UNDER SECTION 160 OF THE DELAWARE GENERAL CORPORATION LAW FROM WHICH TO PURCHASE
THE SECURITIES.
2.
REPRESENTATIONS AND WARRANTIES OF THE SELLING STOCKHOLDERS.
EACH SELLING
STOCKHOLDER, SEVERALLY AND NOT JOINTLY, REPRESENTS AND WARRANTS TO, AND AGREES
WITH, THE COMPANY THAT:
(A)
THE EXECUTION, DELIVERY AND PERFORMANCE OF THIS AGREEMENT AND CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREBY HAVE BEEN DULY AUTHORIZED BY ALL
NECESSARY PARTNERSHIP ACTION OF EACH SELLING STOCKHOLDER AND WILL NOT RESULT IN
ANY VIOLATION OF THE PROVISIONS OF THE CERTIFICATE OF LIMITED PARTNERSHIP OR
LIMITED PARTNERSHIP AGREEMENTS OR SIMILAR ORGANIZATIONAL DOCUMENTS OF EACH
SELLING STOCKHOLDER.
(B)
SUCH SELLING STOCKHOLDER IS THE RECORD OWNER OF THE SECURITIES TO BE SOLD
BY IT HEREUNDER FREE AND CLEAR OF ALL LIENS, ENCUMBRANCES, EQUITIES AND CLAIMS.
(C)
NO CONSENT, APPROVAL, AUTHORIZATION, FILING, ORDER, REGISTRATION OR
QUALIFICATION OF OR WITH ANY COURT OR GOVERNMENTAL AGENCY OR BODY IS REQUIRED
FOR THE SALE OF THE SECURITIES BY SUCH SELLING STOCKHOLDER AS CONTEMPLATED BY
THIS AGREEMENT.
(D)
EACH OF THE SELLING STOCKHOLDERS, CHANNEL ONE, PERRY GOLKIN AND SCOTT C.
NUTTALL HAS DULY AUTHORIZED, EXECUTED AND DELIVERED A LOCK-UP AGREEMENT TO THE
INITIAL PURCHASERS PURSUANT TO SECTION 5(H) OF THE PURCHASE AGREEMENT; AND EACH
SUCH LOCK-UP AGREEMENT IS THE VALID AND BINDING AGREEMENT OF THE EXECUTING
SELLING STOCKHOLDER, CHANNEL ONE, PERRY GOLKIN OR SCOTT C. NUTTALL, AS THE CASE
MAY BE,
ENFORCEABLE AGAINST SUCH PERSON IN ACCORDANCE WITH ITS TERMS, EXCEPT
AS THE ENFORCEMENT THEREOF MAY BE LIMITED BY BANKRUPTCY, INSOLVENCY, FRAUDULENT
CONVEYANCE, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS RELATING TO OR
AFFECTING CREDITORS' RIGHTS GENERALLY OR BY GENERAL EQUITABLE PRINCIPLES
(WHETHER CONSIDERED IN A PROCEEDING IN EQUITY OR AT LAW) AND AN IMPLIED COVENANT
OF GOOD FAITH AND FAIR DEALING.
2
3.
PURCHASE AND SALE.
SUBJECT TO THE TERMS AND CONDITIONS AND IN RELIANCE UPON
THE REPRESENTATIONS AND WARRANTIES HEREIN SET FORTH, EACH SELLING STOCKHOLDER
AGREES TO SELL TO THE COMPANY THE AMOUNT OF SECURITIES SET FORTH OPPOSITE SUCH
SELLING STOCKHOLDER'S NAME IN SCHEDULE I HERETO, AND THE COMPANY AGREES TO
PURCHASE FROM EACH SELLING STOCKHOLDER THE SECURITIES, AT A PURCHASE PRICE OF
$12.75
PER SHARE (WHICH PRICE WAS AGREED UPON BY THE PARTIES ON APRIL 12, 2004
BASED ON A DISCOUNT TO THE CLOSING SALES PRICE PER SHARE ON THE NEW YORK STOCK
EXCHANGE ON THAT DATE).
4.
DELIVERY AND PAYMENT.
DELIVERY OF AND PAYMENT FOR THE SECURITIES SHALL BE
MADE AT SUCH TIME AND DATE AS THE DELIVERY OF AND PAYMENT FOR THE FIRM NOTES (AS
DEFINED IN THE PURCHASE AGREEMENT) SOLD PURSUANT TO THE TERMS OF THE PURCHASE
AGREEMENT SHALL TAKE PLACE (SUCH DATE AND TIME OF DELIVERY AND PAYMENT FOR THE
SECURITIES BEING HEREIN CALLED THE "CLOSING DATE").
DELIVERY OF THE
CERTIFICATES REPRESENTING THE SECURITIES SHALL BE MADE TO THE COMPANY AT THE
OFFICES OF THE COMPANY (OR AT SUCH OTHER PLACE MUTUALLY AGREED UPON BY THE
PARTIES) AGAINST PAYMENT BY THE COMPANY OF THE AGGREGATE PURCHASE PRICE OF THE
SECURITIES BEING SOLD BY EACH OF THE SELLING STOCKHOLDERS TO