PURCHASER ELECTS TO
EFFECT THE HOLDBACK, THEN: (I) IF THE HOLDBACK IS EFFECTED WITH RESPECT TO WITH
RESPECT TO THE ENTIRE ESCROW AMOUNT, THE INDEMNITY ESCROW AGREEMENT SHALL
AUTOMATICALLY TERMINATE, WITHOUT THE NEED OF ANY ACTION FROM ANY PARTY THERETO,
AND BE OF NO FORCE AND EFFECT, AND THE PARTIES HERETO, ACTING PURSUANT TO
SECTION 4(B) OF THE INDEMNITY ESCROW AGREEMENT, HEREBY AGREE THAT THE INDEMNITY
ESCROW AGREEMENT SHALL BE DEEMED TO HAVE BEEN AMENDED TO THIS EFFECT; AND
(II) THE PARTIES SHALL ENTER INTO THE PLEDGE AND SECURITY AGREEMENT AND (IF THE
PURCHASER PURCHASES ANY SENIOR NOTES) THE SUBORDINATION AGREEMENT WITH RESPECT
TO THE ESCROW AMOUNT SUBJECT TO HOLDBACK; AND/OR
1.3.2.
RETAINED (IN WHOLE OR IN PART WITH RESPECT TO ANY PORTION OF THE
ESCROW AMOUNT NOT HELD BACK PURSUANT TO SECTION 1.3.1 ABOVE) BY THE ESCROW AGENT
IN A SEPARATE BANK ACCOUNT IN THE NAME OF THE ESCROW AGENT, TO BE HELD BY THE
ESCROW AGENT PURSUANT TO THE INDEMNITY ESCROW AGREEMENT, TO SECURE THE
OBLIGATIONS OF THE SELLERS UNDER SECTIONS 1.2 AND 9 HEREOF (THE "INDEMNITY
ESCROW"), AND THE REMAINING AMOUNTS SHALL BE PAID (IF ANY) TO THE SELLERS UPON
THE LAPSE OF THE ESCROW PERIOD PURSUANT TO SECTION 9 HEREOF.
IN THE EVENT THAT
THE PURCHASE ELECTS TO EFFECT THE INDEMNITY ESCROW WITH RESPECT TO THE ENTIRE
ESCROW AMOUNT, THEN THE PLEDGE AND SECURITY AGREEMENT AND SUBORDINATION
AGREEMENT SHALL BE OF NO FORCE AND EFFECT.
1.3.3.
NOTWITHSTANDING SECTIONS 1.3.1 AND 1.3.2 ABOVE, IN THE EVENT THE
UNDERWRITERS OF THE OFFERING EXERCISE THEIR OVER-ALLOTMENT OPTION, IN WHOLE OR
IN PART, RESULTING IN ADDITIONAL OFFERING PROCEEDS (THE "OVERALLOTMENT
PROCEEDS"), (I) THE PURCHASER HEREBY AGREES TO USE THE OVERALLOTMENT
Proceeds to effect the Indemnity Escrow up to the entire Escrow Amount; (ii) the
Escrow Amount subject to the Indemnity Escrow will not bear interest pursuant to
Section 1.3.1 above, and will instead be governed by the Indemnity Escrow
Agreement; and (iii) any Overallotment Proceeds in excess of the Escrow Amount
shall be retained by the Purchaser.
1.4.
EMPLOYEES BONUS PLAN; FORFEITED EMPLOYEE BONUS AMOUNT.
1.4.1.
AT THE CLOSING, PURCHASER SHALL DEPOSIT WITH THE ESCROW AGENT
THE EMPLOYEE BONUS AMOUNT, TO BE HELD PURSUANT TO THE BONUS PLAN/DOCUMENTS
ESCROW AGREEMENT.
THE PORTION OF THE EMPLOYEE BONUS AMOUNT TO BE PAID AT
CLOSING SHALL BE TRANSFERRED BY THE ESCROW AGENT TO THE COMPANY FOR THE PURPOSE
OF MAKING PAYMENTS UNDER THE EMPLOYEE BONUS PLAN AS SOON AS PRACTICABLE AFTER
THE CLOSING. THE EMPLOYEES ENTITLED TO PARTICIPATE IN THE EMPLOYEE BONUS PLAN,
AND THEIR BONUS AMOUNTS, SHALL BE DETERMINED BY THE SELLERS, WITH PURCHASER'S
PRIOR WRITTEN CONSENT.
THE TIMING AND CONTENT OF THE NOTICE TO ELIGIBLE
PARTICIPANTS SHALL BE COORDINATED WITH PURCHASER IN ADVANCE AND BE SUBJECT TO
PURCHASER'S PRIOR CONSENT.
1.4.2.
ANY PORTION OF THE EMPLOYEE BONUS AMOUNT (IF ANY), INCLUDING
INTEREST ACCRUED THEREON (IF ANY), WHICH THE PARTICIPANTS IN THE EMPLOYEE BONUS
PLAN SHALL NOT BE ENTITLED TO RECEIVE IN ACCORDANCE WITH THE TERMS AND
CONDITIONS THEREOF (THE "FORFEITED