THE PROSPECTUS FOR A PERIOD NOT
TO EXCEED 45 DAYS IN ANY SIX-MONTH PERIOD OR AN AGGREGATE OF 90 DAYS IN ANY
12-MONTH PERIOD IF THE BOARD OF DIRECTORS OF THE COMPANY SHALL HAVE DETERMINED
IN GOOD FAITH THAT BECAUSE OF BONA FIDE BUSINESS REASONS (NOT INCLUDING THE
AVOIDANCE OF THE COMPANY'S OBLIGATIONS HEREUNDER), INCLUDING THE ACQUISITION OR
DIVESTITURE OF ASSETS, PENDING CORPORATE DEVELOPMENTS AND PUBLIC FILINGS WITH
THE COMMISSION AND SIMILAR EVENTS, IT IS IN THE BEST INTERESTS OF THE COMPANY TO
SUSPEND SUCH USE, AND PRIOR TO SUSPENDING SUCH USE, THE COMPANY PROVIDES THE
HOLDERS WITH WRITTEN NOTICE OF SUCH SUSPENSION, WHICH NOTICE NEED NOT SPECIFY
THE NATURE OF THE EVENT GIVING RISE TO SUCH SUSPENSION.
(C)
NOTWITHSTANDING ANY PROVISIONS OF THIS AGREEMENT TO THE CONTRARY,
THE COMPANY SHALL CAUSE THE SHELF REGISTRATION STATEMENT AND THE RELATED
PROSPECTUS AND ANY AMENDMENT OR SUPPLEMENT THERETO, AS OF THE EFFECTIVE DATE OF
THE SHELF REGISTRATION STATEMENT, AMENDMENT OR SUPPLEMENT, AS APPLICABLE, (I) TO
COMPLY IN ALL MATERIAL RESPECTS WITH THE APPLICABLE REQUIREMENTS OF THE
SECURITIES ACT AND THE RULES AND REGULATIONS OF THE COMMISSION AND (II) NOT TO
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.
(D)
THE COMPANY HEREBY AGREES THAT IT WILL NOT FILE ANY REGISTRATION
STATEMENT UNDER THE SECURITIES ACT (OTHER THAN ANY REGISTRATION STATEMENT ON
FORM S-8 OR ANY SIMILAR FORM) PRIOR TO THE DATE ON WHICH IT FILES THE SHELF
REGISTRATION STATEMENT IN ACCORDANCE WITH SECTION 2(A)
4
HEREOF, OTHER THAN A REGISTRATION STATEMENT FILED PURSUANT TO THE REGISTRATION
AND PARTICIPATION AGREEMENT, DATED AS OF MARCH 30, 1998, AS AMENDED ("EXISTING
REGISTRATION RIGHTS AGREEMENT"), AMONG THE COMPANY, CLAYTON, DUBILIER & RICE
FUND V LIMITED PARTNERSHIP AND EXCEL PLC.
3.
PIGGY-BACK REGISTRATION. (A) PIGGY-BACK RIGHTS. IF AT ANY TIME
DURING THE FIVE-YEAR PERIOD STARTING ON THE DATE THE NOTES ARE CONVERTED INTO
THE SECURITIES, THE COMPANY PROPOSES TO FILE A REGISTRATION STATEMENT UNDER THE
SECURITIES ACT WITH RESPECT TO AN UNDERWRITTEN PUBLIC OFFERING OF EQUITY
SECURITIES, OR SECURITIES OR OTHER OBLIGATIONS EXERCISABLE OR EXCHANGEABLE FOR,
OR CONVERTIBLE INTO, EQUITY SECURITIES, BY THE COMPANY FOR ITS OWN ACCOUNT OR
FOR STOCKHOLDERS OF THE COMPANY FOR THEIR ACCOUNT (OR BY THE COMPANY AND BY
STOCKHOLDERS OF THE COMPANY), AND THE REGISTRATION FORM TO BE USED MAY BE USED
FOR THE REGISTRATION OF REGISTRABLE SECURITIES, OTHER THAN A REGISTRATION
STATEMENT (I) FILED PURSUANT TO SECTION 2, (II) FILED IN CONNECTION WITH ANY
EMPLOYEE STOCK OPTION OR OTHER BENEFIT PLAN, (III) FOR AN EXCHANGE OFFER OR
OFFERING OF SECURITIES SOLELY TO THE COMPANY'S DIRECTORS, MEMBERS OF MANAGEMENT,
EMPLOYEES, CONSULTANTS OR SALES AGENTS, DISTRIBUTORS OR SIMILAR REPRESENTATIVES
OF THE COMPANY OR ITS DIRECT OR INDIRECT SUBSIDIARIES OR SENIOR EXECUTIVES OF
PERSONS CONTROLLED BY AN AFFILIATE OF THE COMPANY, (IV) FOR AN OFFERING OF DEBT
THAT IS CONVERTIBLE