LAW OR
PURSUANT TO THE TERMS OF ANY OF ITS OUTSTANDING INDEBTEDNESS TO PREPARE SUCH
REPORTS, ANY ANNUAL REPORTS, QUARTERLY REPORTS AND OTHER PERIODIC REPORTS
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934, AS
AMENDED, ACTUALLY PREPARED BY IT AS SOON AS AVAILABLE;
provided that, in each case, if the Corporation or Holdings makes the
information described in clauses (ii), (iii) or (iv) of this paragraph
3.1(a) available through public filings on the EDGAR system or any successor or
replacement system of the SEC, the delivery of the information shall be deemed
satisfied by such public filings;
(B)
MAKE APPROPRIATE OFFICERS OF EACH OF THE CORPORATION AND HOLDINGS
AVAILABLE PERIODICALLY AND AT SUCH TIMES AS REASONABLY REQUESTED IN WRITING BY
SUCH VCOC INVESTOR, BUT NOT MORE FREQUENTLY THAN ONCE PER QUARTER, FOR
CONSULTATION WITH EACH SUCH VCOC INVESTOR OR ITS AUTHORIZED REPRESENTATIVE WITH
RESPECT TO MATTERS RELATING TO THE BUSINESS AND
4
AFFAIRS OF EACH OF THE CORPORATION AND HOLDINGS AND THEIR RESPECTIVE
SUBSIDIARIES (AT WHICH MEETINGS THE OTHER VCOC INVESTORS WHO HAVE SIMILAR RIGHTS
UNDER THIS SECTION 3.1 OF THE AGREEMENT MAY BE PERMITTED TO ATTEND, AT THE
CORPORATION'S AND HOLDINGS' DISCRETION); AND
(C)
CONSIDER, IN GOOD FAITH, THE RECOMMENDATIONS OF EACH SUCH VCOC
INVESTOR OR ITS AUTHORIZED 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 CORPORATION AND
ITS SUBSIDIARIES.
IN THE EVENT A VCOC INVESTOR IS AN AFFILIATE OF A SECURITYHOLDER AS DESCRIBED IN
THIS SECTION 3.1, SUCH VCOC INVESTOR SHALL BE TREATED FOR PURPOSES OF THIS
SECTION 3.1, AS A THIRD PARTY BENEFICIARY HEREUNDER.
3.2
Termination of VCOC Rights.
The provisions of this Article III
shall not apply, and shall terminate and cease to be of any further force and
effect, with respect to any VCOC Investor that (i) does not, directly or
indirectly, together with its Affiliates, hold or continue to hold Voting
Securities representing at least 5% of the total voting power of all the then
outstanding Voting Securities, voting as a single class or (ii) notifies the
Corporation and Holdings in writing that it has waived its rights under this
Article III.
ARTICLE IV
TRANSFERS OF SECURITIES
4.1
TAG-ALONG RIGHTS.
(A)
TAG-ALONG RIGHTS.
PRIOR TO MAKING ANY TRANSFER OF VESTAR
SECURITIES (OTHER THAN A TRANSFER DESCRIBED IN SECTION 4.1(B)) ANY HOLDER OF
VESTAR SECURITIES PROPOSING TO MAKE SUCH A TRANSFER (FOR PURPOSES OF THIS
SECTION 4.2, A "SELLING HOLDER") SHALL GIVE AT LEAST THIRTY (30) DAYS' PRIOR
WRITTEN NOTICE TO EACH HOLDER OF PARK AVENUE SECURITIES OR OTHER INVESTOR
SECURITIES (FOR PURPOSES OF THIS SECTION 4.1, EACH AN "OTHER HOLDER"), TO THE
CORPORATION AND TO HOLDINGS, WHICH NOTICE (FOR PURPOSES OF THIS SECTION 4.1, THE
"SALE NOTICE") SHALL IDENTIFY THE TYPE AND AMOUNT OF VESTAR SECURITIES TO BE
SOLD (FOR PURPOSES OF THIS SECTION 4.1, THE "OFFERED SECURITIES"), DESCRIBE THE
TERMS AND CONDITIONS OF SUCH