A
PARTICULAR DOCUMENT SHALL BE REFERENCES TO SUCH PARTS OF THIS AGREEMENT, AND ALL
EXHIBIT, ANNEX AND SCHEDULE REFERENCES NOT ATTRIBUTED TO A PARTICULAR DOCUMENT
SHALL BE REFERENCES TO SUCH EXHIBITS, ANNEXES AND SCHEDULES TO THIS AGREEMENT.
ARTICLE II
REGISTRATION RIGHTS
Section 2.1
Exchange Registration.
(A)
THE COMPANY SHALL USE ITS COMMERCIALLY REASONABLE EFFORTS TO FILE
WITH THE SEC PRIOR TO THE TIME THAT HOLDINGS UNITS HELD BY COVERED PERSONS
BECOME AVAILABLE FOR EXCHANGE FOR COMMON UNITS PURSUANT TO THE TERMS OF THE
EXCHANGE AGREEMENT, AND CAUSE TO BE DECLARED EFFECTIVE UNDER THE SECURITIES ACT
BY THE SEC PROMPTLY THEREAFTER, ONE OR MORE REGISTRATION STATEMENTS (THE
"EXCHANGE REGISTRATION") COVERING (I) THE DELIVERY BY THE COMPANY FROM TIME TO
TIME TO THE COVERED PERSONS OF ALL SHARES OF CLASS A COMMON STOCK DELIVERABLE TO
THE COVERED PERSONS IN EXCHANGE FOR HOLDINGS UNITS PURSUANT TO THE EXCHANGE
AGREEMENT OR (II) IF THE COMPANY DETERMINES THAT THE REGISTRATION PROVIDED FOR
IN CLAUSE (I) IS NOT AVAILABLE FOR ANY REASON, THE REGISTRATION OF RESALE OF
SUCH SHARES OF CLASS A COMMON STOCK BY THE COVERED PERSONS.
(B)
THE COMPANY SHALL BE LIABLE FOR AND PAY ALL REGISTRATION EXPENSES
IN CONNECTION WITH ANY EXCHANGE REGISTRATION, REGARDLESS OF WHETHER SUCH
REGISTRATION IS EFFECTED.
(C)
UPON NOTICE TO EACH COVERED PERSON, THE COMPANY MAY POSTPONE
EFFECTING A REGISTRATION PURSUANT TO THIS SECTION 2.1 FOR A REASONABLE TIME
SPECIFIED IN THE NOTICE BUT NOT EXCEEDING 60 DAYS (WHICH PERIOD MAY NOT BE
EXTENDED OR RENEWED), IF (I) THE BOARD SHALL DETERMINE IN GOOD FAITH THAT
EFFECTING THE REGISTRATION WOULD MATERIALLY AND ADVERSELY AFFECT AN OFFERING OF
SECURITIES OF THE COMPANY THE PREPARATION OF WHICH HAD THEN BEEN COMMENCED OR
(II) THE COMPANY IS IN POSSESSION OF MATERIAL NON-PUBLIC INFORMATION THE
DISCLOSURE OF WHICH DURING THE PERIOD SPECIFIED IN SUCH NOTICE THE BOARD
BELIEVES IN GOOD FAITH WOULD NOT BE IN THE BEST INTERESTS OF THE COMPANY.
Section 2.2
Demand Registration.
(A)
REQUESTS FOR REGISTRATION.
SUBJECT TO THE PROVISIONS OF THIS
ARTICLE II, VESTAR SHALL HAVE THE RIGHT (THE "VESTAR DEMAND RIGHT") TO REQUEST
REGISTRATION UNDER THE SECURITIES ACT OF ALL OR ANY PORTION OF THE REGISTRABLE
SECURITIES HELD BY VESTAR AND ITS AFFILIATES (REFERRED TO HEREIN AS THE
"REQUESTING HOLDER") BY DELIVERING A WRITTEN NOTICE TO THE PRINCIPAL BUSINESS
OFFICE OF THE COMPANY, WHICH NOTICE IDENTIFIES THE REQUESTING HOLDER AND
SPECIFIES THE NUMBER OF REGISTRABLE SECURITIES TO BE INCLUDED IN SUCH
REGISTRATION (THE "REGISTRATION REQUEST").
SUBJECT TO THE RESTRICTIONS SET
FORTH IN PARAGRAPH
5
2.2(D), THE COMPANY WILL GIVE PROMPT WRITTEN NOTICE OF SUCH REGISTRATION REQUEST
(THE "REGISTRATION NOTICE") TO ALL OTHER HOLDERS OF REGISTRABLE SECURITIES AND
WILL THEREUPON USE ITS BEST EFFORTS TO EFFECT THE REGISTRATION (A "DEMAND
REGISTRATION") UNDER THE SECURITIES ACT ON ANY FORM AVAILABLE TO THE COMPANY OF:
(I)
THE REGISTRABLE SECURITIES REQUESTED TO BE REGISTERED BY THE
REQUESTING HOLDER;
(II)
ALL OTHER REGISTRABLE SECURITIES OF THE SAME TYPE AND CLASS WHICH
THE COMPANY HAS RECEIVED A WRITTEN REQUEST TO REGISTER WITHIN 30