DIRECTORS, EMPLOYEES, SHAREHOLDERS OR AGENTS FOR ANY SUCH
DISCLOSURE.
SUBJECT TO THE FOREGOING, NEITHER THE COMPANY NOR ANY PURCHASER
SHALL ISSUE ANY PRESS RELEASES OR ANY OTHER PUBLIC STATEMENTS WITH RESPECT TO
THE TRANSACTIONS CONTEMPLATED HEREBY; PROVIDED, HOWEVER, THAT THE COMPANY SHALL
BE ENTITLED, WITHOUT THE PRIOR APPROVAL OF ANY PURCHASER, TO MAKE ANY PRESS
RELEASE OR OTHER PUBLIC DISCLOSURE WITH RESPECT TO SUCH TRANSACTIONS (I) IN
SUBSTANTIAL CONFORMITY WITH THE 8-K FILING AND CONTEMPORANEOUSLY THEREWITH AND
(II) AS IS REQUIRED BY APPLICABLE LAW AND REGULATIONS (PROVIDED THAT IN THE CASE
OF CLAUSE (I) THE LEAD PURCHASER SHALL BE CONSULTED BY THE COMPANY IN CONNECTION
WITH ANY SUCH PRESS RELEASE OR OTHER PUBLIC DISCLOSURE PRIOR TO ITS RELEASE).
EACH PRESS RELEASE DISSEMINATED DURING THE 12 MONTHS PRECEDING THE DATE OF THIS
AGREEMENT DID NOT AT THE TIME OF RELEASE CONTAIN ANY UNTRUE STATEMENT OF A
MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT REQUIRED TO BE STATED THEREIN OR
NECESSARY IN ORDER TO MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES
UNDER WHICH THEY ARE MADE, NOT MISLEADING.
USE OF PROCEEDS. THE COMPANY SHALL USE THE NET PROCEEDS FROM THE SALE OF THE
SECURITIES HEREUNDER PRIMARILY FOR PAYING DOWN THE COMPANY'S BANK DEBT.
REIMBURSEMENT.
IF ANY PURCHASER OR ANY OF ITS AFFILIATES OR ANY OFFICER,
DIRECTOR, PARTNER, CONTROLLING PERSON, EMPLOYEE OR AGENT OF A PURCHASER OR ANY
OF ITS AFFILIATES (A "RELATED PERSON") BECOMES INVOLVED IN ANY CAPACITY IN ANY
PROCEEDING BROUGHT BY OR AGAINST ANY PERSON
18
IN CONNECTION WITH OR AS A RESULT OF THE TRANSACTIONS CONTEMPLATED BY THE
TRANSACTION DOCUMENTS (EXCEPT PER THE INDEMNIFICATION PROVISIONS SET FORTH IN
SECTION 6.4 HEREOF), THE COMPANY WILL INDEMNIFY AND HOLD HARMLESS SUCH PURCHASER
OR RELATED PERSON FOR ITS REASONABLE LEGAL AND OTHER EXPENSES (INCLUDING THE
COSTS OF ANY INVESTIGATION, PREPARATION AND TRAVEL) AND FOR ANY LOSSES INCURRED
IN CONNECTION THEREWITH WHICH ARE DETERMINED BY A COURT OF COMPETENT
JURISDICTION IN A NON-APPEALABLE ORDER TO HAVE RESULTED FROM THE GROSS
NEGLIGENCE, WILLFUL MISCONDUCT OR FRAUD OF THE COMPANY OR ITS AFFILIATES.
IN
ADDITION, THE COMPANY SHALL INDEMNIFY AND HOLD HARMLESS EACH PURCHASER AND
RELATED PERSON FROM AND AGAINST ANY AND ALL LOSSES ARISING OUT OF OR RELATING TO
ANY BREACH BY THE COMPANY OF ANY OF THE REPRESENTATIONS, WARRANTIES OR COVENANTS
MADE BY THE COMPANY IN THIS AGREEMENT OR ANY OTHER TRANSACTION DOCUMENT, OR ANY
ALLEGATION BY A THIRD PARTY THAT, IF TRUE, WOULD CONSTITUTE SUCH A BREACH.
THE
CONDUCT OF ANY PROCEEDINGS FOR WHICH INDEMNIFICATION IS AVAILABLE UNDER THIS
PARAGRAPH SHALL BE GOVERNED BY SECTION 6.4(C) BELOW.
SUBJECT TO SECTION 6.4
BELOW, THE INDEMNIFICATION OBLIGATIONS OF THE COMPANY UNDER THIS PARAGRAPH SHALL
BE IN ADDITION TO ANY LIABILITY THAT THE COMPANY MAY OTHERWISE HAVE AND SHALL BE
BINDING UPON AND INURE TO THE BENEFIT OF ANY SUCCESSORS, ASSIGNS, HEIRS AND
PERSONAL REPRESENTATIVES OF THE PURCHASERS AND ANY SUCH RELATED PERSONS.
THE
COMPANY ALSO AGREES THAT NEITHER THE PURCHASERS NOR ANY RELATED PERSONS SHALL
HAVE ANY LIABILITY TO