the election to
the Board of the Nominees. The nominees of the Kelso Group and RLB, including
nominees pursuant to Section 8.2(i) hereof, are referred to herein as the "Kelso
Nominees" and the "Bready Nominees", respectively, and are collectively referred
to herein as the "Nominees" and individually as a "Kelso Nominee", "Bready
Nominee" or "Nominee", as the case may be. Subject to any applicable rules to
the contrary of the Securities and Exchange Commission or any national
securities exchange or NASDAQ, RLB shall have the right to participate in all
committees of the Board, except the audit committee, so long as he is a member
of the Board.
To effectuate the provisions of Section 8.2, the Secretary of the
Company, or if there be no Secretary such other officer of the Company as the
Board may appoint to fulfill the duties of Secretary (the "Secretary"), shall
not record any vote or consent contrary to or inconsistent with the terms of
this Section 8.2(a) and 8.2(b).
(c) If, prior to his or her election to the Board pursuant to Section
8.2(a), 8.2(b) or 8.2(i), any Kelso Nominee or Bready Nominee shall be unable or
unwilling to serve as a director of the Company, the members of the Kelso Group
or RLB, as the case may be, shall be entitled to nominate a replacement (the
selection of which shall be consistent with Section 8.2(a), 8.2(b) or 8.2(i), as
applicable) who shall then be a Nominee for purposes of this Section 8.2. If,
following election to the Board pursuant to Section 8.2(a), 8.2(b) or 8.2(i),
any Nominee shall resign or be removed or be unable to serve for any reason
prior to the expiration of his or her term as a director of the Company, the
members of the Kelso Group, if such Nominee was a Kelso Nominee, or RLB, if such
Nominee was a Bready Nominee, shall within 30 days of such event, notify the
Board in writing of a replacement Nominee (the selection of which shall be
consistent with Section 8.2(a), 8.2(b) or 8.2(i), as applicable), and each
Stockholder shall vote its shares of voting stock, at any regular or special
meeting called for the purpose of filling positions on the Board, or in any
written consent executed in lieu of such meeting of stockholders, and shall take
all actions necessary (including, without limitation, using its best efforts to
cause its Nominee(s) to elect such replacement Nominee as herein provided), to
ensure the election to the Board of such replacement Nominee to fill the
unexpired term of the Nominee whom such new Nominee is replacing. If the members
of the Kelso Group shall fail to so notify the Board with respect to any Kelso
Nominee, the Board, in its sole discretion, may nominate any other person to
fill the vacancy. Any Kelso Nominee may be removed by the Kelso Group, except
that with respect to reasons other than for Cause (as defined in Section 8.2(e))
a Kelso Nominee nominated pursuant to