SECURITIES ACT, OR (II) FOLLOWING THE SALE OF THE PURCHASED STOCK PURSUANT
TO RULE 144, OR (III) IF ALL OF THE APPLICABLE CONDITIONS UNDER RULE 144 FOR
SALE OF THE PURCHASED STOCK HAVE BEEN SATISFIED, INCLUDING SATISFACTION OF THE
ONE-YEAR HOLDING PERIOD PROVIDED FOR IN RULE 144(D), OR (IV) IF SUCH LEGEND IS
NOT REQUIRED UNDER APPLICABLE REQUIREMENTS OF THE SECURITIES ACT (INCLUDING
JUDICIAL INTERPRETATIONS AND PRONOUNCEMENTS ISSUED BY THE STAFF OF THE
COMMISSION). THE COMPANY SHALL CAUSE ITS COUNSEL TO ISSUE A LEGAL OPINION TO THE
TRANSFER AGENT PROMPTLY AFTER THE EFFECTIVE DATE IF REQUIRED BY THE TRANSFER
AGENT TO EFFECT THE REMOVAL OF THE LEGEND HEREUNDER.
12
(D)
THE PARENT AGREES THAT THE PARENT WILL SELL ANY PURCHASED STOCK
PURSUANT TO EITHER THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
INCLUDING ANY APPLICABLE PROSPECTUS DELIVERY REQUIREMENTS, OR AN EXEMPTION
THEREFROM, AND THAT IF PURCHASED STOCK IS SOLD PURSUANT TO A REGISTRATION
STATEMENT, IT WILL BE SOLD IN COMPLIANCE WITH THE PLAN OF DISTRIBUTION SET FORTH
THEREIN, AND ACKNOWLEDGES THAT THE REMOVAL OF THE RESTRICTIVE LEGEND FROM
CERTIFICATES REPRESENTING PURCHASED STOCK AS SET FORTH IN THIS SECTION 4.1 IS
PREDICATED UPON THE COMPANY'S RELIANCE UPON THIS UNDERSTANDING.
4.2
INTEGRATION.
THE COMPANY SHALL NOT SELL, OFFER FOR SALE OR SOLICIT
OFFERS TO BUY OR OTHERWISE NEGOTIATE IN RESPECT OF ANY SECURITY (AS DEFINED IN
SECTION 2 OF THE SECURITIES ACT) THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE
OF THE PURCHASED STOCK TO THE PARENT IN A MANNER THAT WOULD REQUIRE THE
REGISTRATION UNDER THE SECURITIES ACT OF THE SALE OF THE PURCHASED STOCK TO THE
PARENT OR THAT WOULD BE INTEGRATED WITH THE OFFER OR SALE OF THE PURCHASED STOCK
FOR PURPOSES OF THE RULES AND REGULATIONS OF THE TRADING MARKET.
4.3
SECURITIES LAWS DISCLOSURE; PUBLICITY.
THE COMPANY SHALL ON THE
TRADING DAY FOLLOWING THE CLOSING DATE ISSUE A CURRENT REPORT ON FORM 8-K
DISCLOSING THE MATERIAL TERMS OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
ATTACHING THIS AGREEMENT AND THE INVESTOR RIGHTS AGREEMENT AS EXHIBITS THERETO.
THE COMPANY AND THE PARENT SHALL CONSULT WITH EACH OTHER IN ISSUING ANY PRESS
RELEASES OR OTHER PUBLIC STATEMENTS OR COMMENTS WITH RESPECT TO THE TRANSACTIONS
CONTEMPLATED BY THE TRANSACTION DOCUMENTS TO THE SAME EXTENT AS PROVIDED IN
SECTION 6.9 OF THE MERGER AGREEMENT.
4.4
USE OF PROCEEDS.
THE COMPANY SHALL USE THE NET PROCEEDS FROM THE SALE
OF THE PURCHASED STOCK HEREUNDER EITHER (A) TO REDUCE INDEBTEDNESS OUTSTANDING
UNDER THAT CERTAIN AMENDED AND RESTATED CREDIT AGREEMENT DATED FEBRUARY 15,
2008, BY AND BETWEEN THE COMPANY, THE SEVERAL LENDERS PARTIES THERETO, AND BANK
OF AMERICA, N.A., AS ADMINISTRATIVE AGENT (AS AMENDED TO DATE, THE "CREDIT
AGREEMENT"), PROVIDED THAT IT SHALL BE UNDERSTOOD THAT THE COMPANY MAY
SUBSEQUENTLY REDRAW FUNDS UNDER THE CREDIT AGREEMENT FOR CAPITAL EXPENDITURES,
DEBT REDEMPTION AND WORKING CAPITAL PURPOSES OR (B) DIRECTLY FOR CAPITAL
EXPENDITURES, DEBT REDEMPTION AND WORKING CAPITAL PURPOSES.
4.5
INDEMNIFICATION OF PARENT.
(A)
SUBJECT TO THE PROVISIONS OF THIS SECTION 4.5, THE COMPANY WILL
INDEMNIFY AND HOLD