UNDER THE REGISTRATION
RIGHTS AGREEMENT, DATED AS OF SEPTEMBER 25, 1996, AS AMENDED BY THE FIRST
AMENDMENT TO THE REGISTRATION RIGHTS AGREEMENT, DATED DECEMBER 8, 1999, BY AND
AMONG THE COMPANY, THE INVESTORS, CITICORP VENTURE CAPITAL, LTD. AND THE OTHER
STOCKHOLDERS NAMED THEREIN.
21
7.11.
EXCLUSIVITY.
NEITHER ANY STOCKHOLDER NOR THE COMPANY NOR ANY OF
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, AGENTS OR
REPRESENTATIVES WILL, DIRECTLY OR INDIRECTLY, ENCOURAGE, INITIATE OR SOLICIT
OFFERS FOR, FURNISH INFORMATION REGARDING OR ENGAGE IN ANY NEGOTIATIONS,
MEETINGS OR OTHER COMMUNICATIONS WITH ANY THIRD PARTY CONCERNING, OR ENTER INTO
ANY AGREEMENTS WITH RESPECT TO, ANY ACQUISITION OF THE COMPANY STOCK BEING
PURCHASED HEREUNDER, THE COMPANY OR ITS SUBSIDIARIES OR ANY OF THE BUSINESSES OF
THE COMPANY OR ITS SUBSIDIARIES, BY ANY PARTY OTHER THAN BUYER, AND IN THE EVENT
THAT DURING SUCH PERIOD ANY OFFERS ARE RECEIVED, THE STOCKHOLDERS AND THE
COMPANY WILL PROMPTLY COMMUNICATE TO BUYER THEIR EXISTENCE AND TERMS, AND THE
IDENTITY OF THE PARTY MAKING SUCH OFFER.
7.12.
CREDIT AGREEMENT.
THE COMPANY SHALL USE ITS COMMERCIALLY
REASONABLE BEST EFFORTS TO OBTAIN ALL NECESSARY APPROVALS, AMENDMENTS, CONSENTS
OR WAIVERS UNDER THE SECOND AMENDED AND RESTATED CREDIT AGREEMENT, DATED AS OF
MARCH 15, 2002, AMONG THE COMPANY, CERTAIN OF THE COMPANY'S SUBSIDIARIES, AND
THE LENDERS NAMED THEREIN (AS AMENDED, THE "CREDIT AGREEMENT"), OR UNDER ANY
LOAN DOCUMENTS (AS DEFINED IN THE CREDIT AGREEMENT), WHICH ARE OR BECOME
NECESSARY TO CONSUMMATE THE TRANSACTIONS CONTEMPLATED HEREBY (THE "SENIOR LENDER
APPROVALS").
7.13.
RESTRICTIVE COVENANTS.
(A)
DURING THE PERIOD BEGINNING ON THE CLOSING DATE AND ENDING ON THE
SECOND (2ND) ANNIVERSARY OF THE CLOSING DATE, NO STOCKHOLDER SHALL, NOR SHALL
ANY SUCH STOCKHOLDER DIRECT, ENCOURAGE OR KNOWINGLY PERMIT ANY AFFILIATE TO,
DIRECTLY OR INDIRECTLY, (I) CALL-ON, SOLICIT OR INDUCE, OR ATTEMPT TO SOLICIT OR
INDUCE, ANY EMPLOYEE OR STAFF OF THE COMPANY OR ANY OF ITS SUBSIDIARIES TO LEAVE
THE EMPLOY OF THE COMPANY OR ANY OF ITS SUBSIDIARIES FOR ANY REASON WHATSOEVER
(EXCLUDING ORDINARY COURSE PUBLIC ADVERTISEMENTS NOT SPECIFICALLY TARGETED AT
EMPLOYEES OF THE COMPANY OR ITS SUBSIDIARIES), NOR (II) OFFER OR PROVIDE
EMPLOYMENT (WHETHER SUCH EMPLOYMENT IS FOR A STOCKHOLDER OR ANY OTHER BUSINESS
OR ENTERPRISE), EITHER ON A FULL-TIME BASIS OR PART-TIME OR CONSULTING BASIS, TO
ANY PERSON WHO THEN CURRENTLY IS, OR WHO WITHIN SIX MONTHS IMMEDIATELY PRIOR
THERETO WAS, AN OFFICER OR OTHER MANAGEMENT EMPLOYEE OF THE COMPANY OR ITS
SUBSIDIARIES.
NO INVESTOR WILL BE DEEMED IN VIOLATION OF SUBCLAUSE (II) OF THE
FOREGOING SENTENCE IF REPRESENTATIVES OF SEPARATE OPERATING DIVISIONS OF SUCH
INVESTOR CAUSE SUCH INVESTOR TO OFFER OR PROVIDE EMPLOYMENT TO A RELEVANT
EMPLOYEE OF THE COMPANY OR ITS SUBSIDIARIES AS A RESULT OF ORDINARY COURSE
PUBLIC ADVERTISEMENTS, IF SUCH REPRESENTATIVES OF THE SEPARATE DIVISION OF THAT
INVESTOR WERE NOT AWARE OF THE EXISTENCE OF THIS AGREEMENT AND WERE NOT
DIRECTED, ENCOURAGED, OR KNOWINGLY PERMITTED TO TAKE SUCH ACTIONS BY
REPRESENTATIVES OF SUCH INVESTOR WHO WERE AWARE OF THE EXISTENCE OF THIS
AGREEMENT.
(B)
EACH STOCKHOLDER ACKNOWLEDGES AND AGREES THAT