii) each of THL Refco Blocker Corp., THL Refco Blocker Corp. II, and THL Refco Blocker Corp. III (each a "Blocker"), general partners
of THL Refco Acquisition Partners, THL Refco Acquisition Partners II and THL Refco Acquisition Partners III, respectively, (each a "THL Refco
Partnership" and each a THL Holder under the Original Agreement), will merge with and into the Company, such that Thomas H. Lee Equity Fund V, L.P., Thomas H. Lee Parallel Fund
V, L.P. and Thomas H. Lee Equity (Cayman) Fund V, L.P., the sole stockholders of the Blockers, will receive Common Stock of the Company in exchange for the capital stock of the Blockers
in the mergers and shall act as successors to the THL Refco Partnerships, and be deemed "THL Holders," under this Agreement and (iii) each of PG Direct Invest No. 10, Inc. and
GM-Refco II Corp., each a THL Limited Partner under the Original Agreement, will merge with and into the Company, such that Pearl Holding Limited, Vega Invest (Guernsey) Limited, Partners
Group Private Equity Performance Holding Limited, and Credit Suisse Anlagestiftung, the stockholders of PG Direct Invest No. 10, Inc., and GM Capital Partners I, L.P., the sole
stockholder of GM-Refco II Corp., will receive Common Stock of the Company in exchange for the capital stock of PG Direct Invest No. 10, Inc. and GM-Refco II
Corp., respectively, and such entities shall act as the successors to PG Direct Invest No. 10, Inc. and GM-Refco II Corp., respectively, and be deemed "THL Limited Partners,"
under this Agreement; and 


        WHEREAS,
the parties to the Original Agreement (or the successors to such entities, as set forth above) desire to amend and restate the Original Agreement as set forth in this Agreement
to (i) effect the termination of certain provisions of the Original Agreement; (ii) clarify the Company's position as the successor to Refco Group contemplated by the Original Agreement;
and (iii) set forth certain other 







 



agreements
of the parties hereto with respect to the Offering and the rights, duties and obligations of the parties hereto as stockholders of the Company following the Offering. 


        NOW,
THEREFORE, in consideration of the representations, warranties, covenants and agreements contained in this Agreement, and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as follows: 


 
 

ARTICLE I
  
    VOTING AGREEMENTS    
    


        1.1    Election of Directors.    



        (a)    Size and Composition of the Board.    Each of RGHI, the Trust and the THL Holders hereby agrees that such
Stockholder will vote, cause to be voted, or execute written consents with respect to, all voting securities of the Company over which such Stockholder has the power to vote, direct the voting, or
execute written consents, and will take all other necessary or desirable actions within such Stockholder's control to cause to be continued in office, the following individuals: 



        (i)    two
(2) directors nominated by RGHI (the "RGHI Directors") one of whom shall be Bennett so long as he is willing
and able to so serve; provided, however, that, other than Bennett, the RGHI Directors shall not include
Persons who were direct or indirect owners of Refco Group Ltd., LLC, prior to the date of the Original Agreement; 



        (ii)   three
(3) directors nominated by one or more of the THL Holders or their designees (with the Company to be notified of such nomination) (the
"THL Directors"); and 


        (iii)  one
(1) director nominated by RGHI and THL, who shall not be an employee of the Company or any Subsidiary, nor be an Affiliate of THL, and who shall be
reasonably acceptable to the THL Holders and RGHI (the "Independent Director"). 




        (b)    Number of Votes.    At each meeting of the Company's Board (or any committee thereof) at which a quorum is
present, each director shall be entitled to one vote on each matter to be voted on at such meeting. 


        (c)    Resignation and Removal.    If at any time any director ceases to serve on the Board (whether due to
resignation, removal or otherwise), RGHI or the THL Holders, as applicable, shall nominate a successor director to fill the vacancy created thereby on the terms and subject to the conditions of
paragraph (a) above. Each of RGHI, the Trust and the THL Holders, as applicable, agrees to vote, cause to be voted, or execute written consent(s) with respect to all voting securities of the
Company over which such Stockholder has the power to vote direct the voting, or execute written consents, and shall take all such other actions as shall be necessary or desirable, to cause the
nominated successor to be elected to fill such vacancy. 


        (d)    Removal for Cause.    Nothing in this Agreement shall be construed to impair any rights that the stockholders
of the Company may have to remove any director for cause under applicable law, the Certificate of Incorporation or the Bylaws. No such removal of an individual nominated pursuant to this  Section 1.1 for cause shall affect any of the rights of RGHI or the THL Holders to nominate a different individual pursuant to this  Section 1.1 to fill the position from which such individual was
removed.
 


        (e)    Committees of the Board.    The Board shall establish an audit committee, compensation committee and nominating
committee and such other committees as the Board from time to time may determine. Subject to its fiduciary duties under applicable law, the Board in good faith shall attempt to provide that each
committee shall include reasonable representation from the various constituencies represented on the Board. 



2







 




        (f)    Transfer by THL Holders.    In the event the THL Holders shall Transfer any of their Common Shares to a third
party, THL shall have the right, if it so elects, to permit such Transferee thereafter to have the right to nominate such number of directors (who theretofore were THL Directors) as is determined by
THL and that is reasonably proportionate to the Common Shares transferred to such Transferee; provided,  however, that any such Transferee shall execute and
agree to be bound by and subject to the provisions of this Agreement. 




        1.2    Effective Period.    The provisions of this Article I
shall terminate and cease to be effective upon such time as the Company ceases to be a Controlled Company. 


 
 

ARTICLE II
  
    TRANSFERS OF SECURITIES    
    


        2.1    Rights of Co-Sale.    



        (a)    Tag-Along Rights.    Prior to making any Transfer of Common Stock, any Investor proposing to make
such a Transfer (a "Selling Holder") shall give at least fifteen (15) days prior written notice to each Investor (each an
"Other Holder") and the Company, which notice (the "Sale Notice") shall identify the shares of Common
Stock that are proposed to be sold (the "Co-Sale Offered Securities"), and describe in reasonable detail the terms and conditions of such
proposed Transfer and identify each prospective Transferee. Any of the Other Holders may, within ten (10) days of the receipt of the Sale Notice, give written notice (each, a
"Tag-Along Notice") to the Selling Holder that such Other Holder wishes to participate in such proposed Transfer upon the terms and
conditions set forth in the Sale Notice, which Tag-Along Notice shall specify the shares of Common Stock such Other Holder desires to include in such proposed Transfer;  provided, however, that (1) each Other Holder shall be required, as a condition to being
permitted to sell Common Shares pursuant to this Section 2.1(a) in connection with a Transfer of Co-Sale Offered Securities, to sell
its proportionate amount (based on the respective Pro Rata Amounts of the
Selling Holder and each Other Holder exercising tag-along rights under this Section 2.1(a)) of the Common Stock proposed to be sold
by the Selling Holder and (2) to exercise its tag-along rights hereunder, each Other Holder must agree to make to the Transferee the same representations, warranties, covenants,
indemnities and agreements as the Selling Holder agrees to make in connection with the Transfer of the Co-Sale Offered Securities (except that in the case of representations and warranties
pertaining specifically to, or covenants made specifically by, the Selling Holder, the Other Holders shall make comparable representations and warranties pertaining specifically to (and, as
applicable, covenants by) themselves), and must agree to bear his or its ratable share (which shall be proportionate based on the value of shares of Common Stock that are Transferred but shall not
exceed the amount of proceeds received in connection with such Transfer) of all liabilities to the Transferees arising out of representations, warranties and covenants (other than those
representations, warranties and covenants that pertain specifically to a given Investor, who shall bear all of the liability related thereto), indemnities or other agreements made in connection with
the Transfer. Each participating Other Holder will bear its or his pro-rata share (based upon the relative amount of shares of Common Stock sold) of all reasonable and customary costs of
the sale of Common Stock pursuant to this Section 2.1(a) to the extent such costs are not otherwise paid by the Transferee. 


        If
none of the Other Holders gives the Selling Holder a Tag-Along Notice prior to the expiration of the 10-day period for giving Tag-Along Notices
with respect to the Transfer proposed in the Sale Notice, then (notwithstanding the first sentence of this Section 2.1(a)) the Selling Holder may
Transfer such Co-Sale Offered Securities on the terms and conditions set forth, and to or among any of the Transferees identified (or Affiliates of Transferees identified), in the Sale
Notice at any time within 180 days after expiration of the 10-day period for giving Tag-Along Notices with respect to such Transfer. Any such Co-Sale Offered
Securities not Transferred by the 



3







 




Selling
Holder during such 180-day period will again be subject to the provisions of this Section 2.1(a) upon subsequent Transfer. If
one or more Other Holders give the Selling Holder a timely Tag-Along Notice, then the Selling Holder shall use all commercially reasonable efforts to obtain the agreement of the
prospective Transferee(s) to the participation of such Other Holders in any contemplated Transfer, on the same terms and conditions as are applicable to the Co-Sale Offered Securities, and
no Selling Holder shall transfer any of its Common Stock to any prospective Transferee if such prospective Transferee(s) declines to allow the participation of such Other Holders. 


        (b)    Excluded Transfers.    The rights and restrictions contained in  Section 2.1(a) shall not apply with respect to any
Exempt Transfer or any Transfer of Common Stock in a Public Sale. 



        (c)    Excluded Securities.    No Common Shares that have been transferred by the Selling Holder or an Other Holder in
a Transfer pursuant to the provisions of Section 2.1(a) ("Excluded Securities") shall be subject
again to the restrictions set forth in Section 2.1(a), nor shall any Investor holding Excluded Securities be entitled to exercise any rights as
any Other Holder under Section 2.1(a) with respect to such Excluded
Securities, and no Excluded Securities held by a Selling Holder or any Other Holder shall be counted in determining the respective participation rights of such holders in a Transfer subject to  Section 2.1(a)
. 


        (d)    Survival.    The rights and restrictions contained in Section 2.1(a) shall survive until the third
anniversary of the consummation of the Offering, at which point such rights and restrictions shall terminate in their entirety. 


        (e)    Rule 144 Sales.    If any Investor proposes to Transfer any Common Stock in a Rule 144 Sale, such
Investor shall give written notice of such proposed Transfer to RGHI (unless RGHI or the Trust is proposing to make such Transfer) and THL (unless any THL Holder is proposing to make such Transfer) at
least five (5) business days prior to the Transfer. 




        2.2    Securities Act Compliance.    No Common Stock may be Transferred by a Stockholder (other than pursuant to an
effective registration statement under the Securities Act) unless such Stockholder first delivers to the Company an opinion of counsel, which opinion and counsel shall be reasonably satisfactory to
the Company, to the effect that such Transfer is not required to be registered under the Securities Act. 



        2.3    Transfers in Violation of Agreement.    Any Transfer or attempted Transfer of any Common Stock in violation of
any provision of this Agreement shall be void, and the Company shall not record such Transfer on its books or treat any purported transferee of such Common Stock as the owner of such Common Stock for
any purpose. 


 
 

ARTICLE III
  
    REGISTRATION RIGHTS    
    


        3.1    Demand Registrations.    



        (a)    Requests for Registration.    Subject to the provisions of this  Article III, the holders of a majority of THL
Securities that constitute Registrable Securities shall have the right from the date that is
180 days following the consummation of the first Public Offering (the "THL Demand Right") to request registration under the Securities Act of all
or any portion of the Registrable Securities held by the THL Holders and the THL Limited Partners (the "Requesting THL Holders") by delivering a written
notice to the principal business office of the Company, which notice identifies the Requesting Holders and specifies the number of Registrable Securities to be included in such registration (the
"Registration Request"). Subject to the provisions of this Article III, from and following the
initial exercise by the Requesting THL Holders of a THL Demand Right, RGHI shall have the right (the "RGHI Demand Right") to request registration 



4







 

under
the Securities Act of all or any portion of the Registrable Securities held by RGHI or the Trust by delivering a Registration Request to the principal business office of the Company. Subject to
the restrictions set forth in Section 3.1(d), the Company will give prompt written notice of any Registration Request (the
"Registration Notice") to all other holders of Registrable Securities and will thereupon use its commercially reasonable efforts to effect the
registration (a "Demand Registration") under the Securities Act on any form available to the Company of: 



        (i)    the
Registrable Securities requested to be registered by the Requesting THL Holders or RGHI, as applicable; and 


        (ii)   all
other Registrable Securities of the same type and class which the Company has received a written request to register within 30 days after the Registration
Notice is given and any securities of the Company proposed to be included in such registration by the Company for its own account. 




        (b)    Preservation of Demand Registration.    A registration undertaken by the Company at the request of the
Requesting THL Holders or RGHI, as applicable, will not count as a Demand Registration: 



        (i)    if,
pursuant to the THL Demand Right or the RGHI Demand Right, as applicable, the Requesting THL Holders or RGHI and the Trust, as applicable, fail to register and sell
at least 75% of the Registrable Securities requested to be included in such registration by them, unless such failure results from any act of, or failure to act by, any of the Requesting THL Holders,
RGHI or the Trust, as applicable (provided that if the Requesting THL Holders, or RGHI, as applicable, withdraw their Registration Request prior to the time the registration statement therefor is
declared effective and pay all expenses in connection with such Registration Request, then such Registration Request shall not count as a Demand Registration); or 


        (ii)   if
the Requesting THL Holders or RGHI, as applicable, withdraw a Registration Request upon the determination of the Board to postpone the filing or effectiveness of a
Registration Statement pursuant to Section 3.1(d). 




        (c)    Priority on Demand Registration.    If the sole or managing underwriter of a Demand Registration advises the
Company in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be
sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include
in such registration the Registrable Securities and other securities of the Company in the following priority: 



        (i)    first,
the greatest number of Registrable Securities proposed to be registered by the holders thereof, ratably among the holders of Registrable Securities based on the
respective amounts of Registrable Securities requested to be registered by each such holder; 


        (ii)   second,
after all Registrable Securities that the holders thereof propose to register have been included, securities proposed to be registered by the Company for its
own account, which in the opinion of such underwriters can be sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such
offering or the marketability thereof; and 




5













  




        (iii)  third,
after all of the securities described in clause (ii) above have been included, any other securities the Company wishes to include in such registration. 




        (d)   Restrictions on Demand Registrations.    Except as otherwise provided in this  Section 3.1(d), the Company shall be obligated to effect six
Demand Registrations pursuant to a THL Demand Right and two Demand Registrations
pursuant to a RGHI Demand Right. Any Demand Registration requested must be for a firmly underwritten public offering of Registrable Securities with an expected value of at least $25 million to
be managed by an underwriter or underwriters of recognized national standing selected by the Requesting THL Holders or RGHI, as applicable, and reasonably acceptable to the Company. If, after a
request is made, the Company has determined in good faith that the filing of a registration request would require disclosure of material information which the Company has a bona fide business purpose
for preserving as confidential relating to a pending transaction, the Company shall not be obligated to effect the registration until the earlier of (A) the date upon which such material
information is disclosed to the public or is no longer material or (B) 120 days after the Company first makes such good faith determination. If the Company shall furnish to the
Requesting THL Holders or RGHI, as applicable, a certificate signed by the Chief Executive Officer of the Company stating that in the good faith judgment of the Board, the filing of a registration
statement in connection with such Demand Registration would be seriously detrimental to the Company and its stockholders and that it is therefore essential to defer the filing of such registration
statement, the Company shall have the right to defer taking action with respect to such filing for a period of not more than one hundred eighty (180) days after receipt of the Registration
Request by the Requesting THL Holders or RGHI, as applicable; provided, however, that the Company may
not utilize this right more than once with respect to a THL Demand Right or RGHI Demand Right, as applicable. 



        (e)   Stock Splits.    In connection with any Demand Registration pursuant to this  Section 3.1, each party to this Agreement will vote, cause to be
voted, or execute written consents with respect to, all securities of the
Company over which it has the power to vote, direct the voting, or execute written consents, to effect any stock split which, in the opinion of the sole or managing underwriter, is necessary to
facilitate the effectiveness of such Demand Registration. 




        3.2    Incidental Registration.    



        (a)   Requests for Incidental Registration.    If at any time the Company proposes to register any shares of Common
Stock under the Securities Act (other than registrations on such form(s) solely for registration of Common Stock in connection with any employee benefit plan or dividend reinvestment plan or a merger
or consolidation), including, without limitation, registrations pursuant to Section 3.1(a), whether or not for sale for its own account, the
Company will give written notice to each holder of Registrable Securities at least 30 days prior to the initial filing of such Registration Statement with the SEC of its intent to file such
registration statement and of such holder's rights under this Section 3.2. Upon the written request of any holder of Registrable Securities made
within 20 days after any such notice is given (which request shall specify the Registrable Securities intended to be disposed of by such holder), the Company will use its commercially
reasonable efforts to effect the registration (an "Incidental Registration") under the Securities Act of all Registrable Securities which the Company,
as the case may be, has been so requested to register by the holders thereof; provided, however, that if, at any time after giving written notice of its
intention to register any securities and prior to the effective date of the Registration Statement filed in connection with such Incidental Registration, the Company shall determine for any reason not
to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each holder of Registrable Securities and, thereupon,
(a) in the case of a determination not to register, the Company shall be relieved of its obligation to register any Registrable Securities under this  Section 3.2 in connection with such
registration (but not from its obligation to pay the expenses incurred in connection 



6







 

therewith)
and (b) in the case of a determination to delay registration, the Company shall be permitted to delay registering any Registrable Securities under this  Section 3.2 during the period that the
registration of such other securities is delayed. 


        (b)   Priority on Incidental Registration.    If the sole or managing underwriter of a registration advises the
Company in writing that in its opinion the number of Registrable Securities and other securities requested to be included exceeds the number of Registrable Securities and other securities which can be
sold in such offering without adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, the Company will include
in such registration the Registrable Securities and other securities requested to be included in such registration in the following order of priority: 



        (i)    first,
the greatest number of securities of the Company proposed to be included in such registration by the Company for its own account that have priority over the
incidental registration rights granted to holders of Registrable Securities under this Agreement, which in the opinion of such underwriters can be so sold; and 


        (ii)   second,
after all securities that the Company proposes to register for its own account that have priority over the incidental registration rights under this Agreement
have been included, the greatest amount of Registrable Securities requested to be registered by the holders thereof which in the opinion of such underwriters can be sold in such offering without
adversely affecting the distribution of the securities being offered, the price that will be paid in such offering or the marketability thereof, ratably among the holders of Registrable Securities
based on the respective amounts of Registrable Securities requested to be registered by each such holder. 




        (c)   Upon
delivering a request under this Section 3.2, a Stockholder (excluding THL Holders and THL Limited Partners
and RGHI and its Affiliates) will, if requested by the Company, execute and deliver a custody agreement and power of attorney in form and substance reasonably satisfactory to the Company and one of
the THL Directors with respect to such Stockholder's Common Stock to be registered pursuant to this Section 3.2 (a
"Custody Agreement and Power of Attorney"). The Custody Agreement and Power of Attorney will provide, among other things, that the Stockholder will
deliver to and deposit in custody with the custodian and attorney-in-fact named therein (who shall be reasonably satisfactory to one of the THL Directors) a certificate or
certificates representing such Common Stock (duly endorsed in blank by the registered owner or owners thereof or accompanied by duly executed stock powers in blank) and irrevocably appoint said
custodian and attorney-in-fact with full power and authority to act under the Custody Agreement and Power of Attorney on such Stockholder's behalf with respect to the matters
specified therein. Such Stockholder also agrees to execute such other agreements as the Company may reasonably request to further evidence the provisions of this  Section 3.2. 




        3.3    Holdback Agreements.    



        (a)   Each
holder of Registrable Securities agrees that if requested in connection with an underwritten offering made pursuant to a Registration Statement for which such
Stockholder has registration rights pursuant to this Article III by the managing underwriter or underwriters of such underwritten offering, such
holder will not effect any Public Sale or distribution of any of the securities being registered or any securities convertible or exchangeable or exercisable for such securities (except as part of
such underwritten offering), during the period beginning 10 days prior to, and ending 180 days after, the closing date of each underwritten offering made pursuant to such Registration
Statement (or for such shorter period as to which the managing underwriter or underwriters may agree, provided that such shorter period applies equally to all holders of Registrable Securities). 



7







 

        (b)   The
Company agrees (i) not to effect any public sale or distribution of its equity securities, or any securities convertible into or exchangeable or exercisable
for such securities, during the 7 days prior to and during the 180-day period beginning on the effective date of any underwritten Demand Registration (or for such shorter period as
to which the managing underwriter or underwriters may agree), except as part of such Demand Registration or in connection with any employee benefit or similar plan, any dividend reinvestment plan, or
a business acquisition or combination and (ii) to use all reasonable efforts to cause each holder of at least 1% (on a fully-diluted basis) of its equity securities, or any securities
convertible into or exchangeable or exercisable for such securities, which are or may be purchased from the Company at any time after the date of this Agreement (other than in a registered offering)
to agree not to effect any sale or distribution of any such securities during such period (except as part of such underwritten offering, if otherwise permitted). 




        3.4    Registration Procedures.    In connection with the registration of any Registrable Securities, the Company
shall effect such registrations to permit the sale of such Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall as
expeditiously as possible: 



        (a)   Prepare
and file with the SEC a Registration Statement or Registration Statements on a form available for the sale of the Registrable Securities by the holders thereof
in accordance with the intended method of distribution thereof, and use its commercially reasonable efforts to cause each such Registration Statement to become effective; 


        (b)   Prepare
and file with the SEC such amendments and post-effective amendments to each Registration Statement as may be necessary to keep such Registration
Statement continuously effective for a period ending on the earlier of (i) 90 days from the effective date and (ii) such time as all of such securities have been disposed of in
accordance with the intended method of disposition thereof; cause the related prospectus to be supplemented by any required prospectus supplement, and as so supplemented to be filed pursuant to
Rule 424 (or any similar provisions then in force) under the Securities Act; and comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC
promulgated thereunder applicable to it with respect to the disposition of all securities covered by such Registration Statement as so amended or in such prospectus as so supplemented. 


        (c)   Notify
the selling holders of Registrable Securities promptly (but in any event within 2 business days), and confirm such notice in writing, (i) when a prospectus
or any prospectus supplement or post-effective amendment has been filed, and, with respect to a Registration Statement or any post-effective amendment, when the same has become
effective, (ii) of the issuance by the SEC of any stop order suspending the effectiveness of a Registration Statement or of any order preventing or suspending the use of any preliminary
prospectus, (iii) if at any time when a prospectus is required by the Securities Act to be delivered in connection with sales of Registrable Securities the Company becomes aware that the
representations and warranties of the Company contained in any agreement (including, without limitation, any underwriting agreement) contemplated by  Section 3.4(h) below cease to be true and
correct in all material respects, (iv) of the receipt by the Company of any notification with
respect to the suspension of the qualification or exemption from qualification of a Registration Statement or any of the Registrable Securities for offer or sale in any jurisdiction, (v) if the
Company becomes aware of the happening of any event that makes any statement made in such Registration Statement or related prospectus or any document incorporated or deemed to be incorporated therein
by reference untrue in any material respect or that requires the making of any changes in such Registration Statement, prospectus or documents so that, in the case of such Registration Statement, it
will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that in the
case of the prospectus, it 



8







 




will
not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances
under which they were made, not misleading. 


        (d)   Use
its commercially reasonable efforts to prevent the issuance of any order suspending the effectiveness of a Registration Statement or of any order preventing or
suspending the use of a prospectus or suspending the qualification (or exemption from qualification) of any of the Registrable Securities for sale in any jurisdiction, and, if any such order is
issued, to obtain the withdrawal of any such order at the earliest possible moment. 


        (e)   Deliver
to each selling holder of Registrable Securities and the underwriters, if any, without charge, as many copies of the prospectus or prospectuses (including each
form of prospectus) and each amendment or supplement thereto as such Persons may reasonably request; and the Company hereby consents to the use of such prospectus and each amendment or supplement
thereto by each of the selling holders of Registrable Securities and the underwriters or agents, if any, in connection with the offering and sale of the Registrable Securities covered by such
prospectus and any amendment or supplement thereto. 


        (f)    Prior
to any public offering of Registrable Securities, to use its commercially reasonable efforts to register or qualify, and cooperate with the selling holders of
Registrable Securities, the underwriters, if any, the sales agents and their respective counsel in connection with the registration or qualification (or exemption from such registration or
qualification) of such Registrable Securities for offer and sale under the securities or "blue sky" laws of such jurisdictions within the United States as any selling holder or the managing
underwriters reasonably request in writing; provided, however, that the Company will not be required to (i) qualify generally to do business in any jurisdiction where it is not then so
qualified or (ii) take any action that would subject it to general service of process in any such jurisdiction where it is not then so subject. 


        (g)   Upon
the occurrence of any event contemplated by Section 3.4(c)(v) above, as promptly as practicable prepare a
supplement or post-effective amendment to the Registration Statement or a supplement to the related prospectus or any document incorporated or deemed to be incorporated therein by
reference, or file any other required document so that, as thereafter delivered to the purchasers of the Registrable Securities being sold thereunder, such prospectus will not contain an untrue
statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not
misleading. 


        (h)   Enter
into an underwriting agreement in form, scope and substance as is customary in underwritten offerings and take all such other actions as are reasonably requested
by the managing or sole underwriter in order to expedite or facilitate the registration or the disposition of such Registrable Securities, and in such connection, (i) make such representations
and warranties to the underwriters, with respect to the business of the Company and its subsidiaries, and the Registration Statement, prospectus and documents, if any, incorporated or deemed to be
incorporated by reference therein, in each case, in form, substance and scope as are customarily made by issuers to underwriters in underwritten offerings, and confirm the same if and when requested,
(ii) obtain opinions of counsel to the Company and updates thereof (which counsel and opinions (in form, scope and substance) shall be reasonably satisfactory to the managing underwriters),
addressed to the underwriters covering the matters customarily covered in opinions requested in underwritten offerings and such other matters as may be reasonably requested by underwriters,
(iii) obtain "cold comfort" letters and updates thereof from the independent certified public accountants of the Company (and, if necessary, any other independent certified public accountants
of any Subsidiary of the Company or of any business acquired by the Company for 



9







 




which
financial statements and financial data are, or are required to be, included in the Registration Statement), addressed to each of the underwriters, such letters to be in customary form and
covering matters of the type customarily covered in "cold comfort" letters in connection with underwritten offerings and (iv) if an underwriting agreement is entered into, the same shall
contain indemnification provisions and procedures no less favorable to the holders of Registrable Securities than those set forth in Section 3.6
hereof (or such other provisions and procedures acceptable to holders of a majority of the Registrable Securities covered by such Registration Statement and the managing underwriters or agents) with
respect to all parties to be indemnified pursuant to said Section. The above shall be done at each closing under such underwriting agreement, or as and to the extent required thereunder. 


        (i)    Comply
with all applicable rules and regulations of the SEC and make generally available to its Stockholders earnings statements satisfying the provisions of
Section 11(a) of the Securities Act and Rule 158 thereunder (or any similar rule promulgated under the Securities Act) no later than 45 days after the end of any
12-month period (or 90 days after the end of any 12-month period if such period is a fiscal year) (i) commencing at the end of any fiscal quarter in which
Registrable Securities are sold to underwriters in a firm commitment or best efforts underwritten offering and (ii) if not sold to underwriters in such an offering, commencing on the first day
of the first fiscal quarter of the Company after the effectiveness of a Registration Statement, which statements shall cover said 12-month periods. 


        (j)    (i) Use
its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statement to be listed on the principal
securities exchange on which Common Stock is then listed (if any), if the listing of such Registrable Securities is then permitted under the rules of such exchange, or (ii) if no Common Stock
is then so listed, use its commercially reasonable efforts to, either (as the Company may elect) (x) cause all such Registrable Securities to be listed on a national securities exchange or
(y) secure designation of all such Registrable Securities as a NASDAQ "national market system security" within the meaning of Rule 11Aa2-1 or, failing that, to secure NASDAQ
authorization for such shares and, without limiting the generality of the foregoing, to arrange for at least two market makers to register as such with respect to such shares with the National
Association of Securities Dealers, Inc. ("NASD"). 




        The
Company may require each holder of Registrable Securities as to which any registration is being effected to furnish to the Company such information regarding such holder and the
distribution of such Registrable Securities as the Company may, from time to time, reasonably request in writing; provided that such information shall be used only in connection with such
registration. The Company may exclude from such registration the Registrable Securities of any holder who unreasonably fails to furnish such information promptly after receiving such request. Each
holder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3.4(c)(ii),  3.4(c)(iv)
or 3.4(c)(v), such holder will forthwith discontinue disposition of such Registrable
Securities covered by such Registration Statement or prospectus until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by this  Section 3.4, or until it is
advised in writing by the Company that the use of the applicable prospectus may be resumed, and has received copies
of any amendments or supplements thereto. 


        3.5    Registration Expenses.    Subject to Section 3.1(b)(i),
all fees and expenses incident to the performance of or compliance with this Agreement by the Company shall be borne by the Company, whether or not any Registration Statement is filed or becomes
effective, including, without limitation, (i) all registration and filing fees (including, without limitation, (A) fees with respect to filings required to be made with the NASD in
connection with an underwritten offering and (B) fees and expenses of compliance with state securities or "blue sky" laws), (ii) reasonable messenger, telephone and delivery expenses,
(iii) fees and disbursements of counsel for the Company, (iv) fees and disbursements of all 


10







 



independent
certified public accountants referred to in Section 3.4(h), (v) underwriters' fees and expenses (excluding discounts,
commissions, or fees of underwriters, selling brokers, dealer directors or similar securities industry professionals relating to the distribution of the Registrable Securities), (vi) Securities
Act liability insurance, if the Company so desires such insurance, (vii) internal expenses of the Company, (viii) the expense of any annual audit, (ix) the fees and expenses
incurred in connection with the listing of the securities to be registered on any securities exchange, and (x) the fees and expenses of any Person, including without limitation special experts,
retained by the Company. In connection with any Demand Registration or Incidental Registration hereunder, the Company shall reimburse the holders of the Registrable Securities being registered in such
registration for the reasonable fees and disbursements of not more than one counsel (together with appropriate local counsel) chosen by the Requesting Holders, and other reasonable
out-of-pocket expenses of the holders of Registrable Securities incurred in connection with the registration of the Registrable Securities. 



        3.6    Indemnification; Contribution.    



        (a)   Indemnification by the Company.    The Company shall, without limitation as to time, indemnify and hold
harmless, to the full extent permitted by law, each holder of Registrable Securities, the officers, directors, agents and employees of each of them, each Person who controls each such holder (within
the meaning of Section 15 of the Securities Act or Section 20 of the Exchange Act), the officers, directors, agents and employees of each such controlling person and any financial or
investment adviser
(each, an "Indemnified Party"), to the fullest extent lawful, from and against any and all losses, claims, damages, liabilities, actions or proceedings
(whether commenced or threatened), reasonable costs (including, without limitation, reasonable costs of preparation and reasonable attorneys' fees) and reasonable expenses (including, without
limitation, reasonable expenses of investigation) (collectively, "Losses"), as incurred, arising out of or based upon (i) any untrue or alleged
untrue statement of a material fact contained in any Registration Statement, prospectus or form of prospectus or in any amendment or supplements thereto or in any preliminary prospectus, or arising
out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except to the extent that the same
arise out of or are based upon information furnished in writing to the Company by such Indemnified Party or the related holder of Registrable Securities expressly for use therein or (ii) any
violation by the Company of any federal, state or common law rule or regulation applicable to the Company and relating to action required of or inaction by the Company in connection with any such
registration; provided, however, that the Company shall not be liable to any Person who participates as an underwriter in the offering or sale of
Registrable Securities or any other Person, if any, who controls such underwriters within the meaning of the Securities Act to the extent that any such Losses arise out of or are based upon an untrue
statement or alleged untrue statement or omission or alleged omission made in any preliminary prospectus if (i) such Person failed to send or deliver a copy of the prospectus with or prior to
the delivery of written confirmation of the sale by such Person to the Person asserting the claim from which such Losses arise, (ii) the prospectus would have corrected such untrue statement or
alleged untrue statement or such omission or alleged omission, and (iii) the Company has complied with its obligations under  Section 3.4(c). Each indemnity and reimbursement of costs and
expenses shall remain in full force and effect regardless of any investigation made
by or on behalf of such Indemnified Party. 



11









  




        (b)   Indemnification by Holders.    In connection with any Registration Statement in which a holder of Registrable
Securities is participating, such holder, or an authorized officer of such holder, shall furnish to the Company in writing such information as the Company reasonably requests for use in connection
with any Registration Statement or prospectus and agrees, severally and not jointly, to indemnify, to the full extent permitted by law, the Company, its directors, officers, agents and employees, each
Person who controls the Company (within the meaning of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the directors, officers, agents or employees of such
controlling persons, from and against all Losses arising out of or based upon any untrue or alleged untrue statement of a material fact contained in any Registration Statement, prospectus, or form of
prospectus, or arising out of or based upon any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, to the extent,
but only to the extent, that such untrue or alleged untrue statement is contained in, or such omission or alleged omission is required to be contained in, any information so furnished in writing by
such holder to the Company expressly for use in such Registration Statement or prospectus and that such statement or omission was relied upon by the Company in preparation of such Registration
Statement, prospectus or form of prospectus; provided, however, that such holder of Registrable Securities shall not be liable in any such case to the
extent that the holder has furnished in writing to the Company within a reasonable period of time prior to the filing of any such Registration Statement or prospectus or amendment or supplement
thereto information expressly for use in such Registration Statement or prospectus or any amendment or supplement thereto which corrected or made not misleading, information previously furnished to
the Company, and the Company failed to include such information therein. 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 (net of payment of all expenses) received by such holder upon the sale of the Registrable Securities giving rise to such indemnification obligation. Such indemnity shall remain
in full force and effect regardless of any investigation made by or on behalf of such Indemnified Party. 


        (c)   Conduct of Indemnification Proceedings.    Any Indemnified Party entitled to indemnification herein shall give
prompt notice to the party or parties from which such indemnity is sought (the "Indemnifying Parties") of the commencement of any action, suit,
proceeding or investigation or written threat thereof (a "Proceeding") with respect to which such Indemnified Party seeks indemnification or
contribution pursuant hereto; provided, however, that the failure to so notify the Indemnifying Parties shall not relieve the Indemnifying Parties from
any obligation or liability except to the extent that the Indemnifying Parties have been prejudiced by such failure. The Indemnifying Parties shall have the right, exercisable by giving written notice
to an Indemnified Party promptly after the receipt of written notice from such Indemnified Party of such Proceeding, to assume, at the Indemnifying Parties' expense, the defense of any such
Proceeding, with counsel reasonably satisfactory to such Indemnified Party; provided, however, that an Indemnified Party or Parties (if more than one
such Indemnified Party is named in any Proceeding) shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof, but the fees and expenses of such
counsel shall be at the expense of such Indemnified Party or Parties unless: (i) the Indemnifying Parties agree to pay such fees and expenses; (ii) the Indemnifying Parties fail promptly
to assume the defense of such Proceeding or fail to employ counsel reasonably satisfactory to such Indemnified Party or Parties; or (iii) the named parties to any such Proceeding (including any
impleaded parties) include both such Indemnified Party or Parties and the Indemnifying Parties or an Affiliate of the Indemnifying Parties or such Indemnified Parties, and there may be one or more
defenses available to such Indemnified Party or Parties that are different from or additional to those available to the Indemnifying Parties, in which case, if such Indemnified Party or Parties
notifies the Indemnifying Parties in writing that it elects to employ separate counsel at the expense of the Indemnifying 



12







 




Parties,
the Indemnifying Parties shall not have the right to assume the defense thereof and such counsel shall be at the expense of the Indemnifying Parties, it being understood, however, that,
unless there exists a conflict among Indemnified Parties, the Indemnifying Parties shall not, in connection with any one such Proceeding or separate but substantially similar or related Proceedings in
the same jurisdiction, arising out of the same general allegations or circumstances, be liable for the fees and expenses of more than one separate firm of attorneys (together with appropriate local
counsel) at any time for such Indemnified Party or Parties. Whether or not such defense is assumed by the Indemnifying Parties, such Indemnifying Parties or Indemnified Party or Parties will not be
subject to any liability for any settlement made without its or their consent (but such consent will not be unreasonably withheld). The Indemnifying Parties shall not consent to entry of any judgment
or enter into any settlement which (i) provides for other than monetary damages without the consent of the Indemnified Party or Parties (which consent shall not be unreasonably withheld or
delayed) or (ii) does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party or Parties of a release, in form and substance satisfactory
to the Indemnified Party or Parties, from all liability in respect of such Proceeding for which such Indemnified Party would be entitled to indemnification hereunder. 


        (d)   Contribution.    If the indemnification provided for in this  Section 3.6 is unavailable to an Indemnified Party or is insufficient to hold such
Indemnified Party harmless for any Losses in respect of which
this Section 3.6 would otherwise apply by its terms, then each applicable Indemnifying Party, in lieu of indemnifying such Indemnified Party,
shall have a joint and several obligation to contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate to reflect the relative
fault of the Indemnifying Party, on the one hand, and such Indemnified Party, on the other hand, in connection with the actions, statements or omissions that resulted in such Losses as well as any
other relevant equitable considerations. The relative fault of such
Indemnifying Party, on the one hand, and Indemnified Party, on the other hand, shall be determined by reference to, among other things, whether any action in question, including, without limitation,
any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been taken by, or relates to information supplied by, such Indemnifying Party or
Indemnified Party, and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent any such action, statement or omission. 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 party in connection with any Proceeding, to the extent such party would have been
indemnified for such expenses if the indemnification provided for in Section 3.6(a) or 3.6(b) was
available to such party. The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 3.6(d) were
determined by pro-rata allocation or by any other method of allocation that does not take account of the equitable considerations referred to in this  Section 3.6(d). Notwithstanding the provisions
of this Section 3.6(d), an Indemnifying
Party that is a selling holder of Registrable Securities shall not be required to contribute any amount in excess of the amount by which the net proceeds received by such Indemnifying Party exceeds
the amount of any damages that such Indemnifying Party has otherwise been required to pay by reasons of such untrue or alleged untrue statement or omission or alleged 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
misrepresentation. 




        3.7    Rule 144.    At all times after the Company or any successor entity effects its first Public Offering,
the Company shall file the reports required to be filed by it under the Securities Act and the Exchange Act and the rules and regulations promulgated thereunder, and will take such further action as
any holder of Registrable Securities may reasonably request, all to the extent required from time to time to enable such holder to sell Registrable Securities without registration under the Securities
Act within the limitation of the exemptions provided by Rule 144. Upon the request of any holder of 


13







 

Registrable
Securities, the Company shall deliver to such holder a written statement as to whether it has complied with such requirements. 



        3.8    Underwritten Registrations.    No holder of Registrable Securities may participate in any underwritten
registration hereunder unless such holder (a) agrees to sell such holder's Registrable Securities on the basis provided in any underwriting arrangements approved by the Persons entitled
hereunder to approve such arrangements and (b) completes and executes all questionnaires, powers of attorney, indemnities, underwriting agreements and other documents required under the terms
of such underwriting arrangements. 


        3.9    No Inconsistent Agreements.    The Company has not and will not, enter into any agreement with respect to the
Company's securities that is inconsistent with the rights granted to the holders of Registrable Securities in this Article III or otherwise
conflicts with the provisions hereof. 


 
 

ARTICLE IV
  
    AMENDMENT AND TERMINATION    
    


        4.1    Amendment and Waiver.    Except as otherwise provided herein, no modification, amendment or waiver of any
provision of this Agreement shall be effective against the Company or the Stockholders unless such modification, amendment or waiver is approved in writing by each of the Company, the THL Holders
holding a majority of the Common Shares held by all THL Holders, and RGHI. The failure of any party to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such
provisions and shall not affect the right of such party thereafter to enforce each and every provision of this Agreement in accordance with its terms. 


        4.2    Termination of Agreement.    This Agreement will terminate in respect of all Stockholders (a) with the
written consent of the Company, the THL Holders holding a majority of the Common Shares held by all THL Holders, and RGHI or (b) upon the dissolution, liquidation or winding-up of
the Company. The termination of this Agreement will not affect any indemnification or contribution obligations under Section 3.6, which shall
survive such termination. 


        4.3    Termination as to a Party.    Any Person who ceases to hold any Common Stock shall cease to be a Stockholder
and shall have no further rights or obligations under this Agreement (except with respect to any indemnification and contribution rights or obligations under  Section 3.6, which shall survive).



 
 

ARTICLE V
  
    MISCELLANEOUS    
    


        5.1    Certain Defined Terms.    As used in this Agreement, the following terms shall have the meanings set forth or
as referenced below: 


        "Affiliate" of any particular Person means any other Person Controlling, Controlled by or under common Control with such particular Person
or, in the case of a natural Person, any other member of such Person's Family Group. 


        "Agreement" has the meaning given to such term in the preamble hereto. 


        "Bennett" means Phillip R. Bennett. 


        "Blocker(s)" has the meaning given such term in the recitals hereto. 


        "Board" means the Board of Directors of the Company. 


        "Bylaws" means the Amended and Restated Bylaws of the Company. 


14







 



        "Certificate of Incorporation" means the Amended and Restated Certificate of Incorporation of the Company. 


        "Common Shares" means the shares of Common Stock of the Company. 


        "Common Stock" means the common stock, par value $0.001 per share, of the Company. 


        "Company" has the meaning given to such term in the preamble. 


        "Contribution Agreement" has the meaning given such term in the recitals hereto. 


        "Control" (including, with correlative meaning, all conjugations thereof) means with respect to any Person, the ability of another Person
to control or direct the actions or policies of such first Person, whether by ownership of voting securities, by contract or otherwise. 


        "Controlled Company" means a "controlled company" as defined from time to time under the corporate governance standards of the NYSE. 



        "Co-Sale Offered Securities" has the meaning given such term in  Section 2.1(a). 


        "Custody Agreement and Power of Attorney" has the meaning given to such term in  Section 3.2(c). 


        "Demand Registration" has the meaning given to such term in Section 3.1(a). 



        "Exchange Act" means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the SEC promulgated thereunder. 


        "Excluded Securities" has the meaning set forth in Section 2.1(c). 


        "Exempt Transfer" means a Transfer of Securities (a) pursuant to an exercise of tag-along rights as an Other Holder
under Section 2.1, (b) upon the death of the holder pursuant to the applicable laws of descent and distribution, (c) solely to or
among such Person's Family Group (so long as the individual effecting such Transfer maintains control over the voting and disposition of such Common Stock), (d) incidental to the exercise,
conversion or exchange of such securities in accordance with their terms, any combination of shares (including, without limitation, any reverse stock split) or any recapitalization, reorganization or
reclassification of, or any merger or consolidation involving, the Company or Refco Group, (e) to or among the partners or members of THL and the partners (including, without limitation, any
Limited Partner or Affiliate of any Limited Partner), securityholders and employees of such partners, (f) by New York State Retirement Co-Investment Fund L.P. to New York State
Common Retirement Fund (provided that THL maintains voting control over such Common Stock) or (g) to an Affiliate of the holder effecting such Transfer (provided, that the Affiliate to which
such Transfer is made at all times thereafter during the term of this Agreement remains an Affiliate of the holder effecting such Transfer). 


        "Family Group" means, with respect to any individual, such individual's spouse, parents, siblings and descendants (whether natural or
adopted) and any trust, partnership, limited liability company or similar vehicle established and maintained solely for the benefit of (or the sole members or partners of which are) such individual,
such individual's spouse and/or such individual's parents, siblings and descendants. 


        "Incidental Registration" has the meaning given such term in Section 3.2(a). 



        "Indemnified Party" has the meaning given such term in Section 3.6(a). 


        "Indemnifying Party" shall have the meaning given such term in Section 3.6(c). 


        "Independent Directors" has the meaning given such term in Section 1.1(a)(iii). 



        "Investors" has the meaning given to such term in the preamble. 


15







 



        "Limited Partner" means a direct or indirect limited partner of THL. 


        "Losses" has the meaning given such term in Section 3.6(a). 



        "Management Stockholders" has the meaning given such term in the preamble, hereto. 


        "NASD" has the meaning given such term in Section 3.4(j). 


        "NASDAQ" means the National Association of Securities Dealers Automated Quotation System. 


        "NYSE" means The New York Stock Exchange. 


        "Offering" has the meaning given such term in the recitals. 


        "Original Agreement" has the meaning given such term in the recitals. 


        "Other Holder" has the meaning given such term in Section 2.1(a). 


        "Person" means an individual, a partnership, a joint venture, a corporation, an association, a joint stock company, a limited liability
company, a trust, an unincorporated organization or a government or any department or agency or political subdivision thereof. 


        "Proceeding" has the meaning given such term in Section 3.6(c). 


        "Pro Rata Amount" or "Pro Rata" means, with respect to any Investor, the quotient obtained
by dividing (i) the number of Common Shares held by such Investor by (ii) the aggregate number of Common Shares held by all Investors. 



        "Public Offering" means a sale of Common Stock to the public in an offering pursuant to an effective registration statement filed with the
SEC pursuant to the Securities Act, as then in effect, provided that a Public Offering shall not include an offering made in connection with a business acquisition or combination or an employee
benefit plan. 


        "Public Sale" means a sale of Common Stock pursuant to a Public Offering or a Rule 144 Sale or its equivalent. 


        "Refco" has the meaning given such term in the preamble. 


        "Refco Group" has the meaning given such term in the preamble. 


        "Registrable Securities" means any Common Stock held by a Stockholder that are of the same type and class as the THL Securities. As to any
particular Registrable Securities, such securities will cease to be Registrable Securities when they have been (i) Transferred in a Public Sale, (ii) unless THL otherwise elects, have
been distributed to Limited Partners or (iii) otherwise Transferred and new certificates not bearing the legend set forth in  Section 4.2(b) hereof 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 such state securities or blue sky laws then in force. For purposes of this Agreement, a Person will be deemed to be a holder of Registrable
Securities whenever such Person has the right to acquire such Registrable Securities (upon conversion or exercise in connection with a
Transfer of securities or otherwise, but disregarding any restrictions or limitations upon the exercise of such right), whether or not such acquisition has actually been affected. 



        "Registration Expenses" means all amounts payable by the Company pursuant to  Section 3.5. 


        "Registration Notice" has the meaning given such term in Section 3.1(a). 


        "Registration Request" has the meaning given such term in Section 3.1(a). 



        "Registration Statement" means any registration statement of the Company under which any of the Registrable Securities are included
therein pursuant to the provisions of this Agreement, including the prospectus, amendments and supplements to such registration statement, including post-effective 


16







 



amendments,
all exhibits, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement. 



        "Reorganization" has the meaning given such term in the recitals hereto. 


        "Requesting THL Holder(s)" has the meaning given such term in Section 3.1(a). 


        "RGHI" has the meaning given such term in the preamble, hereto. 


        "RGHI Demand Right" has the meaning given such term in Section 3.1(a). 



        "RGHI Directors" has the meaning given such term in Section 1.1(a)(i). 


        "Rule 144" means Rule 144 adopted under the Securities Act (or any successor rule or regulation). 


        "Rule 144 Sale" means a sale of Common Stock to the public through a broker, dealer or market-maker pursuant to the provisions of
Rule 144 (other than Rule 144(k) prior to a Public Offering) adopted under the Securities Act (or any successor rule or regulation). 



        "Sale Notice" has the meaning given such term in Section 2.1(a). 


        "SEC" means the Securities and Exchange Commission. 


        "Securities Act" means the Securities Act of 1933, as amended from time to time. 


        "Selling Holder" has the meaning given such term in Section 2.1(a). 



        "Stockholder(s)" has the meaning given such term in the preamble. 


        "Subsidiary" means any corporation with respect to which another specified corporation has the power to vote or direct the voting of
sufficient securities to elect directors having a majority of the voting power of the board of directors of such corporation. 


        "Tag-Along Notice" has the meaning given such term in Section 2.1(a). 



        "THL" has the meaning given such term in the preamble. 


        "THL Demand Right" has the meaning given such term in Section 3.1(a). 


        "THL Directors" has the meaning given such term in Section 1.1(a)(ii). 


        "THL Limited Partner" has the meaning given such term in the preamble. 


        "THL Holder" has the meaning given such term in the preamble hereto. 


        "THL Refco Partnership" has the meaning given such term in the recitals hereto. 


        "THL Securities" means Common Shares held by THL as of the date on which the Offering is consummated. 


        "Transfer" means (in either the noun or the verb form, including with respect to the verb form, all conjugations thereof within their
correlative meanings) with respect to any security, the gift, sale, assignment, transfer, pledge, hypothecation or other disposition (whether for or without consideration, whether directly or
indirectly, and whether voluntary, involuntary or by operation of law) of such security or any interest therein. 


        "Transferee" means any Person to whom a Stockholder shall Transfer Common Shares. 


        "Trust" has the meaning given such term in the preamble hereto. 


        5.2    Legends.    



        (a)   Stockholders Agreement.    Each certificate or instrument evidencing Common Shares and each certificate or
instrument issued in exchange for or upon the Transfer of any such Common 



17







 

Shares
(if such securities remain subject to this Agreement after such Transfer) shall be stamped or otherwise imprinted with a legend (as appropriately completed under the circumstances) in
substantially the following form: 



"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE CONSTITUTE SECURITIES UNDER A CERTAIN AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (THE "STOCKHOLDERS AGREEMENT") DATED AS OF
[            ], 2005 AMONG THE ISSUER OF SUCH SECURITIES (THE "COMPANY") AND CERTAIN OF THE COMPANY'S STOCKHOLDERS, AS SUCH MAY BE AMENDED FROM TIME TO TIME AND, AS SUCH,
ARE SUBJECT TO CERTAIN VOTING PROVISIONS, PURCHASE RIGHTS AND RESTRICTIONS ON TRANSFER SET FORTH IN THE STOCKHOLDERS AGREEMENT. A COPY OF SUCH STOCKHOLDERS AGREEMENT WILL BE FURNISHED WITHOUT CHARGE
BY THE COMPANY TO THE HOLDER HEREOF UPON WRITTEN REQUEST." 




        (b)   Restricted Securities.    Each instrument or certificate evidencing Common Shares and each instrument or
certificate issued in exchange or upon the Transfer of any Common Shares shall be stamped or otherwise imprinted with a legend substantially in the following form: 



"THIS
SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND MAY NOT BE OFFERED OR SOLD UNLESS IT HAS BEEN REGISTERED UNDER THE SECURITIES ACT OR
UNLESS AN EXEMPTION FROM REGISTRATION IS AVAILABLE (AND, IN SUCH CASE, AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE COMPANY SHALL HAVE BEEN DELIVERED TO THE COMPANY TO THE EFFECT THAT SUCH
OFFER OR SALE IS NOT REQUIRED TO BE REGISTERED UNDER THE SECURITIES ACT)." 




        (c)   Removal of Legends.    Whenever in the opinion of the Company and counsel reasonably satisfactory to the
Company (which opinion shall be delivered to the Company in writing) the restrictions described in any legend set forth above cease to be applicable to any Common Shares, the holder thereof shall be
entitled to receive from the Company, without expense to the holder, a new instrument or certificate not bearing a legend stating such restriction. 




        5.3    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to
be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction,
such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if
such invalid, illegal or unenforceable provision had never been contained herein. 



        5.4    Entire Agreement.    Except as otherwise expressly set forth herein, this document embodies the complete
agreement and understanding among the parties hereto with respect to the subject matter hereof and supersedes and preempts any prior understandings, agreements or representations by or among the
parties, written or oral, which may have related to the subject matter hereof in any way. 


        5.5    Assignment; Third Party Beneficiaries.    Except as otherwise provided herein, this Agreement shall bind and
inure to the benefit of and be enforceable by the parties hereto. Nothing in this Agreement shall create or be deemed to create any third party beneficiary rights in any Person not a party to this
Agreement except as expressly contemplated by this Agreement. 


18









   
        5.6    Counterparts.    This Agreement may be executed in separate counterparts (including by means of telecopied
signature pages) each of which shall be an original and all of which taken together shall constitute one and the same agreement. 



        5.7    Remedies.    The Company and the Stockholders shall be entitled to enforce their rights under this Agreement
specifically, to recover damages by reason of any breach of any provision of this Agreement (including, without limitation, costs of enforcement) and to exercise all other rights existing in their
favor. The parties hereto agree and acknowledge that money damages may not be an adequate remedy for any breach of the provisions of this Agreement and that the Company or any Stockholder may in its
or his sole discretion apply to any court of law or equity of competent jurisdiction for specific performance or injunctive relief (without posting a bond or other security) in order to enforce or
prevent any violation of the provisions of this Agreement. 



        5.8    Notices.    Any notice provided for in this Agreement shall be in writing and shall be either personally
delivered, or mailed first class mail (postage prepaid) or sent by reputable overnight courier service (charges prepaid) to the Company at the address set forth below and to any other recipient at the
address indicated on the Company's records, or at such address or to the attention of such other person as the recipient party has specified by prior written notice to the sending party;  provided,
however, that any notice to be given to THL shall be deemed delivered if such notice is
delivered to Thomas H. Lee Partners, L.P. at the address indicated below (with a copy to Weil, Gotshal & Manges LLP at the address indicated below). Notices will be deemed to have been given
hereunder when sent by facsimile (receipt confirmed), when delivered personally, 5 days after deposit in the U.S. mail and one day after deposit with a reputable overnight courier service. The
Company's address is: 



	Refco Inc.

One World Financial Center

200 Liberty Street

New York City, NY 10281
	Attention:	 	Chief Executive Officer
	Facsimile:	 	(212) 693-7686
	
with copies to:
	

Thomas H. Lee Partners, L.P.

100 Federal Street

Boston, MA 02110
	Attention:	 	Scott A. Schoen

Scott Jaeckel

George Taylor
	Facsimile:	 	(617) 227-3514
	
and
	

Weil, Gotshal & Manges LLP

100 Federal Street

Boston, MA 02110
	Attention:	 	James Westra, Esq.
	Facsimile:	 	(617) 772-8333






        5.9    Governing Law.    All questions concerning the construction, validity and interpretation of this Agreement
shall be governed by and construed in accordance with the domestic laws of the State of Delaware applicable to contracts made and to be performed in the State of Delaware. The parties hereto hereby
irrevocably and unconditionally submit to the exclusive jurisdiction of any State or Federal court sitting in Wilmington, Delaware over any suit, action or proceeding arising out of or 


19







 



relating
to this Agreement. The parties hereby agree that service of any process, summons, notice or document by U.S. registered mail addressed to any such party shall be effective service of process
for any action, suit or proceeding brought against a party in any such court. The parties hereto hereby irrevocably and unconditionally waive any objection to the laying of venue of any such suit,
action or proceeding brought in any such court and any claim that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum. The parties hereto agree that
a final judgment in any such suit, action or proceeding brought in any such court shall be conclusive and binding upon any party and may be enforced in any other courts to whose jurisdiction any party
is or may be subject, by suit upon such judgment. 


        5.10    Bennett Ownership of RGHI.    Effective as of the date of this Agreement, Bennett is the sole owner of RGHI.
Bennett hereby covenants and agrees that, during the term of this Agreement, he at all times will continue to directly own, of record and beneficially, all of the outstanding capital stock of RGHI,
that he will not pledge or otherwise permit his shares of the capital stock of RGHI to be encumbered in any manner and that he will not grant any proxy or otherwise transfer voting power or economic
rights of ownership or enter into any voting agreement with respect to capital stock of RGHI; provided,  however, that Bennett shall be permitted to
transfer shares of capital stock of RGHI to members of his
Family Group so long as he continues to maintain Control of RGHI in his individual capacity. Bennett covenants and agrees to cause RGHI to comply with the provisions of this Agreement. 


        5.11    Consent of THL.    Unless otherwise specifically provided in this Agreement, to the extent the consent of THL
is required with respect to any provision of this Agreement (including, without limitation, with respect to the any designation or removal of the Independent Director to be designated by RGHI and THL,
as contemplated in Section 1.1(a)(iii)), consent shall be deemed given so long as written consent is granted by Thomas H. Lee Equity Fund V, L.P.
or Thomas H. Lee Partners, L.P. 


        5.12    Stockholder Capacity.    No person executing this agreement who is or becomes a director of the Company makes
any agreement or understanding herein in his capacity as such a director. Each Stockholder signs this Agreement solely in his, her or its capacity as the beneficial and record owner of such
Stockholder's shares of Common Stock. 


        5.13    Descriptive Headings.    The descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement. 


[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

[SIGNATURE PAGES FOLLOW]


20










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



	 	 	COMPANY:
	

 	
 	

REFCO INC.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	Title:	 
	

 	
 	
REFCO GROUP:
	

 	
 	

NEW REFCO GROUP LTD., LLC
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	Title:	 









	

 	
 	
RGHI:
	

 	
 	

REFCO GROUP HOLDINGS, INC.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	Title:	 
	

 	
 	
TRUST:
	

 	
 	

PHILLIP R. BENNETT THREE YEAR ANNUITY TRUST
	

 	
 	

By:	

 
	 	 	 	

	 	 	 	Phillip R. Bennett
	 	 	 	Trustee
	

 	
 	
BENNETT:
	

 	
 	

PHILLIP R. BENNETT, for the purposes set forth in Section 5.10 and in his capacity as a Management Stockholder
	 	 	 	 
	 	 	 	 
	 	 	











	

 	
 	
THL HOLDERS:
	

 	
 	

THOMAS H. LEE EQUITY FUND V, L.P.
	

 	
 	

By:	

THL Equity Advisors V, LLC
	

 	
 	

By:	

Thomas H. Lee Partners, L.P., its sole member
	

 	
 	

By:	

Thomas H. Lee Advisors, LLC, its general partner
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	Scott Schoen
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	 	 
	

 	
 	

THOMAS H. LEE PARALLEL FUND V, L.P.
	

 	
 	

By:	

THL Equity Advisors V, LLC
	

 	
 	

By:	

Thomas H. Lee Partners, L.P., its sole member
	

 	
 	

By:	

Thomas H. Lee Advisors, LLC, its general partner
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	Scott Schoen
	 	 	Title:	Managing Director









	

 	
 	

THOMAS H. LEE EQUITY (CAYMAN) FUND V, L.P.
	

 	
 	

By:	

THL Equity Advisors V, LLC
	

 	
 	

By:	

Thomas H. Lee Partners, L.P., its sole member
	

 	
 	

By:	

Thomas H. Lee Advisors, LLC, its general partner
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	Scott Schoen
	 	 	Title:	Managing Director
	 	 	 	 
	 	 	 	 
	 	 	THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP
	

 	
 	

By:	

THL Investment Management Corp., its General Partner
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	











	

 	
 	

U.S. BANK N.A., as trustee under the 1997 Thomas H. Lee Nominee Trust
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	










	 	 	THL LIMITED PARTNERS
	

 	
 	

GM CAPITAL PARTNERS I, L.P.
	

 	
 	

By:	

GM Partners I, LLC with respect to its series, GM Capital Partners I
	

 	
 	

By:	

General Motors Investment Management Corporation, as Managing Member
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	











	 	 	JPMORGAN CHASE BANK, as Trustee for First Plaza Group Trust, solely with respect to Pools PMI-111 and PMI-112
	

 	
 	

By:	

J.P. Morgan Chase Bank, as Trustee
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	











	 	 	PEARL HOLDING LIMITED
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	 	 
	 	 	 	 
	 	 	VEGA INVEST (GUERNSEY) LIMITED
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	 	 
	 	 	 	 
	 	 	PARTNERS GROUP PRIVATE EQUITY PERFORMANCE HOLDING LIMITED
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	

	 	 	 	 
	 	 	 	 
	 	 	CREDIT SUISSE ANLAGESTIFTUNG
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	











	 	 	NEW YORK STATE RETIREMENT CO-INVESTMENT FUND L.P.
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	










	 	 	CSFB FUND CO-INVESTMENT PROGRAM, L.P.
	

 	
 	

By:	

DLJ Fund Partners, L.P., its General Partner
	

 	
 	

By:	

DLJMB Fund, Inc., its General Partner
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:	 
	 	 	 	

	 	 	Title:	 
	 	 	 	













	 
	 	 
	 	 

	 	 	AUDA REFCO LTD.
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	David S. Andryc

Director





	 
	 	 
	 	 

	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Stephen B. Wesson

Director





	 
	 	 
	 	 

	

 	
 	

AUDA PARTNERS, L.P.
	

 	
 	

By:	
 	

Auda Partners LLC,

its General Partner
	

 	
 	

By:	
 	

Auda Private Equity LLC,

its Managing Member
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	David S. Andryc

Authorized Signatory





	 
	 	 
	 	 

	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	 	 	Robert J. Kirby

Authorized Signatory











	 
	 	 
	 	 

	 	 	PUTNAM INVESTMENT HOLDINGS, LLC
	

 	
 	

By:	
 	

Putnam Investments, LLC,

its managing member
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	

 	
 	

PUTNAM INVESTMENTS EMPLOYEES'

SECURITIES COMPANY I, LLC
	

 	
 	

By:	
 	

Putnam Investment Holdings, LLC,

its managing member
	

 	
 	

By:	
 	

Putnam Investments, LLC,

its managing member
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	

	

 	
 	

PUTNAM INVESTMENTS EMPLOYEES'

SECURITIES COMPANY II, LLC
	

 	
 	

By:	
 	

Putnam Investment Holdings, LLC,

its managing member
	

 	
 	

By:	
 	

Putnam Investments, LLC,

its managing member
	

 	
 	

By:	
 	

 
	 	 	 	 	

	 	 	Name:	 	 
	 	 	 	 	

	 	 	Title:	 	 
	 	 	 	 	












	 
	 	 

	 	 	MANAGEMENT STOCKHOLDERS
	

 	
 	

 Santo C. Maggio











	 
	 	 

	 	 	 
	

 	
 	

 Joseph Murphy











	 
	 	 

	 	 	 
	

 	
 	

 William Sexton











	 
	 	 

	 	 	 
	

 	
 	

 Dennis Klejna











	 
	 	 

	 	 	 
	

 	
 	

 Phillip Bennett











	 
	 	 

	 	 	 
	

 	
 	

 Stephen Grady











	 
	 	 

	 	 	 
	

 	
 	

 Gerald M. Sherer











	 
	 	 

	 	 	 
	

 	
 	

 Joe Mazurek











	 
	 	 

	 	 	 
	

 	
 	

 Tan Hup Thye











	 
	 	 

	 	 	 
	

 	
 	

 Mark Slade











	 
	 	 

	 	 	 
	

 	
 	

 Mike Mallahan











	 
	 	 

	 	 	 
	

 	
 	

 Peter McCarthy











	 
	 	 

	 	 	 
	

 	
 	

 Steve Dispenza












	

 	
 	

 Vera Kraker











	

 	
 	

 Mark Sachs











	

 	
 	

 Tom Mitchell











	

 	
 	

 Gavin Prentice











	

 	
 	

 Ang Peng Leong











	 	 	INDEPENDENT DIRECTORS
	

 	
 	

 Ronald O'Kelley











	

 	
 	

 Nathan Gantcher











	

 	
 	

 Leo R. Breitman













QuickLinks



Exhibit 4.6



TABLE OF CONTENTS


AMENDED & RESTATED STOCKHOLDERS AGREEMENT

ARTICLE I VOTING AGREEMENTS

ARTICLE II TRANSFERS OF SECURITIES

ARTICLE III REGISTRATION RIGHTS



ARTICLE IV AMENDMENT AND TERMINATION

ARTICLE V MISCELLANEOUS