Suite 101
Lawrence, Kansas 66044
Telephone:
785-575-1707
Facsimile:
785-575-1711
Attention: Darius G. Nevin
with a copy (which shall not constitute notice) to:
Kirkland & Ellis LLP
200 East Randolph Drive
Chicago, Illinois 60601
Telephone:
312-861-2000
Facsimile:
312-861-2200
Attention:
John M. Jennings
If to POI Acquisition:
c/o Quadrangle Group LLC
375 Park Avenue
New York, New York 10152
Telephone: 212-418-1700
Facsimile: 212-418-1701
Attention: David Tanner
15
If to QDRF:
c/o Quadrangle Group LLC
375 Park Avenue
New York, New York 10152
Telephone: 212-418-1700
Facsimile: 212-418-1701
Attention: Michael Weinstock
in the case of notice to POI Acquisition or QDRF, with a copy (which shall not
constitute notice) to:
Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, New York 10017-3790
Telephone: 212-455-2000
Facsimile:
212-455-2502
Attention:
Alan M. Klein
and
Willkie Farr & Gallagher LLP
787 Seventh Avenue
New York, New York 10019-6099
Telephone: 212-728-8000
Facsimile: 212-728-8111
Attention: Michael Kelly
or to such other address or addresses as shall be designated in writing.
All
notices shall be effective when received.
(F)
MERGER, AMALGAMATION OR CONSOLIDATION OF
THE COMPANY.
IF THE COMPANY IS A PARTY TO ANY MERGER, AMALGAMATION, OR
CONSOLIDATION PURSUANT TO WHICH THE REGISTRABLE SECURITIES ARE CONVERTED INTO OR
EXCHANGED FOR SECURITIES OR THE RIGHT TO RECEIVE SECURITIES OF ANY OTHER PERSON
("CONVERSION SECURITIES"), THE ISSUER OF SUCH CONVERSION SECURITIES SHALL ASSUME
(IN A WRITING DELIVERED TO ALL HOLDERS) ALL OBLIGATIONS OF THE COMPANY
HEREUNDER.
THE COMPANY WILL NOT EFFECT ANY MERGER, AMALGAMATION, OR
CONSOLIDATION DESCRIBED IN THE IMMEDIATELY PRECEDING SENTENCE UNLESS THE ISSUER
OF THE CONVERSION SECURITIES COMPLIES WITH THIS SECTION 9(F).
(G)
SUCCESSORS AND ASSIGNS.
SUBJECT TO THE
TERMS AND CONDITIONS OF THE STOCKHOLDERS AGREEMENT DATED AS OF THE DATE HEREOF
AMONG QDRF, POI ACQUISITION AND THE COMPANY (THE "STOCKHOLDERS AGREEMENT"), ANY
LAWFUL TRANSFEREE (OTHER THAN PURSUANT TO AN OFFERING REGISTERED UNDER THE
SECURITIES ACT OR A SALE TO THE PUBLIC THROUGH A BROKER, DEALER OR MARKET MAKER
IN COMPLIANCE WITH RULE 144 UNDER THE SECURITIES ACT (OR ANY SIMILAR RULE THEN
IN FORCE)) OF ALL OR A PORTION OF THE REGISTRABLE SECURITIES SHALL BECOME A
HOLDER HEREUNDER TO THE EXTENT IT AGREES IN WRITING TO BE BOUND BY ALL OF THE
PROVISIONS APPLICABLE HEREUNDER TO THE TRANSFERRING HOLDER (SUCH ACKNOWLEDGMENT
BEING EVIDENCED BY EXECUTION AND DELIVERY TO THE COMPANY OF A COUNTERPART AND
ACKNOWLEDGMENT SUBSTANTIALLY IN THE FORM OF EXHIBIT A).
16
SUBJECT TO THE REQUIREMENTS OF THIS SECTION 9(G), THIS AGREEMENT SHALL INURE TO
THE BENEFIT OF AND BE BINDING UPON THE SUCCESSORS AND PERMITTED ASSIGNS OF THE
PARTIES HERETO.
(H)
PAII.
QDRF AND POI ACQUISITION AGREE TO
CAUSE PAII TO COMPLY WITH THE PROVISIONS OF THIS AGREEMENT AS IF IT WERE A
HOLDER AND A PARTY HERETO.
(I)
COUNTERPARTS.
THIS AGREEMENT MAY BE
EXECUTED IN ANY NUMBER OF COUNTERPARTS, EACH OF WHICH SHALL BE AN ORIGINAL, BUT
ALL OF WHICH TOGETHER SHALL CONSTITUTE ONE INSTRUMENT.
(J)
TITLES AND SUBTITLES.
THE TITLES OF THE
SECTIONS AND SUBSECTIONS OF THIS AGREEMENT ARE FOR CONVENIENCE OF REFERENCE