Exhibit 10.3  EXECUTION VERSION  STOCKHOLDERS AGREEMENT  Dated as of January 23, 2007  with respect to  RDA Holding Co.


TABLE OF CONTENTS  PageSection 1.
  Certain Definitions
  2Section 2.
  Methodology for Calculations
  7Section 3.
  Restrictions on Transfers of Stock; Right of First Offer
  7Section 4.
  Tag-Along Rights
  9Section 5.
  Drag-Along Rights
  10Section 6.
  New Securities; Distributions
  11Section 7.
  Corporate Governance; Management
  11Section 8.
  Voting; Major Transactions
  12Section 9.
  Registration Rights
  12Section 10.
  Indemnification
  25Section 11.
  Legend
  26Section 12.
  Representations and Warranties
  27Section 13.
  Management Rights
  29Section 14.
  Reports to Stockholders
  30Section 15.
  Expenses and Fees
  31Section 16.
  Miscellaneous
  31Section 17.
  Effectiveness of Agreement
  34Annex A
  Form of Assumption AgreementAnnex B
  Form of Management Services Agreement  i


STOCKHOLDERS AGREEMENT  THIS AGREEMENT (this Agreement) is made as of January 23,
2007 by and among RDA Holding Co., a corporation organized under the laws of
the State of Delaware (the Company), RDA Investors I, LLC, a limited
liability company organized under the laws of the State of Delaware (Ripplewood
I), RDA Investors II, LLC, a limited liability company organized under the
laws of the State of Delaware (Ripplewood II), RDA Investors III, LLC,
a limited liability company organized under the laws of the State of Delaware
(together with Ripplewood I and Ripplewood II, Ripplewood), J.
Rothschild Group (Guernsey) Ltd., a company organized under the laws of
Guernsey, Channel Islands (Rothschild), GoldenTree Asset Management,
LP, a limited partnership organized under the laws of Delaware (together with
Ripplewood and Rothschild, the Original Stockholders), and the other
Stockholders of the Company party hereto from time to time.  W I T N E S S E T H:  WHEREAS, the Company, Doctor Acquisition Co., a corporation organized
under the laws of the State of Delaware and a wholly owned subsidiary of the
Company (Merger Sub), and The Readers Digest Association, Inc.,
a corporation organized under the laws of the State of Delaware (RDA),
entered into an Agreement and Plan of Merger dated as of November 16, 2006
(as such agreement may be amended, supplemented or otherwise modified from time
to time, the Merger Agreement);  WHEREAS, pursuant to the terms and conditions of the Merger Agreement,
Merger Sub will merge with and into RDA (the Acquisition), and RDA
shall continue as the surviving corporation (the Surviving Corporation)
and as a wholly owned subsidiary of the Company;  WHEREAS, on the date hereof the Company is entering into agreements to
acquire WRC Media, Inc., a corporation organized under the laws of the
State of Delaware (WRC), and Direct Holdings U.S. Corp., a corporation
organized under the laws of the State of Delaware (DHUS) (the
potential acquisition of either or both of WRC and DHUS, the Combination);
and pursuant to the applicable acquisition agreements certain investors in the
WRC and DHUS businesses will receive Common Stock as consideration, which
investors will be required to enter into Assumption Agreements hereto;  WHEREAS, for U.S. Federal income tax purposes, the parties hereto
intend that (x) the contribution of capital by the Original Stockholders
and the other common and preferred equity investors in the Company in
connection with the Acquisition and (y) the Combination shall together
constitute a transaction described under Section 351 of the U.S. Internal
Revenue Code of 1986, as amended (the Code);  WHEREAS, pursuant to subscription agreements to be entered into as of
the Closing Date by each of the Original Stockholders and each other
Stockholder to become a party hereto as of the Closing Date (other than the
Stockholders who receive Common Stock as consideration in the Combination), on
the one hand, in form and substance reasonably satisfactory to the Company,
each such Stockholder will purchase from the Company, and  1


the Company will issue to such Stockholder, the number of shares of
Common Stock set forth in Schedule I next to the name of such Stockholder (or
in the case of Stockholders not set forth on Schedule I, as separately agreed),
in each case for $10 in cash per share of Common Stock and on the other terms
and conditions set forth in the applicable subscription agreement;  WHEREAS, the parties hereto deem it to be in their best interests to
enter into an agreement establishing and setting forth their agreement with
respect to certain rights and obligations associated with ownership of Stock;
and  WHEREAS, this Agreement shall become effective immediately following the
Closing.  NOW, THEREFORE, in consideration of the premises and of the mutual
covenants and obligations hereinafter set forth, the parties hereto hereby
agree as follows:  Section 1.               Certain
Definitions.  As used herein, the following terms shall have the following meanings:  1940 Act: The United States Investment Company Act of 1940, as
amended, and the rules and regulations promulgated thereunder.  Acquisition: As defined in the recitals.  Affiliate: With respect to any Person, any Person directly or
indirectly controlling, controlled by or under common control with such first
Person. The term control means the possession, directly or indirectly, of the
power to direct or cause the direction of the management and policies of a
Person, whether through the ownership of voting securities, by contract or
otherwise; provided that no Stockholder shall be deemed to be an
Affiliate of any other Stockholder solely as a result of being a party to this
Agreement or the transactions contemplated hereby; provided  further
that none of the Company or any of its subsidiaries shall be deemed to be an
Affiliate of any Stockholder and no Stockholder or any of its Affiliates shall
be deemed to be an Affiliate of the Company or any of its subsidiaries.  Affiliate Transferee: As defined in Section 3(a).  Agreement: As defined in the preamble.  Assignee: As defined in Section 3(a).  Assumption Agreement: A writing substantially in the form
attached hereto as Annex A whereby a Person becomes a party to this
Agreement.  Board: As defined in Section 7(a).  Business Day: A day which is not a Saturday, Sunday or day on
which banks in New York City are authorized or required by law to close.  2


Closing: As defined in the Merger Agreement.  Closing Date: As defined in the Merger Agreement.  Code: As defined in the recitals.  Combination: As defined in the recitals.  Common Stock: The common stock, par value $1.00 per share, of the Company.  Company: As defined in the preamble.  Demand Notice: As defined in Section 9.1(a).  DHW:
As defined in the recitals.  Director and Directors:
As defined in Section 7(a).  Drag-Along Notice: As defined in Section 5(a).  Drag-Along Sale: As defined in Section 5(a).  Drag-Along Stockholders: As defined in Section 5(a).  Effective Time: As defined in the Merger Agreement.  Exchange Act: The United States Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.  First Offer Acceptance: As defined in Section 3(c)(i).  First Offer Marketing Period: As defined in Section 3(c)(ii).  First Offer Notice: As defined in Section 3(c)(i).  First Offer Offeree: As defined in Section 3(c)(i).  First Offer Transferor: As defined in Section 3(c)(i).  HSR Act: As defined in Section 3(c)(i).  Indemnified Party: As defined in Section 10(a).  Initial Public Offering: The initial bona fide underwritten public
offering and sale of Common Stock pursuant to an effective registration
statement under the Securities Act that results in (i) proceeds to the
Stockholders and the Company of at least $50 million and (ii) the listing
of the Common Stock on a United States national securities exchange or the
quotation of such Common Stock on a United States inter-dealer quotation
system.  3


Management
Services Agreement: The Management Services Agreement to be entered into
as of the Closing Date by and among the Company and the Original Stockholders
in the form attached hereto as Annex B.  Merger
Sub As defined in the recitals.  Merger
Agreement: As defined in the recitals.  New
Stock: Any Stock that is issued or otherwise created by the Company
subsequent to the Closing Date;provided, however, that the term New Stock does not include
Stock (i) issued pursuant to the acquisition of, or investment in, another
Person by the Company or any of its subsidiaries, whether by merger,
consolidation, purchase or exchange of stock or assets or reorganization or
otherwise; (ii) issued in connection with any stock split or stock
dividend of the Company; (iii) issued in connection with, or with any
refinancing of, the Financing (as defined in the Merger Agreement) or any alternative
Financing that includes financing for the Combination; (iv) issued
pursuant to any registered public offering; (v) issued to employees of the
Company or any of its subsidiaries under any incentive plan or upon exercise of
options granted under any incentive stock option plan; or (vi) the issuance of
which, individually or in the aggregate with any prior issuance of shares of
Stock of the Company (other than any such prior issuances exempted under
clauses (i) through (v) of this definition), results in a decrease to
the percentage of outstanding Stock held by any Stockholder of not more than
1%.  Offer
Date: As defined in Section 3(c)(i).  Offer
Price: As defined in Section 3(c)(i).  Offered
Stock: As defined in Section 3(c)(i).  Original
Stockholders: As defined in the preamble.  Other
Stockholders: The Stockholders other than Ripplewood.  Permitted
Transferee: As defined in Section 3(a).  Person:
Any individual, partnership, corporation, limited liability company, limited
company, unincorporated organization or association, trust (including the
trustees thereof, in their capacity as such), joint venture, joint-stock
company or other entity or organization, including a government or governmental
agency.  RDA:
As defined in the recitals.  Registrable
Securities: At any time, (a) any shares of Stock (other than Stock
Equivalents) held by a Stockholder, (b) any shares of Stock issuable upon
conversion, exchange or exercise of any Stock Equivalent of the Company held by
a Stockholder (whether or not so converted, exchanged or exercised, provided
that the conversion, exchange or exercise occurs not later than the
effectiveness of the registration) and (c) any securities of the Company
issued in exchange for or in respect of any of the  4


foregoing,
whether pursuant to a merger or consolidation, as a result of any stock split
or reclassification of, or share dividend on, any of the foregoing or
otherwise. For purposes of this Agreement, any Registrable Securities shall
cease to be Registrable Securities when (i) a registration statement
covering such Registrable Securities has been declared effective and such
Registrable Securities have been disposed of pursuant to such effective
registration statement, (ii) such Registrable Securities shall have been
disposed of pursuant to Rule 144, (iii) such Registrable Securities
are sold by a Person in a transaction in which the rights under the provisions
of this Agreement relating to registration are not assigned or (iv) such
Registrable Securities shall cease to be outstanding.  Registration
Expenses: As defined in Section 9.4(c).  Registration
Indemnified Party: As defined in Section 9.6(c).  Registration
Indemnifying Party: As defined in Section 9.6(c).  Requesting
Demand Stockholder: As defined in Section 9.1(a).  Required
Interest: As defined in Section 16(f).  Ripplewood:
As defined in the preamble.  Ripplewood
I: As defined in the preamble.  Ripplewood
II: As defined in the preamble.  Rule 144:
Rule 144 promulgated under the Securities Act.  SEC:
The United States Securities and Exchange Commission.  Securities
Act: The United States Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.  Senior
PIK Preferred Stock: The series of senior pay-in-kind preferred stock, par
value $0.01 per share, of the Company, to be issued as of the Closing Date, in
connection with the financing for the Merger Agreement.  Stock:
(i) any Common Stock, (ii) any other capital stock of the Company
that (x) has voting rights generally and not only in limited circumstances
or (y) shares in the proceeds of a liquidation or dissolution of the
Company on a basis that is tied to the proceeds payable with respect to Common
Stock and (iii) any Stock Equivalents of the Company, in each case,
whether owned on the date hereof or acquired hereafter.  Stock
Equivalents: Securities, including options, that are, or may become,
convertible into or exchangeable or exercisable for Stock, including any
options, warrants or rights to acquire Stock.  Stockholder
or Stockholders: The Original Stockholders and any other subsequent
holder of Stock who agrees to be bound by the terms of this Agreement,  5


including
each Person who acquires Common Stock on the Closing Date in connection with
the acquisition of Senior PIK Preferred Stock or in connection with the
Combination.  Surviving
Corporation: As defined in the recitals.  Tag-Along
Notice: As defined in Section 4(a)(i).  Tag-Along
Sale: As defined in Section 4(a)(i).  Tag-Along
Seller: As defined in Section 4(a)(i).  Tagging
Stockholder: As defined in Section 4(a)(ii).  Transfer:
To sell, transfer, assign, distribute, pledge, encumber or otherwise dispose of
any Stock, either voluntarily or involuntarily. Any sale, transfer, assignment,
distribution, pledge, encumbrance or other disposition of any ownership
interests in any entity that is a direct or indirect beneficial or record owner
of any Stock, or any other transaction that has the economic effect of
Transferring Stock, shall be deemed to be a Transfer of Stock by the
Stockholder directly owning such Stock. Notwithstanding the foregoing, it is
understood and agreed that a Transfer shall not include (a) any Transfer
of any ownership interests in Ripplewood Partners I, L.P. or Ripplewood
Partners II, L.P. (or in any of their partners) or in any entity that owns
Stock among a diverse group of other assets, (b) any distribution of Stock
to any direct or indirect holders of ownership interests in Ripplewood or any
such entity that owns Stock among a diverse group of other assets, so long as
the transferee is a Stockholder (or agrees to become a Stockholder in
connection therewith), or (c) any indirect Transfer which the Company
determines should not under the circumstances be treated as a Transfer.  United
States or U.S.: The United States of America, its
territories and possessions, any State of the United States of America and the
District of Columbia, as the context requires.  Unwinding
Event: As defined in Section 3(a).  VCOC
Stockholder: A Stockholder or any Affiliate thereof that is intended to
qualify as a venture capital operating company within the meaning of 29
C.F.R. § 2510.3-101(d).  WRC:
As defined in the recitals.  6


Section2.               Methodology
for Calculations. For all purposes
of this Agreement, the proposed Transfer or the Transfer of a Stock Equivalent
shall be treated as the proposed Transfer or the Transfer of the shares of
Stock into which such Stock Equivalent can be converted, exchanged or
exercised. All holdings of Stock by Persons who are Affiliates of each other
shall be aggregated for purposes of meeting any threshold tests under this
Agreement; provided that
equitable adjustment to the calculation of such holdings shall be made in the
event that more than one class of Stock of the Company is issued.  Section 3.Restrictions on
Transfers of Stock; Right of First Offer.  (a)   Without the consent of Ripplewood acting in its
sole discretion, no Stockholder may Transfer its Stock in whole or in part to
any Person (anAssignee) prior to the sixth anniversary of the Closing Date, after which time a
Stockholder may Transfer all or any portion of its Stock to another Person only
in accordance with the terms of this Section 3, Section 4 or Section 5
(a Permitted Transferee); provided that a Stockholder may at any time and from
time to time (A) Transfer all or a portion of its Stock to one or more
Affiliates of such Stockholder (an Affiliate Transferee), and (B) Transfer its Stock in
accordance with Section 4 as a Tagging Stockholder or Section 5 as a
Drag-Along Stockholder, in each case without the consent of Ripplewood. In the
event a transaction or event is contemplated in which any such Affiliate
Transferee will cease to qualify as an Affiliate Transferee (an Unwinding
Event), then (i) such
Affiliate Transferee will promptly notify the Company of the pending occurrence
of such Unwinding Event and (ii) prior to such Unwinding Event, such
Affiliate Transferee will take all actions necessary to effect a transfer of
all of the Stock held by such Affiliate Transferee either back to the Person
who originally transferred such Stock to it or to another Affiliate of such
original transferor. In the event of any purported Transfer by a Stockholder of
any Stock in violation of the provisions of this Agreement, such purported
Transfer will be void and of no effect, and the Company or the applicable
Stockholder, as the case may be, will not give effect to such Transfer.  (b)   No Transfer shall be made pursuant to Section 3(a) unless:  (i)     such Transfer would not
violate the Securities Act or other securities laws applicable to the Company
or the Stock to be Transferred;  (ii)    such Transfer would not jeopardize the tax treatment intended by Section 16(m);  (iii)   such Transfer would not cause the Company to become subject to the
1940Act;  (iv)   such Transfer would not require
the Company to register a class of equity securities under Section 12 of
the Exchange Act or any similar provision of any applicable foreign securities
laws; and  (v)    any transferee of Stock
(including Affiliate Transferees, but excluding transferees who acquire shares
of Stock pursuant to Section 5 or in a registered offering pursuant to Section 9
or, following the Initial Public Offering, in a bona fide widely  7


distributed
sale either to the public or pursuant to Rule 144), at the time of and as
a condition to such Transfer, becomes a party to this Agreement by executing
and delivering to the Company an Assumption Agreement.  Upon
executing and delivering an Assumption Agreement, the transferee will be
treated as a Stockholder for all purposes hereof and shall succeed to the
rights of the transferring Stockholder hereunder, except as otherwise provided
in this Agreement or the Assumption Agreement.  In
its reasonable discretion, the Company may condition any Transfer to be made
pursuant to this Section 3 upon receipt of an opinion of counsel (who may
be counsel for the Company and who with respect to Section 3(b)(ii) must
be tax counsel) to the effect that such Transfer complies with this Section 3,
which opinion and counsel shall be reasonably satisfactory to the Company;provided that if the Transfer is conditioned on an
opinion of tax counsel relating to Section 3(b)(ii), the Company may
impose such condition only during the six months following the Closing Date.  (c)Right
of First Offer. (i) Subject
to the provisions of Section 9.5(b), if at any time any or all of the
Stock held by any Other Stockholder (each such Other Stockholder, a First
Offer Transferor) is proposed to
be Transferred to any Person in a Transfer permitted pursuant to Section 3(a) (other
than to an Affiliate of such First Offer Transferor or in accordance with Section 4
as a Tagging Stockholder or Section 5 as a Drag-Along Stockholder), the
First Offer Transferor shall give Ripplewood (the First Offer
Offeree) written notice (the First
Offer Notice) of its bona fide
intention to Transfer such Stock indicating the number of shares of Stock to be
offered for Transfer (the Offered Stock), the price in cash at which the First Offer
Transferor proposes to Transfer the Offered Stock (the Offer Price) and all other material terms and conditions
on which the First Offer Transferor proposes to Transfer the Offered Stock
(including the identity of the proposed Transferee). Delivery of a First Offer
Notice shall constitute an offer by the First Offer Transferor, irrevocable
through and including the Offer Date (as defined below) to Transfer to the
First Offer Offeree, subject to the terms of this Section 3(c), all (but
not less than all) of the Offered Stock at the Offer Price. During the 15 days
following the receipt of such First Offer Notice (such 15th day, for the
purposes of this Section 3(c), the Offer Date), the First Offer Offeree shall have the right
to exercise the right to purchase, at the Offer Price, the Offered Stock by
delivery of a reply notice (a First Offer Acceptance) to the First Offer Transferor setting forth (x) its
irrevocable election to purchase from the First Offer Transferor all of the
Offered Stock, (y) closing arrangements and (z) a closing date not
less than 30 nor more than 60 days following the Offer Date (unless a longer
period of time is necessary to comply with the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the HSRAct), or to obtain any other consent required
to effect such purchase and sale, in which case such longer period). The First
Offer Acceptance shall constitute a binding commitment of the First Offer
Offeree to purchase, and a binding commitment of the First Offer Transferor to
Transfer, all of the Offered Stock at the Offer Price. The First Offer
Transferor shall transfer to the First Offer Offeree the Offered Stock, free
and clear of all liens, and shall deliver to the First Offer Offeree such other
documents and instruments of transfer as the First Offer Offeree reasonably may
request.  8


(ii) In the event there has not been a timely election by the
First Offer Offeree to purchase the Offered Stock in accordance with Section 3(c)(i),
then for a period of 60 days immediately following the Offer Date (unless a
longer period of time is necessary to comply with the requirements of the HSR
Act or to obtain any other consent required to effect such purchase and sale,
in which case such longer period) (the First Offer Marketing Period),
the First Offer Transferor may Transfer, subject to the terms and provisions of
this Agreement, the Offered Stock at a price not less than the Offer Price and
on the same terms and conditions as provided in the First Offer Notice to the
First Offer Offeree. If such Transfer is not made within the First Offer
Marketing Period or is proposed to be made at a price that is less than the
Offer Price or not on the same terms and conditions as provided in the First
Offer Notice to the First Offer Offeree, (x) no Transfer of Stock shall be
made unless and until a further application of the procedure set forth in Section 3(c)(i) shall
have been made with respect to any such prospective Transfer of Stock and (y) the
First Offer Transferor may not offer to Transfer its Stock to any Person
(including the First Offer Offeree pursuant to this Section 3(c)) until
the date that is six months after the last day of the First Offer Marketing
Period.  Section 4.               Tag-Along
Rights.  (a)   Transfer of Stock. (i) Subject to the
provisions of Section 9.5(b), if at any time Stock held by any Stockholder
(the Tag-Along Seller) is proposed to be Transferred to any Person
(other than to an Affiliate of such Tag-Along Seller, to Ripplewood pursuant to
Section 3(c) or in accordance with Section 4 as a Tagging
Stockholder or Section 5 as a Drag-Along Stockholder) in an amount that,
together with any related Transfers of Stock by such Tag-Along Seller and any
of its Affiliates, exceeds either (x) 10% of the Stock originally acquired
by such Tag-Along Seller and its Affiliates, provided that such amount
also exceeds $2.5 million (based on the proposed Transfer price), or (y) $20
million (based on the proposed Transfer price), and such Transfer shall
otherwise be permitted in accordance with Section 3 (each a Tag-Along
Sale), then at least 20 days prior to the date proposed for such Tag-Along
Sale, the Tag-Along Seller shall provide to all other Stockholders a notice
(the Tag-Along Notice) stating the material terms and conditions of
such proposed Tag-Along Sale (including the amount of Stock to be Transferred,
the consideration to be paid for such Stock and the name of the proposed
purchaser) and offer to all other Stockholders the opportunity to participate
in such Tag-Along Sale in accordance with this Section 4 on the same terms
and conditions as the Tag-Along Seller (with appropriate adjustments as may be
determined by the Company in the case of an indirect Transfer of Stock; provided
that any indemnities shall be made by the Stockholders severally and not
jointly.  (ii)   Within 10 Business Days
of its receipt of the Tag-Along Notice, each Stockholder that has elected (each
such electing Stockholder, a Tagging Stockholder) to participate in
the Tag-Along Sale shall notify the Tag-Along Seller and the Company of its
election. Each Tagging Stockholder shall have the right (without the consent of
Ripplewood) to Transfer to the proposed purchaser its pro rata share (based on
its relative Stock ownership as compared to all other Stockholders) of the
Stock being sold in the Tag-Along Sale.  9


(b)   Any notification by a
Tagging Stockholder pursuant to Section 4(a) shall be a final and
binding commitment of such Tagging Stockholder to participate in such Tag-Along
Sale; provided, however, that in the event there is a material
change in the terms and conditions (including the consideration) of the
Tag-Along Sale, the Tag-Along Seller shall give written notice of such change
to each Tagging Stockholder, and each Tagging Stockholder shall thereafter have
the right to revoke its election to participate in the Tag-Along Sale by
providing written notice to the Tag-Along Seller within two Business Days of
receiving the notice of such change.  (c)   Notwithstanding anything
contained in this Section 4, there shall be no liability on the part of
the Tag-Along Seller to the Tagging Stockholders if the transfer of the Stock
of the Tag-Along Seller pursuant to this Section 4 is not consummated for
any reason. Whether to effect a transfer of Stock, or to terminate any such
transaction prior to its consummation, is in the sole discretion of such
Tag-Along Seller.  Section 5.               Drag-Along
Rights.  (a)   If at any time
Ripplewood and/or any of its Affiliates proposes to Transfer at least 50% of
the Stock then held by Ripplewood and its Affiliates to any Person (other than
Affiliates of Ripplewood) (a Drag-Along Sale), then Ripplewood may
cause to be included in such Drag-Along Sale a proportionate amount of the
Stock held by each of the Other Stockholders (the Drag-Along Stockholders)
and shall provide notice at least 15 days prior to the date proposed for such
Drag-Along Sale (the Drag-Along Notice) to the Drag-Along Stockholders
stating the material terms and conditions of such Drag-Along Sale (including
the kind and amount of consideration to be paid for such Stock and the name of
the proposed purchaser).  (b)   In the event Ripplewood
provides a Drag-Along Notice in accordance with this Section 5, each
Drag-Along Stockholder shall (i) be obligated to Transfer to the proposed
purchaser its Stock for the same consideration per Share and otherwise on the
same terms and conditions as Ripplewood and/or its Affiliates, as applicable
(with appropriate adjustments as may be determined by Ripplewood in the case of
an indirect Transfer of Stock), as such terms and conditions are set forth in
such Drag-Along Notice and (ii) execute and deliver such instruments of
conveyance and transfer and take such other actions as Ripplewood or the
proposed purchaser may reasonably require in order to carry out the terms of
this Section 5.  (c)   The instruments of
conveyance and transfer for a Drag-Along Sale shall not include any
representations and warranties of any Drag-Along Stockholder except such
representations and warranties as are ordinarily given by a seller of
securities, including with respect to such sellers authority to sell,
enforceability of agreements against such seller, such sellers good title in
such securities and good title in such securities to be acquired by the
purchaser at the closing of such sale; provided, however, that
all representations and warranties, covenants, indemnities and agreements shall
be made by Ripplewood and/or its Affiliates, on the one hand, and each
Drag-Along Stockholder, on the other hand, thereunder severally and not jointly
and that any liability of Ripplewood and/or its Affiliates, as the case may be,
and each Drag-Along Stockholder thereunder  10


shall
be borne by each of them on a pro rata basis based on the relative number of
shares of Stock being sold by it.  Section 6.New Securities; Distributions.  (a)   When
and to the extent the Company determines that it will issue shares of New
Stock, the Company shall offer to each Stockholder its pro rata share of the
New Stock to be issued (based on its pro rata Stock ownership as compared to
all Stock issued and outstanding prior to the issuance of such New Stock),
which offer shall be made by written notice from the Company to the
Stockholders. Within 10 Business Days of its receipt of such notice, each
Stockholder shall notify the Company of the number of shares of New Stock the
Stockholder requests to purchase, subject to a maximum of such Stockholders
pro rata share of such New Stock as described in the immediately preceding
sentence (it being understood and agreed that the Company may make provision for
Stockholders (on a pro rata basis) to request to purchase more than their
respective pro rata shares of such New Stock, to the extent other Stockholders
decline to purchase such New Stock). Any request by a Stockholder pursuant to
the immediately preceding sentence shall be a final and binding commitment by
such Stockholder to purchase the shares of New Stock so requested.  Section 7.Corporate Governance; Management.  (a)The Board of Directors of the Company (the Board) shall be composed of the number of directors (each a Director and collectively the Directors) determined by Ripplewood in its discretion
from time to time, which shall be at least three Directors. Ripplewood shall be
entitled to propose the appointment of the Directors (including the Chairman of
the Board and independent Directors). At least one Director shall be
independent for purposes of Rule 10A-3 promulgated under the Exchange
Act. The Company and each of the Stockholders hereby agree to take all action
necessary to effect the appointment to the Board of each Director appointee of
Ripplewood.  (b)Any Director may resign upon delivery of written notice from such
Director to the Company and shall be removed by action of the Company or the
Stockholders at the request of Ripplewood.  (c)Except as otherwise required by law or regulation, the Company and each
of the Stockholders shall use commercially reasonable best efforts to cause the
charter, by-laws or other comparable organizational documents of the Company
(and, to the extent necessary, the charter, by-laws or other comparable
organizational documents of any subsidiary of the Company) to contain
limitations on the liability of Directors to the fullest extent permissible
under the laws of the State of Delaware.  (d)The Company shall use commercially reasonable best efforts to procure
and maintain during the term of this Agreement directors and officers
liability insurance for each of the Directors (at the Companys reasonable
expense) which is comparable to that provided by other companies similar to the
Company.  (e)The Stockholders acknowledge that the holders of Senior PIK Preferred
Stock (voting as a class) shall have the right to appoint two observers to the
Board;  11


provided
that such observers shall not be entitled to vote on any matter. The Company
may also grant observer status to others from time to time.  Section 8.Voting; Major
Transactions. (a) Notwithstanding
anything to the contrary contained in this Agreement, each Stockholder of the
Company shall vote its respective shares of Stock, on all matters presented to
the Stockholders for their approval (other than matters requiring a
Stockholders approval pursuant to Section 8(b)), in such manner as such
Stockholder is directed by Ripplewood I. Upon becoming a Stockholder, each
Stockholder other than Ripplewood I hereby makes, constitutes and appoints
Ripplewood I, with full power of substitution and resubstitution, its true and
lawful attorney, for it and in its name, place and stead and for its use and
benefit, to act as its proxy in respect of any vote or approval of Stockholders
(other than matters requiring a Stockholders approval pursuant to Section 8(b)).
The proxy granted pursuant to this Section 8(a) is a special proxy
coupled with an interest and is irrevocable.  (b)  Without the affirmative vote or
consent of Ripplewood I and the affirmative vote or consent of a majority in
interest of the Other Stockholders, the Company shall not, and shall not permit
its subsidiaries to (i) enter into any transaction between the Company or
any of its subsidiaries, on the one hand, and Ripplewood or any of its
Affiliates, on the other hand, other than the Management Services Agreement,
the payment of a $25 million transaction fee to Ripplewood Holdings L.L.C.
pursuant to a transaction fee agreement, the Acquisition and the Combination, (ii) enter
into a material line of business that is unrelated to the existing business of
the Company or any of its Subsidiaries, (iii) make any amendment to the
certificate of incorporation or by-laws of the Company that would materially
adversely affect the rights of the Other Stockholders or (iv) make any
acquisition or divestiture of assets that have an enterprise value in excess of
$400 million, other than the Acquisition or the Combination.  Section 9.Registration Rights.  9.1Demand Registration.  (a)  At
any time and from time to time, Ripplewood and, after 180 days (or earlier if
permitted by Ripplewood and the underwriter(s) in the Initial Public
Offering) following the consummation of the Initial Public Offering, any other
Original Stockholder (theRequesting Demand Stockholder) may, in a written notice (a Demand
Notice) to the Company, request
that the Company file a registration statement on any Form that is
available to the Company for the registration of securities (other than a Form S-4
or Form S-8 or any successor or similar forms) under the Securities Act
covering the registration of all or a portion of such Requesting Demand
Stockholders Registrable Securities, as specified in the Demand Notice. In
order to be valid, any Demand Notice after the Initial Public Offering must
request the registration of Registrable Securities having an aggregate market
value, based on the closing price of the Common Sock on the most recent trading
day prior to the date of such Demand Notice, of not less than $25 million, and
must otherwise provide the information described in Section 9.3(a) or
be followed by such information, when requested as contemplated by Section 9.3(a).
Following receipt of a valid Demand Notice, the Company shall use commercially
reasonable efforts, in accordance with Section 9.4, to effect the
registration of the  12


Registrable Securities covered by such Demand Notice, subject to any
cutbacks imposed in accordance with Section 9.3(d).  (b)  The maximum number of
registrations that the Company is required to effect in response to Demand
Notices given by Requesting Demand Stockholders is four with respect to
Ripplewood and one with respect to each other Original Stockholder. A
registration requested by a Demand Notice shall not be deemed to have been
effected on behalf of a Requesting Demand Stockholder unless (i) the
related registration statement has been declared effective by the SEC, (ii) such
registration statement has remained effective for the period set forth in Section 9.4(b) plus
such longer period as, in the opinion of counsel for the underwriter or underwriters,
a prospectus is required by law to be delivered in connection with the sale of
Registrable Securities by an underwriter or dealer, (iii) the offering of
Registrable Securities pursuant to such registration is not subject to any stop
order, injunction or other similar order or requirement of the SEC during such
period and (iv) in the event of an underwritten offering, the conditions
to closing specified in the underwriting agreement entered into in connection
with such registration are satisfied pursuant to the terms of such underwriting
agreement. However, notwithstanding the requirement of clause (i), if the
Requesting Demand Stockholder withdraws its request prior to the related
registration statement being declared effective by the SEC, then such registration
will be deemed to have been effected for purposes of this Section 9.1(b) unless
(A) the Requesting Demand Stockholder pays the Registration Expenses
incurred by the Company through the date of such withdrawal or (B) the
withdrawal is due to the disclosure of material adverse information relating
specifically to the Company that the Requesting Demand Stockholder did not know
prior to submitting its Demand Notice. Furthermore, if in a registered offering
requested by a Requesting Demand Stockholder such Requesting Demand Stockholder
is subject to a cutback imposed in accordance with Section 9.3(d) of
more than 50% of the Registrable Securities as to which it has requested
registration, such Requesting Demand Stockholder shall not be deemed to have used
one of its demand rights in connection with such offering.  (c)  As soon as reasonably
practicable, but in no event later than 30 days, after receiving a valid Demand
Notice, the Company shall file with the SEC a registration statement covering
all of the Registrable Securities covered by such Demand Notice as well as any
other Registrable Securities as to which registration is properly requested in
accordance with Section 9.2 (which other Registrable Securities may be
included by means of a pre-effective amendment), but subject in both cases to
any cutbacks imposed in accordance with Section 9.3(d). However, if this
filing deadline would otherwise occur within 120 days following the effective
date of any other registration statement with respect to which the Stockholders
have been entitled to join pursuant to Section 9.2 (180 days in the case
of the registration statement for the Initial Public Offering), then the
Company may defer the filing date until after such 120th day (or 180th day in
the case of the registration statement for the Initial Public Offering).  (d)  In the case of a shelf
registration statement, the Company shall not be required to keep such
registration statement effective for longer than (i) one year following
the effectiveness of the registration statement or, if earlier, (ii) the
date on which (x) all of the Registrable Securities covered by the
registration statement have been sold pursuant  13


thereto
and (y) the date on which all Registrable Securities held by the
Requesting Demand Stockholder are eligible for sale without volume restrictions
pursuant to Rule 144.  (e)  In
the event that, following the receipt of a Demand Notice, (i) the Company
is in possession of material non-public information the disclosure of which the
Board determines, in its reasonable judgment and in good faith, would be
materially adverse to the Company and would not otherwise be required under any
applicable law to be publicly disclosed and (ii) the Company gives the
Requesting Demand Stockholder written notice of such determination, the Company
shall, notwithstanding the provisions of Section 9.1 hereof, be entitled
to postpone for up to an aggregate of 120 days in any 12-month period the
filing of any registration statement otherwise required to be prepared and
filed by it pursuant to Section 9.1 hereof. In the event the Company
postpones the filing of any registration statement pursuant to the preceding
sentence, the Requesting Demand stockholder may withdraw its Demand Notice
prior to the filing of the registration statement and shall not be deemed to
have used one of its demand rights.  9.2Piggyback Registration.  (a)  If at any time following the consummation of the Initial
Public Offering the Company intends to file a registration statement under the
Securities Act (other than a registration statement on Form S-4 or S-8 or
any successor or similar forms) covering a primary or secondary offering of any
Stock, whether in response to a valid Demand Notice or otherwise, the Company
shall promptly give each Stockholder written notice specifying the date on
which the Company anticipates filing such registration statement and advising
each such party of its right to have its Registrable Securities included in
such registration in accordance with this Section 9. Each Stockholder will
then have the opportunity, by written notice received by the Company no later
than 10 Business Days after such Stockholders receipt of the Companys notice
of such proposed filing, to request that all or a portion of such Stockholders
Registrable Securities be included in such registration statement.  (b)  Following receipt of any such timely request, the
Company shall include in such registration statement (including by means of a
pre-effective amendment if the registration statement has already been filed)
all of the Registrable Securities that such Stockholder requests for inclusion
in such registration statement, subject to any cutbacks imposed in accordance
with Section 9.3(d), and the Company shall use commercially reasonable
efforts in accordance with Section 9.4 to effect the registration of all
such Registrable Securities. However, if at any time after giving written
notice of its intention to file such a registration statement and prior to the
effective date of such registration statement, the Company decides for any
reason not to proceed with the proposed registration (including because the
Requesting Demand Stockholder withdraws its request pursuant to Section 9.1),
then the Company shall give written notice of such decision to the parties
holding Registrable Securities, at which point the Company will be relieved of
its obligation to register any Registrable Securities in connection with such
registration (but not from its obligation to pay the related Registration
Expenses);provided that this right on the part of the Company
shall not affect the Companys obligation to proceed with a registration
validly requested under Section 9.1 and to include in such registration the  14


Registrable
Securities requested for inclusion by any Stockholder pursuant to this Section 9.2.  (c)  In
connection with any underwritten offering, the Company shall not be required
under Section 9.2 to include Registrable Securities in such underwritten
offering unless the holders intending to sell Registrable Securities accept the
terms of the underwriting of such offering that have been reasonably agreed
upon between the Company, the Requesting Demand Stockholder (if any) and the
underwriters selected in accordance with this Agreement, but no Stockholder
will be required to make representations or warranties to the underwriters or
other purchasers or to provide indemnities other than as specified in this
Agreement, and all such representations and warranties shall be on a several
and not joint basis.  9.3Rights and Obligations of
Holders in Connection with a Registration.  (a)  The Stockholders participating in a registration in
accordance with this Section 9 shall furnish to the Company such
information regarding themselves, the Registrable Securities held by them and
the intended method of disposition and plan of distribution of such securities
as the Company may reasonably request and as may reasonably be required in
connection with the registration to be effected by the Company.  (b)  The Stockholders participating in a registered offering
in accordance with this Section 9 will, if it is an underwritten offering,
enter into an underwriting agreement, to be negotiated by the Company and its
counsel, in customary form, which agreement will contain such representations
and warranties by and obligations of the Company as are customarily contained
in underwriting agreements generally, including, without limitation, customary
indenmification and contribution provisions. Customary representations and
warranties by, and the other agreements on the part of, the Company to and for
the benefit of such underwriters shall also be made to and for the benefit of the
Stockholders participating in such offering in a manner customary for such
transaction. No Stockholder of Registrable Securities shall be required to make
any representations or warranties to or agreements with the Company or the
underwriters other than those representations, warranties and agreements
(including limited indemnification with respect to written information supplied
by such Stockholder with respect to itself) regarding such Stockholder as are
customarily given by non-controlling stockholders seeking to sell shares in an
underwritten secondary offering;provided, however, that if any Stockholder of Registrable
Securities disapproves of the terms of the underwriting, such Stockholders
sole remedy shall be to elect to withdraw all of its Registrable Securities by
written notice to the Company, the managing underwriter and, if applicable, the
Requesting Demand Stockholder. The Registrable Securities so withdrawn shall
also be withdrawn from registration and the corresponding Demand Notice of such
Requesting Demand Stockholder, if any, shall also be deemed to have been
withdrawn.  (c)  The Company will have the right to select the
underwriters in connection with any registered offering in accordance with this
Section 9.  15


(d)  If
the managing underwriter or underwriters determine in their reasonable business
judgment that the total amount of Registrable Securities and other securities
of the Company proposed to be included in an offering to which Section 9.1
or Section 9.2 applies is such as to materially adversely affect the
success of such offering, then the Company shall only be obligated to include
in such registered offering the amount of securities which the Company is so
advised can be sold in such offering, as follows:  (i)  if such registration includes a registration of shares
of securities to be offered for sale by the Company (other than in connection
with a registration in response to a Demand Notice), the Company shall include
in such registration, to the extent of available capacity, first, all such
securities that the Company proposes to be included in such registration, and
second, the Registrable Securities requested to be included in such
registration by the Stockholders, pro rata among them in the proportion that
the number of Registrable Securities sought to be registered by each of them
bears to the total number of Registrable Securities sought to be registered by
all of them; and  (ii)  if such registration is a registration of Registrable
Securities in response to a Demand Notice, then the Company shall include in
such registration, to the extent of available capacity, first, the Registrable
Securities requested to be included in such registration by the Stockholders
pro rata among them in the proportion that the number of Registrable Securities
sought to be registered by each of them bears to the total number of
Registrable Securities sought to be registered by all of them, and second, such
securities that the Company proposes to be included in such registration.  (e)  Each
Stockholder of Registrable Securities agrees that, upon receipt of any notice
from the Company of the happening of any event of the kind described in Section 9.4(a)(viii),
such Stockholder shall forthwith discontinue disposition of Registrable
Securities pursuant to the registration statement covering such Registrable
Securities until such Stockholders receipt of the copies of the supplemented
or amended prospectus contemplated by Section 9.4(a)(viii) and, if so
directed by the Company, such Stockholder shall deliver to the Company (at the
Companys expense) all copies, other than permanent file copies then in such
Stockholders possession, of the prospectus covering such Registrable
Securities current at the time of receipt of such notice;provided,
however, that any period
of time during which a Stockholder must discontinue disposition of Registrable
Securities shall not be included in the determination of a period of
distribution for purposes of Section 9.4(b).  9.4Obligations of the Company
in Connection with a Registration.  (a)  Whenever
required under Section 9.1 or Section 9.2 to use commercially
reasonable efforts to effect the registration of any Registrable Securities,
the Company shall, as expeditiously as reasonably practicable (but subject to Section 9.1(d),
Section 9.1(e) and any other applicable provisions in this Section 9):  (i)  prepare
and file with the SEC a registration statement with respect to such Registrable
Securities and use commercially reasonable efforts to cause such registration
statement to become and remain effective for the period of the distribution
contemplated thereby determined as provided in Section 9.4(b);  16


(ii)  before filing a registration
statement or prospectus or any amendments or supplements thereto, furnish to
counsel of the holders of such Registrable Securities copies of all such
documents proposed to be filed, which documents will be subject to the
reasonable review and comment of such counsel, and such other documents
reasonably requested by such counsel, including any comment letter from the
SEC, and provide such counsel reasonable opportunity to participate in the
preparation of such registration statement and each prospectus included therein
(including any amendments and supplements thereto) and such other opportunities
to conduct a reasonable investigation within the meaning of the Securities Act,
including reasonable access to the Companys books and records, officers,
accountants and other advisors;  (iii)  prepare and file with the
SEC such amendments and supplements to such registration statement and the
prospectus used in connection therewith (A) reasonably requested by any
Stockholder of such Registrable Securities (to the extent such request relates
to information relating to such Stockholder) and (B) as may be necessary
to keep such registration statement effective for the period of distribution
contemplated thereby determined as provided in Section 9.4(b) and
comply in all material respects with the provisions of the Securities Act with
respect to the disposition of all Registrable Securities covered by such
registration statement, and furnish to the Stockholders of such Registrable
Securities copies of any such amendments and supplements prior to their being
used or filed with the SEC;  (iv)  furnish to the selling
holders of Registrable Securities such numbers of copies of the registration
statement and the prospectus included therein (including each preliminary
prospectus and any amendments or supplements thereto in conformity with the
requirements of the Securities Act, and, in each case including all exhibits
thereto and all documents incorporated by reference therein) and such other
documents and information as they may reasonably request and make available for
inspection by the parties referred to in Section 9.4(a)(xv) such financial
and other information and books and records of the Company, and cause the
officers, Directors, employees, counsel and independent certified public
accountants of the Company to respond to such inquiries, as shall be reasonably
necessary, in the judgment of the respective counsel referred to in Section 9.4(a)(xv),
to conduct a reasonable investigation within the meaning of Section 11 of
the Securities Act;  (v)  use commercially reasonable
efforts to register or qualify the Registrable Securities covered by such
registration statement under such securities or blue sky laws of such
jurisdictions as any selling Stockholder or underwriter of Registrable
Securities reasonably requests and do any and all other acts and things which
may be reasonably necessary or advisable to enable such Stockholder to
consummate the disposition in such jurisdictions of the Registrable Securities
owned by such Stockholder; provided, however, that the Company
will not be required in connection therewith or as a condition thereto to (A) register
or qualify to do business in or file a general consent to service of process in
any jurisdiction wherein it would not, but for the requirements of this Section 9.4(a)(v),
be obligated to do so, or (B) take any action that would subject it to
more than de minimis taxation in a jurisdiction where it is not already subject
to tax but for the requirements of this paragraph;  17


(vi)  promptly notify in writing each selling Stockholder of
Registrable Securities, their counsel, the sales or placement agent, if any,
therefor and the managing underwriter or underwriters, if any, thereof (A) when
such registration statement or the prospectus included therein or any
prospectus amendment or supplement or post-effective amendment has been filed,
and, with respect to such registration statement or any post-effective
amendment, when the same has become effective, (B) of any comments by the
SEC or by any blue sky or securities commissioner or regulator of any state
with respect thereto or any request by the SEC for amendments or supplements to
such registration statement or prospectus or for additional information, (C) of
the issuance by the SEC of any stop order suspending the effectiveness of such
registration statement or the initiation or threatening of any proceedings for
that purpose,(D) if at any time the representations and warranties
of the Company contained in any underwriting agreement or other customary
agreement cease to be true and correct in all material respects or (E) of
the receipt by the Company of any notification with respect to the suspension
of the qualification of such Registrable Securities for sale in any
jurisdiction or the initiation or threatening of any proceeding for such
purpose;  (vii)  use commercially reasonable efforts to prevent the
entry of and obtain the withdrawal of any order suspending the effectiveness of
such registration statement or any post-effective amendment thereto at the
earliest practicable date;  (viii)  promptly notify in writing each selling Stockholder
of Registrable Securities, at any time when a prospectus relating to such Registrable
Securities is required to be delivered under the Securities Act, of the
happening of any event as a result of which the prospectus included or
incorporated by reference in such registration statement, as then in effect,
includes an untrue statement of a material fact or omits to state any material
fact required to be stated therein or necessary to make, in light of the
circumstances under which they were made, the statements therein not
misleading, and at the request of any such Stockholder promptly prepare and
furnish to such Stockholder a reasonable number of copies of a supplement to or
an amendment of such prospectus as may be necessary so that, as thereafter
delivered to the purchasers of such securities, such prospectus shall not
include an untrue statement of a material fact or omit to state a material fact
required to be stated therein or necessary to make, in light of the
circumstances under which they were made, the statements therein not
misleading;  (ix)  furnish, at the request of any selling Stockholder of
Registrable Securities, if the method of distribution is by means of an
underwriting, on the date that the Registrable Securities are delivered to the
underwriters for sale pursuant to such registration, or if such Registrable
Securities are not being sold through underwriters, on the date that the
registration statement with respect to such Registrable Securities becomes
effective, (A) a signed opinion, dated such date, of the independent legal
counsel representing the Company for the purpose of such registration,
addressed to the underwriters, if any, and to the Stockholders making such
request, as to such matters as such underwriters or the Stockholders including
Registrable Securities in such registration, as the case may be, may reasonably
request and as would be customary in such a transaction; and (B) letters,
dated such date and the date the offering is priced, from the independent
certified public accountants of the Company, addressed to the underwriters, if
any, and to the Stockholders making such request and, if such accountants
refuse to deliver such letters to such  18


Stockholders, then to the Company (x) stating that they are
independent certified public accountants within the meaning of the Securities
Act and that, in the opinion of such accountants, the financial statements and
other financial data of the Company included or incorporated by reference in
the registration statement or the prospectus, or any amendment or supplement
thereto, comply as to form in all material respects with the applicable
accounting requirements of the Securities Act and (y) covering such other
financial matters (including information as to the period ending not more than
five Business Days prior to the date of such letters) with respect to the
registration in respect of which such letter is being given as such
underwriters or the Stockholders holding a majority of the Registrable
Securities included in such registration, as the case may be, may reasonably
request and as would be customary in such a transaction;  (x)  provide a transfer agent and
registrar for all such Registrable Securities not later than the effective date
of such registration;  (xi)  enter into customary
agreements (including if the method of distribution is by means of an
underwriting, an underwriting agreement in customary form, including customary
indemnification provisions substantially consistent with Section 9.6 and,
to the extent required by the underwriters, customary lock-up provisions
substantially consistent with Section 9.7) and take such other actions as
are reasonably required in order to expedite or facilitate the disposition of
the Registrable Securities to be so included in the registration statement;  (xii)  use commercially reasonable
efforts to obtain the governmental and self regulatory organization
authorizations which may be required to effect such registration or the
offering or sale in connection therewith or to enable the selling Stockholders
to offer, or to consummate the disposition of, their Registrable Securities;  (xiii)  use commercially reasonable
efforts to cause all Registrable Securities covered by the registration
statement to be approved for listing on a U.S. national securities exchange or
approved for traded on a national interdealer quotation system, and cooperate
with the selling Stockholders of Registrable Securities and the managing
underwriter or underwriters, if any, to facilitate the timely preparation and
delivery of certificates representing such Registrable Securities to be sold,
which certificates shall conform to the requirements of such national
securities exchange or interdealer quotation system and shall not bear any
restrictive legends, and, in the case of an underwritten offering, enable such
Registrable Securities to be in such denominations and registered in such names
as the managing underwriter or underwriters may request at least two Business
Days prior to any sale of such Registrable Securities;  (xiv)  otherwise comply in all material
respects with all applicable rules and regulations of the SEC, and make
available to its security holders, as soon as reasonably practicable, but not
later than 18 months after the effective date of the registration statement, an
earnings statement covering the period of at least 12 months beginning with the
first full month after the effective date of such registration statement, which
earnings statement shall satisfy the provisions of Section 10(a) of
the Securities Act and Rule 158 promulgated thereunder;  19


(xv)  make available for inspection by any selling
Stockholder of Registrable Securities, any underwriter participating in any
disposition pursuant to such registration statement and any attorney,
accountant or other agent retained by any such Stockholder or underwriter, all
financial and other records, pertinent corporate documents and properties of
the Company, and cause the Companys officers, Directors, employees and
independent accountants to supply all information reasonably requested by any
such Stockholder, underwriter, attorney, accountant or agent in connection with
such registration statement;  (xvi)  permit any selling Stockholder of Registrable
Securities that, in its sole and exclusive judgment, might be deemed to be an
underwriter or a controlling Person of the Company to participate in the
preparation of such registration or comparable statement and to require the
insertion therein of material, furnished to the Company in writing, which in
the reasonable judgment of the Stockholder and its counsel should be included;  (xvii)  if requested by the managing underwriter or agent or
any selling Stockholder 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
Stockholder reasonably requests to be included therein, including, with respect
to the number of Registrable Securities being sold by such Stockholder 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 reasonably practicable after being notified of the matters
incorporated in such prospectus supplement or post-effective amendment;  (xviii)  cause the Companys executive officers to use, in
accordance with customary practice, their commercially reasonable best efforts
to support the marketing of the Registrable Securities, which may include
participating in a so-called road show if requested and deemed advisable by
the managing underwriter or underwriters; and  (xix)  use commercially reasonable efforts to take all other
steps customary or necessary to effect the registration and sale of the
Registrable Securities as contemplated hereby.  (b)  For
purposes of Section 9.4(a), and with respect to registration required
pursuant to Section 9.1, (i) the period of distribution of
Registrable Securities in a firm commitment underwritten public offering will
be deemed to extend until each underwriter has completed the distribution of all
securities purchased by it (or such shorter period as may be required in the
underwriting agreement) and (ii) the period of distribution of Registrable
Securities in any other registration will be deemed to extend until the earlier
of the sale of all Registrable Securities covered thereby and 60 days after the
effective date thereof.  (c)  All fees, costs and expenses incurred in connection with
each registration or attempted registration pursuant to Section 9.1 or
9.2, including all registration, filing and qualification fees, word
processing, duplicating, printers and accounting costs and fees (including the
expenses of any special audits or cold comfort  20


letters required by or incident to the Companys performance of its
obligations under Section 9.4), fees of the National Association of
Securities Dealers, Inc., listing fees, fees and expenses of complying
with state securities or blue sky laws, fees and disbursements of counsel for
the Company, fees and disbursements of underwriters customarily paid by the
issuers or sellers of securities and fees and expenses of the counsel to the
Stockholders participating therein), but excluding any underwriting discounts
or commissions (Registration Expenses), shall be paid by the Company.
However, the Company will not be required to pay the fees and expenses of more
than one counsel for Ripplewood and one other counsel for all other
Stockholders of Registrable Securities participating therein.  9.5           Rule 144.  (a)  With a view to making available the benefits of certain rules and
regulations of the SEC that may permit the sale of the Registrable Securities
to the public without registration, the Company agrees that, after such time as
the Company shall have consummated its Initial Public Offering, it will:  (i)  make and keep public
information available, as those terms are understood and defined in Rule 144;  (ii)  use commercially
reasonable efforts to file with the SEC in a timely manner all reports and other
documents required to be filed by the Company under the Securities Act and the
Exchange Act;  (iii)  furnish to each
Stockholder forthwith upon written request (i) a written statement by the
Company as to its compliance with the reporting requirements of Rule 144,
the Securities Act and the Exchange Act, (ii) a copy of the most recent
annual or quarterly report of the Company, and (iii) such other reports
and documents so filed by the Company as such Stockholder may reasonably
request in availing itself of Rule 144; and  (iv)  upon the reasonable request
of an Original Stockholder, provide reasonable cooperation in connection with
the marketing of a block trade of Registrable Securities by such Stockholder.  (b)  After such time as the Company shall have consummated
its Initial Public Offering, any Transfer pursuant to and in accordance with
the provisions of Rule 144 shall not be subject to the provisions or
procedures set forth in Section 3(c) or Section 4 above (but,
for the avoidance of doubt, shall be subject to the remaining provisions of Section 3
above).  9.6           Indemnification.
In the event the Company files any registration statement under the Securities
Act or the Exchange Act, this Section 9.6 shall apply.  (a)  The Company shall indemnify and hold harmless each
Stockholder and each such Stockholders directors, officers and each Person, if
any, who controls such Stockholder, as the case may be, within the meaning of
either Section 15 of the Securities Act or Section 20 of the Exchange
Act, from and against any and all losses, claims, damages and liabilities
(including any legal or other expenses reasonably incurred in  21


connection
with defending or investigating any such action or claim) to which they may
become subject under the Securities Act or otherwise, including any amount paid
in settlement of any litigation commenced or threatened, insofar as such
losses, claims, damages or liabilities (or actions or proceedings in respect
thereof, whether or not such indemnified person is a party thereto) arise out
of or are based on any untrue or alleged untrue statement of a material fact
contained in such registration statement, preliminary prospectus, final
prospectus or amendments or supplements thereto or arise out of or are based
upon any omission or alleged omission to state therein a material fact required
to be stated therein or necessary to make, in light of the circumstances under
which they were made, the statements therein not misleading;provided,
however, that the Company
shall not be liable to any Stockholder or such Stockholders directors or
officers or controlling Persons, in any such case, for any such loss, claim,
damage or liability (or action or proceeding in respect thereof, whether or not
such indemnified person is a party thereto) to the extent that it arises out of
or is based upon an untrue statement or alleged untrue statement or omission or
alleged omission made in connection with such registration statement,
preliminary prospectus, final prospectus or amendments or supplements thereto,
in conformity with written information relating to such Stockholder furnished
to the Company by such Stockholder expressly for inclusion therein in
connection with such registration; provided  further,  however, that as to any preliminary prospectus or any
final prospectus, this indemnity agreement shall not inure to the benefit of
any Stockholder or any such Stockholders directors or officers or controlling
Persons, on account of any loss, claim, damage or liability arising from the
sale of Registrable Securities to any Person by such Stockholder, if such
Stockholder or its representatives failed to send or give a copy of the final
prospectus or a prospectus supplement, as the case may be (excluding documents
incorporated by reference therein), as the same may be amended or supplemented,
to that Person within the time required by the Securities Act, and the untrue
statement or alleged untrue statement of a material fact or omission or alleged
omission to state a material fact in such preliminary prospectus or final
prospectus was corrected in the final prospectus or such prospectus supplement,
as the case may be (excluding documents incorporated by reference therein),
unless such failure resulted from the non-compliance by the Company with Section 9.4(a)(viii).
Such indemnity shall remain in full force and effect regardless of any
investigation made by or on behalf of any such Stockholder or any such
Stockholders directors or officers or controlling Persons and shall survive
the transfer of such securities by such Stockholder.  (b)Each
Stockholder requesting or joining in a registration, severally and not jointly,
shall indemnify and hold harmless the Company, each of its Directors and
officers and each Person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the
Exchange Act to the same extent as the foregoing indemnity from the Company to
the Stockholders but only with reference to written information relating to
such Stockholder furnished to the Company by such Stockholder expressly for
inclusion in connection with such registration; provided, however, that the liability of each Stockholder
hereunder shall not exceed the net proceeds received by such Stockholder from
the sale of Registrable Securities covered by such registration.  (c)In
case any proceeding (including any governmental investigation) shall be
instituted involving any Person in respect of which indemnity may be sought
pursuant to  22


either
Section 9.6(a) or (b), such Person (theRegistration
Indemnified Party) shall
promptly notify the Person against whom such indemnity may be sought (the Registration
Indemnifying Party) in writing and
the Registration Indemnifying Party, upon request of the Registration
Indemnified Party, shall retain counsel reasonably satisfactory to the
Registration Indemnified Party to represent the Registration Indemnified Party
and any others the Registration Indemnifying Party may designate in such
proceeding and shall pay the reasonable fees and disbursements of such counsel
related to such proceeding, and the Registration Indemnifying Party shall, at
its election and at the expense of the Registration Indemnifying Party, assume
the defense thereof. In any such proceeding, any Registration Indemnified Party
shall have the right to retain its own counsel, but the fees and expenses of
such counsel shall be at the expense of such Registration Indemnified Party
unless (i) the Registration Indemnifying Party and the Registration
Indemnified Party shall have mutually agreed to the retention of such counsel
or (ii) the named parties to any such proceeding (including any impleaded
parties) include both the Registration Indemnifying Party and the Registration
Indemnified Party and representation of both parties by the same counsel would
be, in the reasonable opinion of counsel to the Registration Indemnified Party,
inappropriate due to actual or potential differing interests between them, in
which event the fees and expenses of such counsel shall be borne by the
Registration Indemnifying Party. It is understood that the Registration
Indemnifying Party shall not, in respect of the legal expenses of any Registration
Indemnified Party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one
separate firm (in addition to any local counsel) for all such indemnified
parties and that all such fees and expenses shall be reimbursed as they are
incurred. Such firm shall be designated in writing by the affected
Stockholder(s), in the case of parties indemnified pursuant to Section 9.6(a),
and by the Company, in the case of parties indemnified pursuant to Section 9.6(b).
The Registration Indemnifying Party shall not be liable for any settlement of
any proceeding effected without its written consent (which shall not be
unreasonably withheld or delayed), but if settled with such consent or if there
shall be a final judgment for the plaintiff, the Registration Indemnifying
Party agrees to indemnify the Registration Indemnified Party from and against
any loss or liability by reason of such settlement or judgment. No Registration
Indemnifying Party shall, without the prior written consent of the Registration
Indemnified Party, effect any settlement of any pending or threatened
proceeding in respect of which any Registration Indemnified Party is or could
have been a party and indemnity could have been sought hereunder by such
Registration Indemnified Party, unless such settlement includes an
unconditional release of such Registration Indemnified Party from all liability
on claims that are the subject matter of such proceeding.  (d) If
the indemnification provided for in this Section 9.6 is held by a court of
competent jurisdiction to be unavailable to any Person entitled to
indemnification hereunder with respect to any losses, claims, damages,
liabilities and expenses referred to herein, then the Registration Indemnifying
Party, in lieu of indemnifying such Registration Indemnified Party hereunder,
shall contribute to the amount paid or payable by such Registration Indemnified
Party as a result of such loss, claim, damage, liability or expense (i) in
such proportion as is appropriate to reflect the relative benefits received by
the Registration Indemnifying Party and the Registration Indemnified Party from
the distribution of the Registrable Securities or (ii) if the allocation
provided by clause (i) above is not permitted by applicable law, in such
proportion as is appropriate to reflect  23


not
only the relative benefits referred to in clause (i) above but also the
relative fault of the Registration Indemnifying Party and of the Registration
Indemnified Party in connection with the statements or omissions which resulted
in such loss, claim, damage, liability or expense, as well as any other
relevant equitable considerations. The relative benefits received by the
Company, on the one hand, and the selling Stockholder of Registrable Securities
or underwriter, as the case may be, on the other hand, in connection with the
distribution of the Registrable Securities shall be deemed to be in the same
proportion as the total net proceeds received by the Company from the offering
bear to the total net proceeds received by such Stockholder from the offering
or the underwriting discounts and commissions received by the underwriter in
such offering, as the case may be. The relative fault of the Registration
Indemnifying Party and of the Registration Indemnified Party shall be
determined by reference to, among other things, whether the untrue statement or
alleged untrue statement of a material fact or omission or alleged omission to
state a material fact relates to information supplied by the Registration
Indemnifying Party, the Registration Indemnified Party or the underwriter and
the parties relative intent, knowledge, access to information and opportunity
to correct or prevent such statement or omission;provided that the foregoing contribution agreement
shall not inure to the benefit of any Registration Indemnified Party if
indemnification would be unavailable to such Registration Indemnified Party by
reason of the provisions of Sections 9.6(a) or (b), and in no event shall
the obligation of any Registration Indemnifying Party to contribute under this
clause (d) exceed the amount that such Registration Indemnifying Party
would have been obligated to pay by way of indemnification if the
indemnification provided for under Sections 9.6(a) or (b) had been
available under the circumstances.  9.7Lock-up.  (a)Each
Stockholder that holds Registrable Securities that could be included in a
registration statement pursuant to Section 9.2 shall, in connection with
any registration by the Company of any Stock (including Registrable
Securities), at the request of the Company, promptly cease to effect any sale,
disposition or distribution of any Stock (other than any included in the registration)
without the prior written consent of the Company for a period beginning from
the time the Company gives notice to each Stockholder of its intention to file
a registration statement and ending upon the earlier of the expiration of the
lock-up period imposed on the Company under the underwriting agreement (if
any) relating to an underwritten offering covered by such registration
statement, the date such registration statement is withdrawn or abandoned, or
60 days after the effective date of such registration statement in the case of
a registration that is not an underwritten offering, except to the extent the
Company and the underwriter or underwriters each conclude that Stockholders
holding less than a minimum ownership percentage of outstanding Stock need not
be subject to the lock-up period.  (b)The
Company agrees (i) not to effect any public offer, sale or distribution of
Stock for a period beginning from the time the Company gives notice to each
Stockholder pursuant to this Section 9 of its intention to file a
registration statement to which Section 9.1 or 9.2 applies and 90 days
after the effective date of such registration statement (180 days after such
effective date in the case of the Initial Public Offering), and (ii) to
use commercially reasonable efforts to cause each Stockholder to agree not to
effect any sale, disposition or distribution of any Stock during such period
(other than any  24


included
in the registration) without the prior written consent of the Company for a
period beginning from the time the Company gives notice to each Stockholder of
its intention to file a registration statement and ending upon the earlier of
the expiration of the lock-up period imposed on the Company under the
underwriting agreement (if any) relating to an underwritten offering covered by
such registration statement, the date such registration statement is withdrawn
or abandoned, or 60 days after the effective date of such registration
statement in the case of an registration that is not an underwritten offering.  Section 10.             Indemnification.  (a)To
the fullest extent permitted by law, none of the Stockholders, their respective
Affiliates, nor any of their respective partners, members, shareholders, directors,
officers, employees, agents, consultants, legal or other advisors, nor the
Directors (each, an Indemnified Party), shall be liable to the Company
or to any Stockholder for (i) any act or omission by such Indemnified
Party in connection with the conduct of the affairs of the Company or otherwise
in connection with this Agreement or the matters contemplated herein, unless
such act or omission resulted from gross negligence or willful misconduct by
such Indemnified Party or (ii) any act or omission of any broker or other
agent or representative of the Company.  (b)No
Stockholder shall have any personal liability whatsoever in its capacity as a
Stockholder, whether to the Company, to any of the other Stockholders or to the
creditors of the Company, including, without limitation, for the debts,
liabilities, contracts or other obligations of the Company or for any losses of
the Company.  (c)To
the fullest extent permitted by law, the Company shall indemnify and save
harmless each Indemnified Party from and against any and all claims,
liabilities, damages, losses, costs and expenses (including amounts paid in
satisfaction of judgments, in compromises and settlements, as fines and
penalties and legal or other costs and reasonable expenses of investigating or
defending against any claim or alleged claim) of any nature whatsoever, known
or unknown, liquidated or unliquidated, that are incurred by any Indemnified
Party and arise out of or in connection with the affairs of the Company,
including acting as a Director or the equivalent of the Company, or the
performance by such Indemnified Party of any of the Boards responsibilities
hereunder or otherwise in connection with the matters contemplated herein; provided
that each Indemnified Party shall be entitled to indemnification hereunder only
to the extent that such Indemnified Partys conduct did not constitute gross
negligence or willful misconduct.  The
satisfaction of any indemnification and any saving harmless pursuant to this Section 10
shall be from and limited to the Companys assets, and no Stockholder shall
have any personal liability on account thereof.  (d)Expenses
reasonably incurred by an Indemnified Party in defense or settlement of any
claim that may be subject to a right of indemnification hereunder shall be
advanced by the Company prior to the final disposition thereof upon receipt of
an undertaking by or on behalf of the Indemnified Party to repay such amount to
the extent that it shall be determined ultimately that such Indemnified Party is
not entitled to be indemnified hereunder.  25


(e)  The right of any Indemnified
Party to the indemnification provided herein shall be cumulative of, and in
addition to, any and all rights to which such Indemnified Party may otherwise
be entitled by contract or as a matter of law or equity and shall extend to
such Indemnified Partys successors, assigns and legal representatives.  (f)  Any Indemnified Party shall be
deemed to be a creditor of the Company with respect to any amounts payable to
such Indemnified Party pursuant to this Section 10.  Section 11.             Legend.
Each Stockholder and the Company shall take all action necessary to cause each
certificate representing outstanding shares of Stock owned by a Stockholder to
bear legends containing substantially the following words:  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE SECURITIES ACT), OR
THE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES. THE SECURITIES MAY NOT
BE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE
SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN
APPLICABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT
AND SUCH LAWS.  THE SALE, TRANSFER, ASSIGNMENT, DISTRIBUTION, PLEDGE, ENCUMBRANCE OR
OTHER DISPOSITION (EACH A TRANSFER) AND VOTING OF ANY OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE ARE RESTRICTED BY THE TERMS OF A
STOCKHOLDERS AGREEMENT DATED AS OF JANUARY 23, 2007 (THE STOCKHOLDERS
AGREEMENT) AMONG THE COMPANY AND THE STOCKHOLDERS NAMED THEREIN, A COPY OF
WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY. THE COMPANY WILL NOT
REGISTER THE TRANSFER OF SUCH SECURITIES ON THE BOOKS OF THE COMPANY UNLESS AND
UNTIL THE TRANSFER HAS BEEN MADE IN COMPLIANCE WITH THE TERMS OF THE
STOCKHOLDERS AGREEMENT.  The requirement that the above securities legend be placed upon
certificates evidencing shares of Stock shall terminate upon the earliest of
the following events: (i) when such shares of Stock are Transferred
pursuant to an effective registration statement under the Securities Act or (ii) when
such shares of Stock are Transferred in any other transaction if the seller
delivers to the Company an opinion of its counsel, which counsel  26


and
opinion shall be reasonably satisfactory to the Company, or a no-action
letter from the staff of the SEC, in either case to the effect that such legend
is no longer necessary in order to protect the Company against a violation by
it of the Securities Act upon any sale or other disposition of such shares of
Stock without registration thereunder. The requirement that the above
stockholders agreement legend be placed upon certificates evidencing shares of
Stock shall terminate upon a Transfer of Stock to a Transferee that is not
required to become party to this Agreement. Upon the consummation of any event
requiring the removal of a legend hereunder, the Company, upon the surrender of
certificates containing such legend, shall, at its own expense, deliver to the
Stockholder of any such shares of Stock as to which the requirement for such
legend shall have terminated, one or more new certificates evidencing such
shares of Stock not bearing such legend.  Section 12.Representations and
Warranties.Each of the Stockholders, severally and not
jointly, hereby represents and warrants to the other Stockholders and to the
Company as follows:  (a)  Authorization.The Stockholder has the
power and authority to enter into this Agreement and all other documents and instruments
executed or to be executed by the Stockholder pursuant to this Agreement. The
execution and delivery of this Agreement and all other documents and
instruments executed or to be executed by the Stockholder pursuant to this
Agreement, and the consummation of the transactions contemplated hereby and
thereby, have been duly authorized by all necessary action on the part of the
Stockholder. This Agreement and all other documents and instruments executed or
to be executed by the Stockholder pursuant to this Agreement have been, or will
have been, at the time of their respective execution and delivery, duly
executed and delivered by a Person duly authorized to execute and deliver this
Agreement and such other documents and instruments on behalf of the Stockholder.  (b)  Compliance with Other Instruments and Laws.The execution
and delivery of this Agreement and all other documents and instruments executed
or to be executed by the Stockholder pursuant to this Agreement, and the
consummation of the transactions contemplated hereby and thereby, will not
conflict with or result in any violation of or default under any provision of (i) the
organizational documents of the Stockholder or (ii) any mortgage,
indenture, trust, lease, partnership or other agreement or other instrument,
permit, concession, grant, franchise, license, judgment, order, decree,
statute, law, ordinance, rule or regulation applicable to the Stockholder
or any of its properties or assets except in the case of clause (ii) for
any such conflicts, violations or defaults which would not have a material
adverse effect on the validity or enforceability of this Agreement.  (c)  Authorizations and Consents.No consent,
approval or authorization is required to be obtained or made by the Stockholder
in connection with its execution, delivery or performance of this Agreement or
the validity and enforceability of this Agreement, other than under
circumstances where the failure to obtain such consent, approval or
authorization would not have a material adverse effect on the validity or
enforceability of this Agreement.  27


(d)  Litigation.No action,
suit, proceeding or governmental investigation is pending against the
Stockholder at law or in equity or before any governmental authority that seeks
to question, delay or preventtheconsummation of
the transactions contemplated hereby.  (e)  Information
and Experience.The Stockholder has made detailed inquiry
concerning the Company and has received any and all written information which
it has requested and all questions and inquiries have been answered to its
satisfaction. The Stockholder has such knowledge and experience in financial
and business matters as to be capable of evaluating the merits and risks of an
investment in the Stock, is able to bear the risks of an investment in the
Stock and understands the risks of, and other considerations relating to, a
purchase of the Stock. Other than as set forth in the Agreement, the
Stockholder is not relying upon any other information, representation or
warranty by Ripplewood, the Company or any agent of either of them in
determining to invest in the Company. The Stockholder has consulted with its
own advisers as to the financial, tax, legal and related matters concerning an
investment in the Stock and, on that basis, believes that an investment in the
Stock is suitable and appropriate for the Stockholder. The Stockholder has no
need for immediate liquidity in the Stockholders investment in the Stock.  (f)  Interests
Acquired for Investment Purposes.The Stock to be acquired
hereunder is being acquired by the Stockholder for its own account for
investment purposes only and not with a view to resale or distribution. The
Stockholder understands that the Stock has not been registered under the
Securities Act, the securities laws of any U.S. state or the securities laws of
any other jurisdiction, nor is such registration contemplated. The Stockholder
understands and agrees further that shares of the Stock must be held indefinitely
unless they are subsequently registered under the Securities Act and such laws
or an exemption from registration under the Securities Act and such laws
covering the sale of the Stock is available and that even if such an exemption
is available, the assignability and transferability of the Stock will be
governed by this Agreement, which imposes substantial restrictions on transfer.
The Stockholder understands that legends as set forth in Section 11 will
be placed on all documents evidencing the Stock.  (g)  Tax.The
Stockholder does not and will not have any pre-existing commitment at the
Effective Time to transfer its Stock to any other Person (except as described
under Section 351(c) of the Code).  (h)  Accredited
Investor.The Stockholder is an accredited investor as
defined in Rule 501(a) promulgated under Regulation D of the
Securities Act.  (i)  Financial
Capability.The Stockholder and its Affiliates, after making
any requisite capital calls, will have the financial capacity to complete the
transactions contemplated by this Agreement.  (j)  Brokers.The
Stockholder has not retained any finder, broker, agent, financial advisor, purchaser
representative (as defined in Rule 501(h) promulgated under
Regulation D of the Securities Act) or other intermediary in connection with
the transactions contemplated by this Agreement. No agent, broker or other
Person acting on  28


behalf
of the Stockholder is, or will be, entitled to any commission or brokers or
finders fees from the Stockholder, or from any Affiliate of the Stockholder,
in connection with any of the transactions contemplated herein.  (k) The
Stockholder hereby agrees to indemnify and hold harmless the Company from any
liability for any compensation or other fees or expenses of any such
intermediary, agent, broker or other Person described in Section 12(i) retained
by such Stockholder and the fees and expenses of defending against such
liability or alleged liability.  Section 13.Management Rights.  (a)  With respect to each VCOC Stockholder, the Company
hereby agrees that for so long as such VCOC Stockholder continues to hold any
Stock, the Company shall, with respect to such VCOC Stockholder:  (b)  provide the VCOC Stockholder or a designated
representative thereof with (A) upon reasonable notice, at reasonable
times, from time to time, the right to inspect and copy the books and records
of the Company and its subsidiaries, (B) upon reasonable notice, at
reasonable times, from time to time, the right to visit and inspect the
properties of the Company and its subsidiaries, (C) copies of all audited
financial statements of the Company and its subsidiaries and (D) copies of
all materials provided to the Board;  (c)  make appropriate officers and/or Directors of the
Company and the Surviving Corporation available periodically for consultation
with the VCOC Stockholder or a designated representative thereof with respect
to matters relating to the business and affairs of the Company and its subsidiaries,
including significant changes in management personnel and compensation of
employees, introduction of new products or new lines of business, important
acquisitions or dispositions of plants and equipment, significant research and
development programs, the purchasing or selling of important trademarks,
licenses or concessions or the proposed commencement or compromise of
significant litigation;  (d)  inform the VCOC Stockholder or a designated
representative thereof in advance with respect to any significant corporate
actions, including extraordinary dividends, mergers, acquisitions or
dispositions of assets, issuances of significant amounts of debt or equity and
material amendments to the certificate of incorporation or bylaws of the
Company and the Surviving Corporation, and upon reasonable notice, at
reasonable times, from time to time, provide the VCOC Stockholder or a
designated representative thereof with the right to consult with the Company
and the Surviving Corporation with respect to such actions; and  (e)  provide the VCOC Stockholder or a designated
representative thereof with such other rights of consultation as may be
reasonably necessary to qualify its investment in the Company as a venture
capital investment for purposes of the United States Department of Labor
Regulation published at 29 C.F.R. Section 2510.3-101(d)(3)(i).  29


The
Company agrees to consider, in good faith, the recommendations of each VCOC
Stockholder or its designated representative in connection with the matters on
which it is consulted as described above, it being understood that the ultimate
discretion with respect to such matters shall be retained by the Company.  Section 14.             Reports
to Stockholders.  (a)  Books, Records and Accounts. Appropriate books,
records and accounts shall be kept by the Company at the principal place of
business of the Company or such other place as the Board shall determine in its
discretion. Except as otherwise expressly provided herein, such books and
records shall be maintained on a basis that allows the proper preparation of
the financial statements and tax returns of the Company. Upon furnishing
reasonable advance notice to the Company, each Stockholder or its duly
authorized representative shall have access to all books, records and accounts
of the Company and its subsidiaries and the right to make copies thereof for
any purpose reasonably related to the Stockholders interest as a Stockholder
of the Company at any reasonable time during normal business hours of the
Company, in each case, under such conditions and restrictions as the Board may
reasonably prescribe.  (b)  Reports to Stockholders. (i) As soon as
practicable after the audited consolidated financial statements of the Company
and its subsidiaries are available for each fiscal year of the Company, the
Company shall send to each Stockholder:  (A) copies of such information as may be
required for applicable income tax reporting purposes arising by reason of the
Stockholders investment in the Company;  (B) the following annual audited consolidated
financial statements of the Company and its subsidiaries prepared on the basis
of generally accepted accounting principles in the United States:  (1)           a
balance sheet as of the end of such period,  (2)           a statement of income or loss for such period, and  (3)           a statement of cash flows for such period; and  (C) in the case of the financial statements for
the Company with respect to any fiscal year, an opinion of the independent
auditors of the Company based upon their audit of the financial statements
referred to in clause (B) above.  (ii)  As
soon as practicable after the unaudited consolidated financial statements of
the Company and its subsidiaries are available for each fiscal quarter of the
Company, the Company shall send to each Stockholder the following unaudited
quarterly consolidated financial statements of the Company and its subsidiaries
prepared on the basis of generally accepted accounting principles in the United
States:  30


(A)          a balance sheet as of
the end of such period,  (B)           a statement of
income or loss for such period, and  (C)           a statement of cash
flows for such period.  (iii)  As soon as practicable after the end of each calendar
month, the Company shall send to each Stockholder any management reports, key
performance indicators and financial reports for banks lending funds to the
Company or any of its subsidiaries prepared by the Company or any such
subsidiary for such period;providedthat neither
the Company nor any subsidiary thereof shall be deemed to be required to
prepare any of the foregoing solely as a result of this Section 14(b)(iii).  (iv)  The financial statements referenced in this Section 14(b) shall
be expressed in U.S. dollars.  (v)  This Section 14(b) shall terminate upon an
Initial Public Offering and, with respect to any Stockholder, when such
Stockholder and its Affiliates cease to own at least 2% of the issued and
outstanding Stock.  Section 15.Expenses and Fees.  (a)  Other Expenses.The Company shall pay any
and all fees and expenses incurred by the Original Stockholders and the Company
in connection with the transactions contemplated hereby and the Merger
Agreement (including expenses incurred in connection with the Acquisition and
the Combination).  (b)  Management Services Agreement.The
Stockholders acknowledge that the Company shall annually pay to the Original
Stockholders or their respective designees their respective management fee as
required pursuant to the Management Services Agreement.  Section 16.Miscellaneous.  (a)Consent to
Jurisdiction.Each party hereto irrevocably submits to the
exclusive jurisdiction of (i) the Court of Chancery of the State of
Delaware and (ii) the United States District Court for the District of
Delaware for purposes of any suit, action or other proceeding arising out of
this Agreement. Each party agrees to commence any such suit, action or
proceeding either in the Court of Chancery of the State of Delaware or the
United States District Court for the District of Delaware. Each party hereto
hereby irrevocably waives, and agrees not to assert, by way of motion, as a
defense, counterclaim or otherwise, in any suit, action or proceeding with
respect to this Agreement, any claim that it is not personally subject to the
jurisdiction of the above-named courts for any reason other than the failure to
serve process in accordance with this Section 16(a), that its property is
exempt or immune from jurisdiction of any such court or from any legal process
commenced in such courts (whether through service of notice, attachment prior
to judgment, attachment in aid of execution of judgment, execution of judgment
or otherwise), and to the fullest extent permitted by applicable law, that the
suit, action or proceeding in any such court is brought in an inconvenient
forum, or that this Agreement,  31


or
the subject matter hereof, may not be enforced in or by such courts and further
irrevocably waives, to the fullest extent permitted by applicable law, the
benefit of any defense that would hinder, fetter or delay the levy, execution
or collection of any amount to which the party is entitled pursuant to the
final judgment of any court having jurisdiction. Each party irrevocably
consents to the service of process out of any of the aforementioned courts in
any such suit, action or proceeding by the mailing of copies thereof by
registered airmail, postage prepaid, to such party at its address set forth in
this Agreement, such service of process to be effective upon acknowledgement of
receipt of such registered mail. Nothing herein shall affect the right of any
party to serve process in any other manner permitted by law or to commence
legal proceedings or otherwise proceed against the other party in any other
jurisdiction in which the other party may be subject to suit.  (b)  Governing
Law. This Agreement shall be governed by and construed in accordance with
the internal laws of the State of Delaware applicable to agreements made and to
be performed entirely within such State, without regard to conflict of laws
principles of such State.  (c)  Successor
and Assigns. This Agreement and the rights and duties of the parties hereto
shall be binding upon and shall inure to the benefit of the parties hereto and
their respective executors, administrators, heirs, successors and permitted
assigns; provided that no Person (other than an Affiliate Transferee or
Permitted Transferee) claiming by, through or under a Stockholder (whether such
Stockholders executor, administrator, heir, successor or permitted Assignee),
as distinct from such Stockholder itself, shall have any rights as, or in
respect of, a Stockholder (including the right to approve or vote on any matter
or to notice thereof). In the event of any merger, consolidation or other
business combination of the Company with any of its Affiliates, each of the
parties hereto or their permitted Assignees (or, if different, the surviving
entity of the merger, consolidation or other business combination) shall
execute a stockholders agreement with terms that are substantially equivalent
to this Agreement (including the registration rights provided for in Section 9
hereof). Notwithstanding anything in this Agreement to the contrary, neither
this Agreement, nor any right, remedy, obligation or liability arising
hereunder shall be assignable by any party other than in connection with a
Transfer of Stock permitted by the terms of this Agreement.  (d)  Further
Assurances. Each Stockholder shall take all necessary or desirable actions
within its control (including, without limitation, attending all meetings in
person or by proxy for purposes of obtaining a quorum and executing all written
consents in lieu of meetings, as applicable), and the Company shall take all
necessary and desirable actions within its control (including, without
limitation, calling special Board and Stockholder meetings), to effectuate the
provisions of this Agreement, including, but not limited to, the election of
the Directors pursuant to Section 7(a).  (e)  Confidentiality.
Each Stockholder will maintain the confidentiality of any and all materials of
any kind, including but not limited to management presentations, the subject
matter of meetings and any other information relating to the business,
financial structure, financial position or financial results, clients or
affairs of the Company, or any entity owned directly or indirectly by the
Company, that shall not be generally known to  32


the
public received by such Stockholder, except (A) as otherwise required by
governmental regulatory agencies, self-regulating bodies, stock exchanges or
equivalent bodies, law or legal process or (B) for disclosures to directors,
officers, employees, partners, members, shareholders, representatives and
advisors of such Stockholder and its Affiliates who need to know the
information and who are informed of the confidential nature of the information
and agree to keep such information confidential. Each Stockholder further
agrees to destroy or return to the Company any such confidential information in
the event it ceases to be a Stockholder.  (f)  Amendments.
Except as required by law, this Agreement may not be amended or supplemented
without the written consent of Ripplewood, the Company and a majority in
interest of the Other Stockholders; provided that no such amendment
shall materially adversely affect the interests of a Stockholder without the
written consent of such Stockholder so affected. The Board shall provide a copy
of all amendments approved pursuant to this Section 16(f) to the
Stockholders.  (g)  Notices. All notices, requests, claims, demands
and other communications under this Agreement shall be in writing and shall be
deemed given upon receipt by the parties at (i) in the case of any
Stockholder, at the address or fax number of such Stockholder as set forth in
the Companys books and records (or at such other address as shall be specified
by such Stockholder by like notice) or (ii) in the case of the Company, at
the following address (or at such other address as shall be specified by the
Company by like notice):  RDA
Holding Co. c/o
Ripplewood Holdings L.L.C. One
Rockefeller Plaza,32ndFloor New
York, New York 10020 Attn:
Christopher Minnetian, General Counsel Fax:
(212) 218-2769  with
a copy to:  Cravath,
Swaine & Moore LLP Worldwide
Plaza 825
Eighth Avenue New
York, New York 10019 Attn:
Peter S. Wilson, Esq. Fax:
(212) 474-3700  Each
such notice shall be effective if given by fax, upon dispatch (with
confirmation of receipt), or if otherwise, upon delivery to the address of such
Stockholder.  (h)  Counterparts. This Agreement may be executed in
one or more original or facsimile or electronically transmitted counterparts,
all of which shall be considered one and the same agreement and shall become
effective when one or more counterparts have been signed by each of the parties
and delivered to the other parties.  33


(i)  Entire Agreement; No Third-Party Beneficiaries.
This Agreement, taken together with the other documents and agreements referred
to herein or entered into concurrently herewith, (a) constitute the entire
agreement, and supersede all prior agreements and understandings, both written
and oral, among the parties with respect to the subject matter contained herein
and (b) except for Sections 9.6 and 10, are not intended to confer upon
any Person other than the parties hereto any rights or remedies. Notwithstanding
the foregoing, each VCOC Stockholder that is not a signatory to this Agreement
shall have the rights and obligations under Section 13 as if a signatory
to this Agreement.  (j)  Severability.
If any term or other provision of this Agreement is invalid, illegal or
incapable of being enforced by any rule or law, or public policy, all
other conditions and provisions of this Agreement shall nevertheless remain in
full force and effect so long as the economic or legal substance of the
transactions contemplated hereby is not affected in any manner materially
adverse to any party. Upon such determination that any term or other provision
is invalid, illegal or incapable of being enforced, the parties hereto shall
negotiate in good faith to modify this Agreement so as to effect the original
intent of the parties as closely as possible in an acceptable manner to the end
that transactions contemplated hereby are fulfilled to the extent possible.  (k)  Section Titles.
Section titles are for descriptive purposes only and shall not control or
alter the meaning of this Agreement as set forth in the text hereof.  (1)  Waiver
of Jury Trial. The Stockholders hereby irrevocably and unconditionally
waive trial by jury in any legal action or proceeding relating to this
Agreement in any jurisdiction in which a jury trial in such an action or
proceeding would be permitted.  (m)  Tax
Treatment. For U.S. Federal income tax purposes, the parties hereto intend
that (x) the contribution of capital by the Original Stockholders and the
other common and preferred equity investors in the Company in connection with
the Acquisition and (y) the Combination shall together constitute a
transaction described under Section 351 of the Code. Each party will (and
will cause its Affiliates to) not take any action and will not fail to take any
action which action or failure to act would be reasonably expected to prevent
the tax treatment intended by this Section 16(m). The parties hereto shall
not (and will cause their Affiliates to not) take any position inconsistent
with such tax treatment on any return or filing or otherwise with any taxing
authority unless otherwise required by applicable law.  Section 17.       Effectiveness
of Agreement; Termination. Notwithstanding anything in this Agreement to
the contrary, this Agreement shall be effective immediately following the
Closing and shall terminate and be of no further effect upon termination of the
Merger Agreement in accordance with its terms; provided such termination
of the Merger Agreement occurs prior to the consummation of the Merger.  [Signature page to follow.]  34


IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the day and
year first above written.  RDA
  HOLDING CO.,by
  /s/
  Christopher MinnetianName:Title:  RDA
  INVESTORS I, LLC,by
  /s/
  Christopher MinnetianName:Title:  RDA
  INVESTORS II, LLC,by
  /s/
  Christopher MinnetianName:Title:  RDA
  INVESTORS III, LLC,by
  /s/
  Christopher MinnetianName:Title:  J.
  ROTHSCHILD GROUP (GUERNSEY) LTD.,by
  /s/
  Mark Le RayName:
  Mark Le RayTitle:
  Director  35


GOLDENTREE ASSET MANAGEMENT, LP.,not in its individual and principal capacity, but
  asinvestment advisor to one or more managedfunds/clientsby
  /s/
  Steven ShapiroName:
  Steven ShapiroTitle:
  Partner/Portfolio Manager  36