the
SEC.
"Rule 144" means Rule 144 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.
"Rule 415" means Rule 415 promulgated by the SEC pursuant to the Securities Act,
as such Rule may be amended from time to time, or any similar rule or regulation
hereafter adopted by the SEC having substantially the same effect as such Rule.
"SEC" means the United States Securities and Exchange Commission or any other
federal agency at the time administering the Securities Act.
"Securities Act" means the Securities Act of 1933, as amended, and the rules and
regulations of the SEC promulgated thereunder.
"Stock Purchase Agreement" has the meaning set forth in the recitals.
3
ARTICLE 2
REGISTRATION RIGHTS
2.1
CURRENT PUBLIC INFORMATION.
THE COMPANY COVENANTS THAT IT WILL
USE ITS BEST EFFORTS TO FILE ALL REPORTS REQUIRED TO BE FILED BY IT UNDER THE
EXCHANGE ACT AND THE RULES AND REGULATIONS ADOPTED BY THE SEC THEREUNDER, AND
WILL USE ITS REASONABLE BEST EFFORTS TO TAKE SUCH FURTHER ACTION AS THE HOLDERS
MAY REASONABLY REQUEST, ALL TO THE EXTENT REQUIRED TO ENABLE THE HOLDERS TO SELL
REGISTRABLE SECURITIES PURSUANT TO RULE 144 OR RULE 144A ADOPTED BY THE SEC
UNDER THE SECURITIES ACT OR ANY SIMILAR RULE OR REGULATION HEREAFTER ADOPTED BY
THE SEC.
THE COMPANY SHALL, UPON THE REQUEST OF A HOLDER, DELIVER TO SUCH
HOLDER A WRITTEN STATEMENT AS TO WHETHER IT HAS COMPLIED WITH SUCH REQUIREMENTS
DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF SUCH REQUEST.
2.2
PIGGYBACK REGISTRATION.
(A)
WHENEVER THE COMPANY PROPOSES TO REGISTER ANY OF ITS SECURITIES UNDER THE
SECURITIES ACT (OTHER THAN 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