Common use of Certain Other Agreements Clause in Contracts

Certain Other Agreements. (a) Except as provided in this Section 8 hereof, each Stockholder will not, and will ensure that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) (other than Parent, any of its affiliates or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (subject to the terms of this sentence and the following sentence) enter into an acquisition agreement with respect to a Superior Proposal, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement with respect to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into such acquisition agreement or (ii) two (2) business days prior to the expiration of the Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed with the Transactions contemplated herein on such adjusted terms.

Certain Other Agreements. Each Unitholder hereby: (a) Except as provided in this Section 8 hereof, each Stockholder will not, and will ensure that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: (i) initiate, solicit or encourage, or take any action agrees to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) (other than Parent, any of its affiliates or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, promptly notify Parent of the receipt number of any new Securities acquired by such Unitholder after the same date hereof and prior to providing the Expiration Date; provided that any such party with any material non-public information. Each Stockholder Securities shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (automatically be subject to the terms of this sentence Agreement as though owned by such Unitholder on the date hereof; (b) agrees to permit Parent to publish and disclose in filings with the SEC and in the press release announcing the transactions contemplated by the Merger Agreement, such Unitholder’s identity and ownership of its Securities and the following sentencenature of such Unitholder’s commitments, arrangements and understandings under this Agreement; provided that Parent agrees that it shall only publish and disclose the ownership of such Unitholder on an aggregate basis with the Partnership Unitholders who have entered into a Support Agreement on the date hereof; (c) enter into an acquisition agreement shall and does authorize Parent or its counsel to notify the Partnership’s transfer agent that there is a stop transfer order with respect to a Superior Proposalall of its Securities (and that this Agreement places limits on the voting and transfer of such shares); provided that Parent or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop transfer order with respect to its Securities on the earlier of (x) following the Expiration Date and (y) the date on which the Approval is obtained; and (d) agrees not to commence or participate in, and to take all actions necessary to opt out of any class in which event each Stockholder may take any class action with respect to, any claim, derivative or otherwise, against Parent, the Partnership, MGP, EGP or any of the actions set forth in clauses their respective Subsidiaries or successors (i) through challenging the validity of, or seeking to enjoin or delay the operation of, any provision of this Agreement or the Merger Agreement (iiincluding any claim seeking to enjoin or delay the Closing) of the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement with respect to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into such acquisition agreement or (ii) two (2) business days prior to the expiration alleging a breach of any duty of the Offer; and shall have caused its financial and legal advisors to negotiate Partnership Board (including the Special Committee thereof) or Parent Board in connection with Parent to make such adjustments in the terms and conditions of Merger Agreement, this Agreement as would enable or the Stockholder to proceed with the Transactions transactions contemplated herein on such adjusted termsthereby or hereby.

Certain Other Agreements. (a) Except as provided in this Section 8 hereofNeither Holdings nor the Borrower will, each Stockholder nor will notthey permit any Subsidiary to, and will ensure enter into or permit to exist any agreement or other arrangement that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: indirectly (through the application of financial covenants or otherwise) prohibits or restricts (i) initiatethe ability of Holdings, solicit the Borrower or encourageany Subsidiary to create, incur or take permit to exist any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) (other than Parent, Lien upon any of its affiliates property or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act assets or (ii) making the ability of any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to Holdings or any other Subsidiary or to Guarantee Indebtedness of Holdings or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (B) the foregoing shall not apply to restrictions and conditions existing on the date of the Original Credit Agreement and identified on Schedule 6.07 thereto (but shall apply to any amendment or modification expanding the scope of any such disclosure restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the Company's stockholders as sale of a Subsidiary pending such sale if such restrictions and conditions apply only to the Subsidiary that is reasonably deemed necessaryto be sold and such sale is permitted hereunder, (D) clause (i) of the foregoing shall not apply to customary restrictions contained in the good faith judgment Permitted Unsecured Debt or the Additional Permitted Unsecured Debt, (E) clause (i) of the Company's Board of Directors after receipt of advice from outside legal counsel foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Company that property or assets securing such disclosure is required under applicable law Indebtedness and that (F) clause (i) of the failure foregoing shall not apply to make such disclosure would cause customary provisions in leases and other contracts restricting the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable lawassignment thereof. (b) Notwithstanding Neither Holdings nor the foregoingBorrower will, nor will they permit any Subsidiary to, directly or indirectly, enter into or be bound by any agreement or instrument containing any provision restricting the incurrence of Indebtedness or governing Holdings's and the Subsidiaries' financial condition if such provision is not contained in this Agreement or is more restrictive than the analogous provision contained in this Agreement unless (i) the Borrower has delivered a copy of such document to the Administrative Agent not less than 10 Business Days prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of executing the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (subject to the terms of this sentence Holdings and the following sentence) Borrower enter into an acquisition agreement with respect amendment to a Superior Proposal, in which event each Stockholder may take any of this Agreement to add the actions set forth in clauses (i) through (ii) of more restrictive provision or to conform the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement with respect to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into such acquisition agreement or (ii) two (2) business days prior to the expiration of the Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the terms and conditions analogous provision of this Agreement as would enable the Stockholder to proceed with the Transactions contemplated herein on such adjusted termsmore restrictive provision.

Certain Other Agreements. The Stockholder hereby: (a) Except as provided in this Section 8 hereof, each Stockholder will not, and will ensure that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: agrees (i) initiateto promptly notify the Buyer and the Seller of the number of any new Securities acquired, solicit beneficially or encourageof record, by the Stockholder or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal its controlled Affiliates (as defined in the Merger Agreement), (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) including in the event of an unsolicited Acquisition Proposal for the Companyany reclassification, engage in negotiations stock split (including a reverse stock split), stock dividend or discussions withdistribution, or provide any information or data torecapitalization, any Person (as defined in the Merger Agreement) (other than Parentmerger, any of its affiliates or representatives) relating to any Acquisition Proposal; providedsubdivision, however, that nothing contained in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a issuer tender or exchange offer by a third party pursuant to Rules 14d-9 offer, or other similar transaction) on or after the date hereof and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance Expiration Date, it being understood, for the avoidance of Shares pursuant to the Offerdoubt, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to that any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder Securities shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (be subject to the terms of this sentence and the following sentence) enter into an acquisition agreement with respect to a Superior Proposal, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement with respect to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into such acquisition agreement or (ii) two (2) business days prior to the expiration of the Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable though owned by the Stockholder on the date hereof, and (ii) with respect to proceed any such controlled Affiliate of the Stockholder that acquires any such Securities, to cause such Affiliate to enter into a Voting and Support Agreement with the Buyer with respect to the Transactions contemplated herein in substantially the form of this Agreement; (b) agrees to permit the publication and disclosure by the Buyer and the Seller of the Stockholder’s identity and ownership of the Securities and the nature of the Stockholder’s commitments, arrangements and understandings under this Agreement (including the disclosure of this Agreement) in any press release, the Proxy Statement and any other disclosure document required in connection with the Purchase Agreement and the Transactions, including the Asset Sale; 3 Note to Draft: To be included only in the form of Voting and Support Agreement for officers and directors. (c) shall, and hereby does, authorize the Seller or its counsel to notify the Seller’s transfer agent that there is a stop transfer order with respect to all of the Securities (and that this Agreement places limits on the voting and transfer of such adjusted termsSecurities); provided, however, that the Seller or its counsel may further notify the Seller’s transfer agent to lift and vacate the stop transfer order with respect to the Securities following the Expiration Date solely to the extent to effect the consummation of the Asset Sale in accordance with the Purchase Agreement; (d) agrees to promptly notify the Buyer in writing of the receipt by the Stockholder of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with this Agreement; and (e) agrees not to, and to cause its Representatives not to, bring, commence, institute, maintain, prosecute or voluntarily aid any claim, appeal, or proceeding that (i) challenges the validity of or seeks to enjoin the operation of any provision of this Agreement or (ii) alleges that the execution and delivery of this Agreement by the Stockholder (or the Stockholder’s performance hereunder solely in its capacity as a stockholder of the Seller) breaches any fiduciary duty of the Seller Board (or any member thereof) or any duty that the Stockholder has (or may be alleged to have) to the Seller or to the other holders of the Seller Common Stock.

Certain Other Agreements. (a) Except as provided in this Section 8 hereofNeither Holdings nor the Borrower will, each Stockholder nor will notthey permit any Subsidiary to, and will ensure enter into or permit to exist any agreement or other arrangement that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly or indirectly: indirectly (through the application of financial covenants or otherwise) prohibits or restricts (i) initiatethe ability of Holdings, solicit the Borrower or encourageany Subsidiary to create, incur or take permit to exist any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), (ii) enter into any agreement with respect to any Acquisition Proposal, or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) (other than Parent, Lien upon any of its affiliates property or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act assets or (ii) making the ability of any Subsidiary to pay dividends or other distributions with respect to its Equity Interests or to make or repay loans or advances to Holdings or any other Subsidiary or to Guarantee Indebtedness of Holdings or any other Subsidiary; provided that (A) the foregoing shall not apply to restrictions and conditions imposed by law or by any Loan Document, (B) the foregoing shall not apply to restrictions and conditions existing on the date hereof identified on Schedule 6.07 (but shall apply to any amendment or modification expanding the scope of any such disclosure restriction or condition), (C) the foregoing shall not apply to customary restrictions and conditions contained in agreements relating to the Company's stockholders as sale of a Subsidiary pending such sale if such restrictions and conditions apply only to the Subsidiary that is reasonably deemed necessaryto be sold and such sale is permitted hereunder, in the good faith judgment (D) clause (i) of the Company's Board of Directors after receipt of advice from outside legal counsel foregoing shall not apply to restrictions or conditions imposed by any agreement relating to secured Indebtedness permitted by this Agreement if such restrictions or conditions apply only to the Company that property or assets securing such disclosure is required under applicable law Indebtedness and that (E) clause (i) of the failure foregoing shall not apply to make such disclosure would cause customary provisions in leases and other contracts restricting the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable lawassignment thereof. (b) Notwithstanding Neither Holdings nor the foregoingBorrower will, nor will they permit any Subsidiary to, directly or indirectly, enter into or be bound by any agreement or instrument containing any provision restricting the incurrence of Indebtedness or governing Holdings's and the Subsidiaries' financial condition if such provision is not contained in this Agreement or is more restrictive than the analogous provision contained in this Agreement unless (i) the Borrower has delivered a copy of such document to the Administrative Agent not less than 10 Business Days prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of executing the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (subject to the terms of this sentence Holdings and the following sentence) Borrower enter into an acquisition agreement with respect amendment to a Superior Proposal, in which event each Stockholder may take any of this Agreement to add the actions set forth in clauses (i) through (ii) of more restrictive provision or to conform the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement with respect to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into such acquisition agreement or (ii) two (2) business days prior to the expiration of the Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the terms and conditions analogous provision of this Agreement as would enable the Stockholder to proceed with the Transactions contemplated herein on such adjusted termsmore restrictive provision. SECTION 6.08. Investments, Loans, Advances, Guarantees and AcquisitionsSECTION 6.

Certain Other Agreements. (a) Except as provided in this Section 8 hereofThe Borrower hereby agrees that, each Stockholder will not, on and will ensure that such Stockholder's, employees, investment bankers, attorneys, accountants after the Amendment Agreement Effective Date and other agents do not, directly or indirectly: prior to the earlier of (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), Restatement Effective Date and (ii) enter into the Termination Date, the Borrower shall not request any agreement with respect to any Acquisition ProposalBorrowing, or any issuance of a Letter of Credit (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) it being understood that amendments (other than Parentto increase the amount thereof), any renewals and extensions of its affiliates or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained Letters of Credit in this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf accordance with the terms of the Company or the Company's Board Original Credit Agreement shall not be deemed to be issuances of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment letters of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable lawcredit). (b) Notwithstanding anything to the foregoingcontrary in Section 9.04(e) of the Original Credit Agreement, on and after the Amendment Agreement Effective Date and prior to the acceptance earlier of Shares pursuant (i) the Restatement Effective Date and (ii) the Termination Date, no Lender shall sell participations in all or any portion of such Lender’s rights and obligations under the Original Credit Agreement to any prospective Participant unless such Participant has represented and warranted to such Lender that such Participant is not, and for so long as it shall be a Participant will not become, an Affiliated Assignee (it being understood that, in the event the Restatement Effective Date shall occur, the sale of participations in Lenders’ rights and obligations under the Restated Credit Agreement shall be subject to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained limitations set forth in the Confidentiality Restated Credit Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth hereinEach Lenders party hereto hereby waives, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with solely in respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (subject to the terms of this sentence and the following sentence) enter into an acquisition agreement with respect to a Superior Proposal, in which event each Stockholder may take any of the actions set forth in clauses (iconsummation of transactions contemplated by Section 3 hereof on the Restatement Effective Date, compliance with Sections 2.08, 2.09(d), 2.09(e), 2.09(g), 2.12(a), 2.12(f) through (iiand 2.12(g) of the immediately preceding sentence; providedOriginal Credit Agreement and Section 2.03 of the Restated Credit Agreement. (d) Notwithstanding anything to the contrary in Section 5.01(a) of the Original Credit Agreement, howeverno Default or Event of Default under such Section shall be deemed to have occurred in respect of the delivery of the Borrower’s audited consolidated balance sheet as of January 4, that no Stockholder shall enter into an acquisition agreement with respect 2009, and the related audited consolidated statements of operations, stockholders’ equity and cash flows for the fiscal year then ended if the Borrower furnishes to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than Administrative Agent and the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into Lenders such acquisition agreement audited consolidated balance sheet and related audited consolidated statements, all reported on as required by such Section, on or (ii) two (2) business days prior to the expiration of the Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed April 6, 2009 (together with the Transactions contemplated herein on certificates required to be delivered at such adjusted termstime by Sections 5.01(c) and 5.01(d)).

Certain Other Agreements. (a) Except as provided in this Section 8 hereof, each Stockholder will not, Each Underwriter severally agrees that it has not and will ensure that such Stockholder'snot use, employeesauthorize use of, investment bankersrefer to, attorneysor participate in the planning for use of, accountants any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other agents do not, directly or indirectly: than (i) initiatea free writing prospectus that, solicit or encouragesolely as a result of use by such Underwriter, or take any action would not trigger an obligation to facilitate file such free writing prospectus with the making of, any offer or proposal which constitutes or is reasonably likely Commission pursuant to lead to any Acquisition Proposal (as defined in the Merger Agreement)Rule 433, (ii) enter into any agreement with respect Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any Acquisition Proposalelectronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). Notwithstanding the foregoing, the Underwriters may use term sheets substantially in the event form of Annex B hereto without the consent of the Company. (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriters are acting solely in the capacity of an unsolicited Acquisition Proposal for arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, none of the Underwriters is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by any Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter, as the case may be, and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Representatives prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States Person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Representatives promptly in writing, of any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 45 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within the meaning of the Exchange Act or engage in negotiations any hedging or discussions withderivative transaction the value of which is derived from, any Common Stock, or provide with respect to any information Common Stock or data toany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any Person (as defined similar securities, or enter into any swap or other arrangement that transfers to another, in the Merger Agreement) (other than Parentwhole or in part, any of its affiliates the economic consequences of ownership of Common Stock or representativesany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) relating to the Underwriters pursuant to this Agreement (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (ii) to any Acquisition Proposaltrust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such transfer does not involve a disposition for value and (iii) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that nothing contained in this Section 8 or any other provision hereof such case, it shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing be a condition to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and transfer that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality transferee execute an agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, stating that the failure to provide transferee is receiving and holding such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (capital stock subject to the terms provisions of this sentence paragraph (e) and the following sentence) enter into an acquisition agreement there shall be no further transfer of such capital stock except in accordance with respect to this paragraph (e); and provided further that any such transfer does not involve a Superior Proposaldisposition for value, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement the Selling Stockholders and their affiliates may sell up to 500,000 Shares of Common Stock as set forth on Schedule III hereto whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to a Superior Proposal unless any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the Company shall have furnished Parent prior written consent of the Representatives it will not, during the period commencing on the date hereof and ending 45 days after the Time of Delivery, make any demand for or exercise any right with written notice not later than respect to, the first to occur of (i) 12:00 noon three (3) business days in advance registration of any date that it intends to enter shares of Common Stock or any security convertible into such acquisition agreement or (ii) two (2) business days prior exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the expiration entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Offer; and shall have caused its financial and legal advisors Shares during the period referred to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed paragraph (e) except in compliance with the Transactions contemplated herein on such adjusted termsforegoing restrictions.

Certain Other Agreements. (a) Except as provided in this Section 8 hereof, each Stockholder will not, The Underwriter agrees that it has not and will ensure that such Stockholder'snot use, employeesauthorize use of, investment bankersrefer to, attorneysor participate in the planning for use of, accountants any “free writing prospectus”, as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other agents do not, directly or indirectly: than (i) initiatea free writing prospectus that, solicit or encouragesolely as a result of use by the Underwriter, or take any action would not trigger an obligation to facilitate file such free writing prospectus with the making of, any offer or proposal which constitutes or is reasonably likely Commission pursuant to lead to any Acquisition Proposal (as defined in the Merger Agreement)Rule 433, (ii) enter into any agreement with respect Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any Acquisition Proposalelectronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriter is acting solely in the event capacity of an unsolicited Acquisition Proposal for arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Underwriter prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Underwriter promptly in writing, of any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 30 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a put equivalent position or liquidate or decrease a “call equivalent position” within the meaning of the Exchange Act or engage in negotiations any hedging or discussions withderivative transaction the value of which is derived from, or provide with respect to any information Common Stock or data toany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any Person (as defined similar securities, or enter into any swap or other arrangement that transfers to another, in the Merger Agreement) (other than Parentwhole or in part, any of its affiliates the economic consequences of ownership of Common Stock or representativesany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) relating to the Underwriter pursuant to this Agreement (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (iii) to any Acquisition Proposaltrust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such transfer does not involve a disposition for value and (iv) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that nothing contained in this Section 8 or any other provision hereof such case, it shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing be a condition to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and transfer that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality transferee execute an agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, stating that the failure to provide transferee is receiving and holding such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (Common Stock subject to the terms provisions of this sentence paragraph (e) and the following sentence) enter into an acquisition agreement there shall be no further transfer of such Common Stock except in accordance with respect to this paragraph (e); and provided further that any such transfer does not involve a Superior Proposaldisposition for value, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement the Selling Stockholders and their affiliates may sell up to 500,000 Shares of Common Stock whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to a Superior Proposal unless any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the Company shall have furnished Parent prior written consent of the Underwriter it will not, during the period commencing on the date hereof and ending 30 days after the Time of Delivery, make any demand for or exercise any right with written notice not later than respect to, the first to occur of (i) 12:00 noon three (3) business days in advance registration of any date that it intends to enter shares of Common Stock or any security convertible into such acquisition agreement or (ii) two (2) business days prior exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the expiration entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Offer; and shall have caused its financial and legal advisors Shares during the period referred to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed paragraph (e) except in compliance with the Transactions contemplated herein on such adjusted termsforegoing restrictions.

Certain Other Agreements. (a) Except as provided in this Section 8 hereof, each Stockholder will not, Each Underwriter severally agrees that it has not and will ensure that such Stockholder'snot use, employeesauthorize use of, investment bankersrefer to or participate in the planning for use of, attorneysany “free writing prospectus”, accountants as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other agents do not, directly or indirectly: than (i) initiatea free writing prospectus that, solicit or encouragesolely as a result of use by such Underwriter, or take any action would not trigger an obligation to facilitate file such free writing prospectus with the making of, any offer or proposal which constitutes or is reasonably likely Commission pursuant to lead to any Acquisition Proposal (as defined in the Merger Agreement)Rule 433, (ii) enter into any agreement with respect Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any Acquisition Proposalelectronic road show), or (iii) any free writing prospectus prepared by such Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriters are acting solely in the event capacity of an unsolicited Acquisition Proposal for arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, none of the Underwriters is advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and none of the Underwriters shall have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by any Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of such Underwriter and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Representatives prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Representatives promptly in writing, of any change in information in the Registration State- ment, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 30 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Representatives, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of the Exchange Act or engage in negotiations any hedging or discussions withderivative transaction the value of which is derived from, or provide with respect, to any information Common Stock or data toany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any Person (as defined similar securities, or enter into any swap or other arrangement that transfers to another, in the Merger Agreement) (other than Parentwhole or in part, any of its affiliates the economic consequences of ownership of Common Stock or representativesany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) relating to the Underwriters pursuant to this Agreement; (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (iii) to any Acquisition Proposaltrust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such transfer does not involve a disposition for value; and (iv) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that nothing contained in this Section 8 or any other provision hereof such case, it shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing be a condition to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and transfer that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality transferee execute an agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, stating that the failure to provide transferee is receiving and holding such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (Common Stock subject to the terms provisions of this sentence paragraph (e) and the following sentence) enter into an acquisition agreement there shall be no further transfer of such Common Stock except in accordance with respect to this paragraph (e); and provided further that any such transfer does not involve a Superior Proposal, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentencedisposition for value; provided, however, that no Stockholder shall enter into an acquisition agreement the Selling Stockholders and their affiliates may sell up to 1,250,000 Shares of Common Stock as set forth on Schedule III hereto whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to a Superior Proposal unless any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the Company shall have furnished Parent prior written consent of the Representatives it will not, during the period commencing on the date hereof and ending 30 days after the Time of Delivery, make any demand for or exercise any right with written notice not later than respect to, the first to occur of (i) 12:00 noon three (3) business days in advance registration of any date that it intends to enter shares of Common Stock or any security convertible into such acquisition agreement or (ii) two (2) business days prior exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the expiration entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Offer; and shall have caused its financial and legal advisors Shares during the period referred to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed paragraph (e) except in compliance with the Transactions contemplated herein on such adjusted termsforegoing restrictions.

Certain Other Agreements. (a) Except as provided in this Section 8 hereofAt the Closing, each Stockholder will notShareholder shall enter into a two-year employment agreement (the "Employment Agreements") with the Surviving Corporation (which shall be countersigned and guaranteed by the Company) in the form attached hereto as Exhibit D, which, among other things, shall provide for an annual base salary of $135,000 plus a discretionary bonus to be determined and paid annually. (b) The Shareholders shall initially be entitled to elect two members to the Company's Board of Directors. Notwithstanding the previous sentence, subject to applicable state law provisions, the number of Shareholders' seats on the Board of Directors shall be based on their pro rata ownership of Common Stock; provided, that they shall have no less than one seat. (c) At the Closing, each Shareholder shall deliver to the Surviving Corporation and to the Company general releases dated the Closing Date in the form attached hereto as Exhibit E, pursuant to which terms each of them releases each of the Company and the Surviving Corporation from any and all actions suits and claims of every type and description, except for the obligations contained herein and all Closing Documents. (d) The Company covenants that it shall not liquidate, dissolve or merge with the Surviving Corporation for a period of one year from the Closing. Neither the Company nor the Surviving Corporation has any present intention to do so. In addition, each of the Company and the Surviving Corporation covenants to use its best efforts to preserve the tax free nature of the transaction contemplated hereby. (e) Each Shareholder hereby agrees to take all action necessary for, and will ensure to assist in, the completion of an audit of the financial statements of ICF in accordance with the rules and regulations promulgated by the Commission. (f) Each Shareholder hereby agrees that such Stockholder'sfor a period commencing at the Closing and continuing until the second anniversary of the termination of his Employment Agreement (the "Limited Period"), employees, investment bankers, attorneys, accountants and other agents do he shall not, directly or indirectly: , hire, solicit, or otherwise encourage to leave the employ of the Company or its affiliates, any person employed by the Company or any affiliate. (g) Each Shareholder hereby agrees that during the Limited Period he shall not, directly or indirectly, participate in the solicitation of any of the Company's (or its affiliates') customers or prospects contacted by the Company or its affiliates. (h) Each Shareholder hereby agrees that during the Limited Period, he shall not be engaged or interested, directly or indirectly, as an officer, director, stockholder (excepting a less than five percent (5%) interest in a publicly traded company), employee, partner, individual proprietor, investor or consultant, or in any other manner or capacity whatsoever, in any business that has been carried on by the Surviving Corporation (or its predecessor) and that involves (i) initiatevoice and data telecommunications services, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), and (ii) enter into mergers or consolidations with or acquisitions of entities that provide telecommunications services similar to those offered by the Company or its affiliates in any agreement with respect to any Acquisition Proposal, county or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person counties (as defined in set forth on Schedule 3(h)) so long as the Merger Agreement) (other than Parent, any of its Surviving Corporation or the Company or their affiliates or representatives) relating to any Acquisition Proposalcarry on a like business therein; provided, however, that nothing contained in if any provision of this Section 8 or any other provision hereof shall prohibit Stockholders, on behalf subsection would be held to be unenforceable because of the Company scope, duration or area of its applicability, the Company's Board court making such determination shall have the power to, and shall, modify such scope, duration or area, or all of Directorsthem, from to the minimum extent necessary to make such provision, as so modified, enforceable, and such provision shall then be applicable in such modified form. The above notwithstanding, each Shareholder shall be entitled to (i) taking remain on the Board of Directors of any corporations or associations in which he currently has such a position and disclosing (ii) advise or counsel other persons or entities, provided, such activities are not competitive with the Company and Shareholders' name is not publicly associated with such other entities or activities, unless such publicity would enhance the reputation of the Company. Notwithstanding anything stated to the Company's stockholderscontrary herein or in the Employment Agreements, its position the provisions of subsections (f), (g) and (h) hereof shall not apply with respect to a tender or exchange offer Shareholder following such Shareholder's termination without Cause as such term is defined in such Shareholder's Employment Agreement. (i) Each Shareholder hereby acknowledges that the Company will not have an adequate remedy at law in the event of any breach by his of any provision of Subsections (f), (g) and (h) hereof and that the Company will suffer irreparable damage and injury as a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making result of any such disclosure to the Company's stockholders as is reasonably deemed necessarybreach. Accordingly, in the good faith judgment event of the Company's Board a breach or threatened breach of Directors after receipt of advice from outside legal counsel any such provision by a Shareholder, he hereby consents to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board granting of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoinga temporary restraining order, prior to the acceptance preliminary injunction and/or permanent injunction against him by any court of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties competent jurisdiction prohibiting him from committing or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to continuing any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information breach or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parentthreatened breach. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (subject to the terms of this sentence and the following sentence) enter into an acquisition agreement with respect to a Superior Proposal, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentence; provided, however, that no Stockholder shall enter into an acquisition agreement with respect to a Superior Proposal unless the Company shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of any date that it intends to enter into such acquisition agreement or (ii) two (2) business days prior to the expiration of the Offer; and shall have caused its financial and legal advisors to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed with the Transactions contemplated herein on such adjusted terms.

Certain Other Agreements. (a) Except as provided in this Section 8 hereof, each Stockholder will notEach of the ACII Entities and the Axar Entities hereby: A. irrevocably waives, and will ensure agrees not to exercise, any rights of appraisal or rights of dissent from the Reorganization that such Stockholder's, employees, investment bankers, attorneys, accountants and other agents do not, directly Party or indirectly: (i) initiate, solicit or encourage, or take any action to facilitate the making of, any offer or proposal which constitutes or is reasonably likely to lead to any Acquisition Proposal (as defined in the Merger Agreement), (ii) enter into any agreement its Affiliates may have with respect to the Securities; B. agrees to promptly notify the other Parties and the Partnership of the number of any Acquisition Proposal, additional Securities acquired by such Party or (iii) in the event of an unsolicited Acquisition Proposal for the Company, engage in negotiations or discussions with, or provide any information or data to, any Person (as defined in the Merger Agreement) (other than Parent, any of its affiliates or representatives) relating to any Acquisition Proposal; provided, however, that nothing contained in this Section 8 or any other provision Affiliates after the date hereof shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance Expiration Date; and, for the avoidance of Shares pursuant to the Offerdoubt, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, that the failure to provide such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder Securities shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (be subject to the terms of this sentence Agreement as though owned by such Party on the date hereof; C. agrees to permit the Company, the Partnership and their respective Subsidiaries to publish and disclose in any announcement or disclosure required by the SEC, the Partnership’s Proxy Statement and the following sentence) enter into an acquisition agreement Company’s Registration Statement such Party’s identity and ownership of the Securities and the nature of such Party’s commitments, arrangements and understandings under this Agreement; D. shall and does authorize the Partnership or its counsel to notify the Partnership’s transfer agent that there is a stop Transfer order with respect to a Superior Proposalall of its and its Affiliates’ Securities (and that this Agreement places limits on the voting and Transfer of such Securities); provided that the Partnership or its counsel further notifies the Partnership’s transfer agent to lift and vacate the stop Transfer order with respect to such Securities following the termination of this Agreement in accordance with its terms; E. agrees that, in which event each Stockholder may prior to the Expiration Date, and except as contemplated hereby, it shall not knowingly take any action that would reasonably be expected to make any representation or warranty of such Party contained in Section 3.1 untrue or incorrect or have the actions set forth in clauses effect of preventing or disabling such Party from performing its obligations under this Agreement. F. represents, covenants and agrees that, except as contemplated by this Agreement, neither it nor its Affiliates (ia) through (ii) of the immediately preceding sentence; providedhas entered into, however, that no Stockholder or shall enter into an acquisition at any time prior to the Expiration Date, any voting agreement or voting trust with respect to a Superior Proposal unless the Company any Securities and (b) has granted, or shall have furnished Parent with written notice not later than the first to occur of (i) 12:00 noon three (3) business days in advance of grant at any date that it intends to enter into such acquisition agreement or (ii) two (2) business days time prior to the expiration Expiration Date, a proxy or power of the Offer; and shall have caused attorney with respect to any of its financial and legal advisors or its Affiliates’ Securities, in any such case, that is inconsistent with such Party’s obligations pursuant to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed with the Transactions contemplated herein on such adjusted termsAgreement.

Certain Other Agreements. (a) Except as provided in this Section 8 hereof, each Stockholder will not, The Underwriter agrees that it has not and will ensure that such Stockholder'snot use, employeesauthorize use of, investment bankersrefer to or participate in the planning for use of, attorneysany “free writing prospectus”, accountants as defined in Rule 405 under the Securities Act (which term includes use of any written information furnished to the Commission by the Company and not incorporated by reference into the Registration Statement and any press release issued by the Company) other agents do not, directly or indirectly: than (i) initiatea free writing prospectus that, solicit or encouragesolely as a result of use by the Underwriter, or take any action would not trigger an obligation to facilitate file such free writing prospectus with the making of, any offer or proposal which constitutes or is reasonably likely Commission pursuant to lead to any Acquisition Proposal (as defined in the Merger Agreement)Rule 433, (ii) enter into any agreement with respect Issuer Free Writing Prospectus listed on Annex A or prepared pursuant to Section 1(b) or Section 5 above (including any Acquisition Proposalelectronic road show), or (iii) any free writing prospectus prepared by the Underwriter and approved by the Company in advance in writing (each such free writing prospectus referred to in clauses (i) or (iii), an “Underwriter Free Writing Prospectus”). (b) The Company and each Selling Stockholder acknowledge and agree that the Underwriter is acting solely in the event capacity of an unsolicited Acquisition Proposal for arm's length contractual counterparty to the Company and the Selling Stockholders with respect to the offering of the Shares contemplated hereby (including in connection with determining the terms of the offering) and not as financial advisors or fiduciaries to, or agents of, the Company, the Selling Stockholders or any other person. Additionally, the Underwriter is not advising the Company, the Selling Stockholders or any other person as to any legal, tax, investment, accounting or regulatory matters in any jurisdiction. The Company and the Selling Stockholders shall consult with their own advisors concerning such matters and shall be responsible for making their own independent investigation and appraisal of the transactions contemplated hereby, and the Underwriter shall not have any responsibility or liability to the Company or the Selling Stockholders with respect thereto. Any review by the Underwriter of the Company or the Selling Stockholders and the transactions contemplated hereby or other matters relating to such transactions will be performed solely for the benefit of the Underwriter and shall not be on behalf of the Company, the Selling Stockholders or any other person. (c) Each Selling Stockholder shall deliver to the Underwriter prior to the Time of Delivery a properly completed and executed United States Treasury Department Form W−8 (if the Selling Stockholder is a non-United States person) or Form W−9 (if the Selling Stockholder is a United States person). (d) During the Prospectus Delivery Period, each Selling Stockholder will advise the Company and the Underwriter promptly in writing, of any change in information in the Registration Statement, the Preliminary Prospectus, the Prospectus or any Time of Sale Information or any amendment or supplement thereto relating to such Selling Stockholder. (e) Each of the Selling Stockholders agrees that during the period beginning from the date hereof and continuing until the date that is 30 days after the Time of Delivery, not to and not to permit any of their respective affiliates (not including the Company and its subsidiaries), or anyone authorized to act on behalf of such Selling Stockholder or its affiliates, to, without the prior written consent of the Underwriter, offer, sell, contract to sell, pledge, hypothecate or otherwise dispose of, grant any option to purchase, directly or indirectly, or file (or participate in the filing of) a registration statement with the Commission in respect of, or establish or increase a “put equivalent position” or liquidate or decrease a “call equivalent position” within the meaning of the Exchange Act or engage in negotiations any hedging or discussions withderivative transaction the value of which is derived from, or provide with respect, to any information Common Stock or data toany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any Person (as defined similar securities, or enter into any swap or other arrangement that transfers to another, in the Merger Agreement) (other than Parentwhole or in part, any of its affiliates the economic consequences of ownership of Common Stock or representativesany securities convertible into or exercisable or exchangeable for Common Stock, or warrants or other rights to purchase Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock, whether any such transaction is to be settled by delivery of Common Stock or such other securities, in cash or otherwise, or agree, or publicly announce the intention, to do any of the foregoing. Notwithstanding the foregoing sentence, the Selling Stockholders may transfer Common Stock (i) relating to the Underwriter pursuant to this Agreement; (ii) as a bona fide gift or gifts; provided that the donee or donees thereof agree in writing to be bound by the restrictions set forth in this paragraph (e); (iii) to any Acquisition Proposaltrust for the direct or indirect benefit of the Selling Stockholder or the immediate family of the Selling Stockholder; provided that the trustee of the trust agrees in writing to be bound by the restrictions set forth in this paragraph (e); and provided further that any such transfer does not involve a disposition for value; and (iv) to any wholly−owned subsidiary or any direct or indirect parent of the Selling Stockholder; provided, however, that nothing contained in this Section 8 or any other provision hereof such case, it shall prohibit Stockholders, on behalf of the Company or the Company's Board of Directors, from (i) taking and disclosing be a condition to the Company's stockholders, its position with respect to a tender or exchange offer by a third party pursuant to Rules 14d-9 and 14e-2 promulgated under the Exchange Act or (ii) making such disclosure to the Company's stockholders as is reasonably deemed necessary, in the good faith judgment of the Company's Board of Directors after receipt of advice from outside legal counsel to the Company that such disclosure is required under applicable law and transfer that the failure to make such disclosure would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law. (b) Notwithstanding the foregoing, prior to the acceptance of Shares pursuant to the Offer, each Stockholder may furnish information concerning the Company's business, properties or assets to any Person pursuant to a confidentiality transferee execute an agreement with terms no less favorable to such Stockholder and the Company than those contained in the Confidentiality Agreement, dated March 12, 1999 entered into between Parent and the Company (the "Confidentiality Agreement") and may negotiate and participate in discussions and negotiations with such Person concerning an Acquisition Proposal if (x) such entity or group has on an unsolicited basis submitted a bona fide written proposal to the Company relating to any such transaction which the Company's Board of Directors determines in good faith, after receiving advice from a nationally recognized investment banking firm, represents a superior transaction to the Offer and the Merger and (y) the Company's Board of Directors determines in good faith, only after receipt of written advice from outside legal counsel to the Company, stating that the failure to provide transferee is receiving and holding such information or access or to engage in such discussions or negotiations would cause the Company's Board of Directors to violate its fiduciary duties to the Company's stockholders under applicable law (an Acquisition Proposal which satisfies clauses (x) and (y) being referred to herein as a "Superior Proposal"). Each Stockholder shall promptly, and in any event within one (1) business day following receipt of a Superior Proposal, notify Parent of the receipt of the same and prior to providing any such party with any material non-public information. Each Stockholder shall promptly provide to Parent any material non-public information regarding the Company provided to any other party which was not previously provided to Parent. (c) Except as set forth herein, no Stockholder shall (i) approve or recommend or propose to approve or recommend, any Acquisition Proposal or (ii) enter into any agreement with respect to any Acquisition Proposal. Notwithstanding the foregoing, prior to the time of acceptance for payment of Shares in the Offer, each Stockholder may (Common Stock subject to the terms provisions of this sentence paragraph (e) and the following sentence) enter into an acquisition agreement there shall be no further transfer of such Common Stock except in accordance with respect to this paragraph (e); and provided further that any such transfer does not involve a Superior Proposal, in which event each Stockholder may take any of the actions set forth in clauses (i) through (ii) of the immediately preceding sentencedisposition for value; provided, however, that no Stockholder shall enter into an acquisition agreement the Selling Stockholders and their affiliates may sell up to 2,500,000 Shares of Common Stock as set forth on Schedule III hereto whether pursuant to the exercise of any rights under the Registration Rights Agreement, or otherwise, including through the exercise of rights with respect to a Superior Proposal unless any security convertible into or exercisable or exchangeable for Common Stock. In addition, except as otherwise provided in this paragraph (e), each Selling Stockholder agrees that, without the Company shall have furnished Parent prior written consent of the Underwriter it will not, during the period commencing on the date hereof and ending 30 days after the Time of Delivery, make any demand for or exercise any right with written notice not later than respect to, the first to occur of (i) 12:00 noon three (3) business days in advance registration of any date that it intends to enter shares of Common Stock or any security convertible into such acquisition agreement or (ii) two (2) business days prior exercisable or exchangeable for Common Stock. The Selling Stockholders also agree and consent to the expiration entry of stop transfer instructions with the Company's transfer agent and registrar against the transfer of the Offer; and shall have caused its financial and legal advisors Shares during the period referred to negotiate with Parent to make such adjustments in the terms and conditions of this Agreement as would enable the Stockholder to proceed paragraph (e) except in compliance with the Transactions contemplated herein on such adjusted termsforegoing restrictions.