THE HOLDERS RECEIVE COPIES OF A SUPPLEMENT
OR AMENDMENT TO THE PROSPECTUS INCLUDED IN THE APPLICABLE REGISTRATION STATEMENT
AS CONTEMPLATED IN SECTION 2.5(E); AND (III) UPON THE OCCURRENCE OF ANY OF THE
EVENTS SPECIFIED IN SECTION 2.5(I), UNTIL THE TIME THE COMPANY NOTIFIES THE
HOLDERS IN WRITING THAT SUCH SUSPENSION IS NO LONGER EFFECTIVE.
2.3
PIGGYBACK REGISTRATION.
(A)
WHENEVER THE COMPANY PROPOSES TO REGISTER ANY OF ITS SECURITIES UNDER THE
SECURITIES ACT (OTHER THAN PURSUANT TO A REGISTRATION PURSUANT TO SECTION 2.2, A
REGISTRATION ON FORM S-4 OR S-8 OR ANY SUCCESSOR OR SIMILAR FORMS, OR THE
INITIAL REGISTRATION STATEMENT, OR ANY SUBSEQUENT RESALE REGISTRATION STATEMENT,
FILED PURSUANT TO SECTION 2.2 OF THE REGISTRATION RIGHTS AGREEMENT DATED AS OF
MARCH 1, 2007, BY AND AMONG THE COMPANY, TONTINE CAPITAL PARTNERS, L.P., AND
TONTINE CAPITAL OVERSEAS MASTER FUND, L.P., AS AMENDED) AND THE REGISTRATION
FORM TO BE USED MAY BE USED FOR THE REGISTRATION OF REGISTRABLE SECURITIES,
WHETHER OR NOT FOR SALE FOR ITS OWN ACCOUNT, THE COMPANY WILL GIVE PROMPT
WRITTEN NOTICE (BUT IN NO EVENT LESS THAN 30 DAYS BEFORE THE ANTICIPATED FILING
DATE) TO ALL HOLDERS (OTHER THAN HOLDERS ALL OF WHOSE REGISTRABLE SECURITIES ARE
THEN COVERED BY AN EFFECTIVE REGISTRATION STATEMENT), AND SUCH NOTICE SHALL
DESCRIBE THE PROPOSED REGISTRATION AND DISTRIBUTION AND OFFER TO ALL SUCH
HOLDERS THE OPPORTUNITY TO REGISTER THE NUMBER OF REGISTRABLE SECURITIES AS EACH
SUCH HOLDER MAY REQUEST.
THE COMPANY WILL INCLUDE IN SUCH REGISTRATION
STATEMENT ALL REGISTRABLE SECURITIES WITH RESPECT TO WHICH THE COMPANY HAS
RECEIVED WRITTEN REQUESTS FOR INCLUSION THEREIN WITHIN 15 DAYS AFTER THE
HOLDERS' RECEIPT OF THE COMPANY'S NOTICE (A "PIGGYBACK REGISTRATION").
(B)
THE COMPANY SHALL USE ITS REASONABLE BEST EFFORTS TO CAUSE THE MANAGING
UNDERWRITER OR UNDERWRITERS OF A PROPOSED UNDERWRITTEN OFFERING INVOLVING A
PIGGYBACK REGISTRATION TO PERMIT THE REGISTRABLE SECURITIES REQUESTED TO BE
INCLUDED IN A PIGGYBACK REGISTRATION TO BE INCLUDED ON THE SAME TERMS AND
CONDITIONS AS ANY SIMILAR SECURITIES OF THE COMPANY OR ANY OTHER SECURITY HOLDER
INCLUDED THEREIN AND TO PERMIT THE SALE OR OTHER DISPOSITION OF SUCH REGISTRABLE
SECURITIES IN ACCORDANCE WITH THE INTENDED METHOD OF DISTRIBUTION THEREOF.
(C)
ANY HOLDER SHALL HAVE THE RIGHT TO WITHDRAW ITS REQUEST FOR INCLUSION OF
ITS REGISTRABLE SECURITIES IN ANY REGISTRATION STATEMENT PURSUANT TO THIS
SECTION 2.3 BY GIVING WRITTEN NOTICE TO THE COMPANY OF ITS REQUEST TO WITHDRAW;
PROVIDED, THAT IN THE EVENT OF SUCH WITHDRAWAL (OTHER THAN PURSUANT TO
SECTION 2.3(E) HEREOF), THE COMPANY SHALL NOT BE REQUIRED TO REIMBURSE SUCH
HOLDER FOR THE
6
FEES AND EXPENSES REFERRED TO IN SECTION 2.7 HEREOF INCURRED BY SUCH HOLDER
PRIOR TO SUCH WITHDRAWAL, UNLESS SUCH WITHDRAWAL WAS DUE TO A MATERIAL ADVERSE
CHANGE TO THE COMPANY.
THE COMPANY MAY WITHDRAW A PIGGYBACK REGISTRATION AT ANY
TIME PRIOR TO THE TIME IT BECOMES EFFECTIVE.
(D)
IF (I) A PIGGYBACK REGISTRATION INVOLVES AN UNDERWRITTEN OFFERING OF THE
SECURITIES BEING REGISTERED, WHETHER OR NOT FOR SALE FOR THE ACCOUNT OF THE
COMPANY, TO BE DISTRIBUTED (ON A