Common use of RIGHTS TO COMPEL SALE Clause in Contracts

RIGHTS TO COMPEL SALE. (a) If at any time the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, of the issued and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") to sell all, but not less then all, of the Shares held by each such Remaining Holder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares on the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions. (b) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third Party; (ii) the amount of consideration to be paid per Share and the terms and conditions of payment offered by the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c) shall only apply if the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereof. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice on or prior to the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain such

RIGHTS TO COMPEL SALE. (aDrag Along). (i) If at any time the Controlling Stockholders shall enter into a written agreement with a Third Party Xxxxx proposes to acquire solely for cash all, but not less than all, sell all of the issued and outstanding Shares then owned by him to a third party in a bona fide an arms-length transaction (a "Compelled Sale Agreement")in which the consideration to be received for such Shares consists of cash and/or marketable securities, the Controlling Stockholders shall have the right, subject then Xxxxx may require Xxxxxxxxxxx to the terms and conditions set forth below, to require each sell all of the Investors Shares owned by Xxxxxxxxxxx (the "Remaining HoldersDesignated Shares") to sell all, but not less then all, of the Shares held by each such Remaining Holder (a "Compelled Sale"). Subject to third party for the terms same consideration per Share and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares otherwise on the same terms and conditions and for upon which Xxxxx is selling his Shares pursuant to the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussionsprovisions set forth below. (bii) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders Xxxxx shall provide each Remaining Holder with send written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (iexercise of such rights pursuant to this Section 5(b) to Xxxxxxxxxxx, setting forth the name and address of the Third Party; (ii) the amount of consideration per Share to be paid per Share by the third party and the other terms and conditions of payment offered by such transaction. Within twenty (20) days following the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale (notice, Xxxxxxxxxxx shall deliver to Xxxxx certificates representing the "Compelled Sale Date")Designated Shares held by him duly endorsed, which together with all other transfer documents reasonably required to be executed in connection with such transaction. In the event that Xxxxxxxxxxx should fail to deliver such certificates to Xxxxx, the Corporation shall be not less than 20 days following cause the delivery books and records of the Compelled Sale Notice, and Corporation to show that such Shares are bound by the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c5(b) and that such Shares shall be transferred only apply if to the aggregate consideration to be paid third party upon surrender for all outstanding Shares in such Compelled Sale implies an Enterprise Value on transfer by the date of delivery of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereofholder thereof. (iiii) If If, within ninety (90) days after Xxxxx gives such notice, the Other Purchasers holding at least 65% sale of all of Xxxxxxxxxxx'x Shares in accordance herewith has not been completed, Xxxxx shall return to Xxxxxxxxxxx all certificates representing Shares that Xxxxxxxxxxx delivered for sale, and all the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers restrictions on sale or other disposition contained in the Appraisal RequestAgreement with respect to Shares owned by Xxxxx shall again be in effect. (iv) Simultaneously with the consummation of the sale of Shares of Xxxxx and Xxxxxxxxxxx pursuant to this Section 5(b), Xxxxx shall notify Xxxxxxxxxxx of the consummation of the sale, shall cause the purchaser to remit directly to Xxxxxxxxxxx the total consideration for Xxxxxxxxxxx'x Shares sold or otherwise disposed of pursuant thereto and notify shall furnish such Other Purchasers other evidence of the completion and time of completion of such choice on sale or prior to other disposition and the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain suchterms thereof as may be reasonably requested by Xxxxxxxxxxx.

RIGHTS TO COMPEL SALE. (a) If at In the event any time Stockholder --------------------- or group of Stockholders holding a Compelling Stake (the Controlling Stockholders "Compelling Stockholders") shall enter into a written agreement with an unaffiliated party (a Third Party "Compelled Sale Purchaser") to acquire sell solely for cash or securities listed on a U.S. national securities exchange or included for quotation in a U.S. inter-dealer quotation system of a registered national securities association all, but not less than all, of the issued and then outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Compelling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") Stockholders to sell all, but not less then than all, of the Shares held by each such Remaining Holder Stockholder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (Stockholders shall, and hereby agree to) , sell such Shares on the same terms and conditions as the most favored Compelling Stockholder sells its Shares pursuant to the Compelled Sale Agreement and for the same at a consideration per Share (the "Compelled Sale Price") equal to the greater of (i) the consideration to be received by the most favored Compelling Stockholder pursuant to the Compelled Sale Agreement and (ii) the greatest consideration received by any Compelling Stockholder in any transaction between such Compelling Stockholder and the Compelled Sale Purchaser during the 60-day period preceding the date the Compelled Sale Notice (as the Controlling Stockholders sell their Shares. As soon as defined below) is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussionsgiven. (b) Within two Business Days business days following execution of any Compelled Sale Agreement, the Controlling Compelling Stockholders shall provide each Remaining Holder Stockholder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third PartyCompelled Sale Purchaser; (ii) the amount of consideration to be paid per Share Compelled Sale Price and the terms and conditions of payment offered by the Third PartyCompelled Sale Purchaser; and (iii) all other material terms of such Compelled Sale, including the proposed consummation date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 180 days following the delivery of the Compelled Sale Notice. In the event of any change in the consideration to be paid, or any material change to any of the terms or conditions of the Compelled Sale, a new Compelled Sale Notice shall be provided to the Remaining Stockholders, and the Compelled Sale Closing (as defined below) shall not occur earlier than the 20th day subsequent to the date on which such new Compelled Sale Notice is provided. (c) The provisions Subject to the satisfaction or waiver of this Section 2.7(c) shall only apply if the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery terms and conditions of the Compelled Sale Notice Agreement (other than any condition relating to the delivery of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereof. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal RequestRemaining Stockholders), Apollo the Compelled Sale shall occur at a closing (the "Compelled Sale Closing") on the Compelled Sale Date during normal business hours at a time and Yucaipa place reasonably designated by the Compelling Stockholders and the Compelled Sale Purchaser; provided that if the Compelled Sale Closing shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice not have occurred on or prior to the fifth Business Day following delivery Compelled Sale Termination Date, the Remaining Stockholders will be released from their obligations under this Section 3.4, unless and until the Compelling Stockholders deliver a new Compelled Sale Notice in compliance with this Section 3.4. (d) No Remaining Stockholder shall be required to make any representations and warranties to any person in connection with such Compelled Sale except as to (i) good title and the absence of liens with respect to such Remaining Stockholder's Shares, (ii) the Appraisal Requestcorporate or other existence of such Remaining Stockholder and (iii) the authority for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such Remaining Stockholder as to, any agreements entered into by such Remaining Stockholder in connection with such Transfer. Such Other Purchasers The Remaining Stockholders shall retain suchnot be required to provide any indemnities in connection with such Transfer except for a breach of such representations and warranties. (e) In lieu of a sale of Shares, the Compelled Sale may be accomplished by, and the Compelled Sale Agreement may provide for, a merger, consolidation or other business combination permitted by Delaware law. (f) In the event the Compelled Sale is accomplished in any manner permitted by this Section 3.4 that would otherwise give rise to appraisal, dissenters' or other similar rights under any applicable law, no Stockholder shall take any action to exercise, enforce or perfect such rights, if any, and each Stockholder hereby expressly waives (on behalf of itself and any transferee or other successor) all such rights.

RIGHTS TO COMPEL SALE. (a) If at any time the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, of the issued and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") to sell all, but not less then than all, of the Shares held by each such Remaining Holder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares on the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions. (b) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third Party; (ii) the amount of consideration to be paid per Share and the terms and conditions of payment offered by the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c) shall only apply if the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereof. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo Appollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice on or prior to the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain such

RIGHTS TO COMPEL SALE. (a) If at Restricted Investors holding in excess of sixty-six and two-thirds percent (66 2/3%) of all Restricted Shares then held by all Restricted Investors (collectively the "Controlling Stockholders") wish to sell to any time Independent Third Party (the "Compelled Sale Purchaser") all Restricted Shares held by the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, of in the issued and outstanding Shares in a bona fide transaction aggregate (a the "Compelled Sale AgreementTransfer Offer"), then each and every one of the Restricted Investors other than the Controlling Stockholders (the "Remaining Stockholders") agrees to sell all Restricted Shares then held by such Remaining Stockholders to such Compelled Sale Purchaser at the same time for the same price and on the same terms and conditions as the Controlling Stockholders. (b) The Controlling Stockholders shall exercise their rights hereunder by written notice (the "Compelled Transfer Notice") to the Company, and the Company shall deliver the Compelled Transfer Notice to the Remaining Stockholders at least thirty (30) days prior to the expected closing date (the "Expected Closing Date") of the transactions contemplated by the Compelled Sale Transfer Offer. The Compelled Transfer Notice shall include the consideration per share of Restricted Shares to be paid by the Compelled Sale Purchaser and the other terms and conditions of the Compelled Sale Transfer Offer. On or before ten (10) days prior to the Expected Closing Date, each of the Remaining Stockholders shall deliver to a representative of the Controlling Stockholders designated in the Compelled Sale Transfer Notice certificates representing the Restricted Shares held by such Remaining Stockholder, free and clear of any and all liens and encumbrances whatsoever, together with such other documents and instruments of transfer that the Compelled Sale Purchaser may reasonably request. The Remaining Stockholders also agree to otherwise cooperate with and execute and deliver such other documents as may be reasonably requested in connection with the transactions contemplated by the Compelled Sale Transfer Offer including, without limitation, documents containing representations and warranties as to title, power and authority and such other representations and warranties as are appropriate in transactions of this type. (c) If within one hundred twenty (120) days after the Expected Closing Date, the Controlling Stockholders have not completed the sale of all the relevant Restricted Shares (unless such failure is due to a Remaining Stockholders' failure to surrender for transfer his or its certificates), the Controlling Stockholders shall have the right, subject return to the terms and conditions set forth below, to require each of the Investors (Remaining Stockholders all certificates representing the "Restricted Shares previously delivered by the Remaining Holders") Stockholders, and all the restrictions on Transfers contained in this Agreement with respect to sell all, but not less then all, the Shares of the Company shall again be in effect. Failure to complete the sale of all the Restricted Shares held by each such Remaining Holder (shall not be a "Compelled Sale"). Subject to breach of any Controlling Stockholder's obligations under this Agreement and shall not constitute a waiver of the terms and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares on the same terms and conditions and for the same per Share consideration as rights of the Controlling Stockholders sell to again exercise their Shares. As soon as is reasonably practicable after rights under this Section 3.8 at any time thereafter; provided, that the commencement Controlling Stockholders may not exercise the rights under this Section 3.8 more than once in any 12 month period. (d) Immediately upon consummation of material discussions regarding a proposed the sale of Restricted Shares of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transactionControlling Stockholders and Remaining Stockholders pursuant to this Section 3.8, the Controlling Stockholders shall provide give notice thereof to the Remaining Stockholders, shall remit to each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Remaining Stockholders shall provide each the net sales proceeds of the Investor Nominees Restricted Shares of such Remaining Stockholders sold pursuant thereto (after deduction of a pro rata amount among all Stockholders of amounts placed in escrow, reasonable fees and expenses incurred in connection with prompt notice the transaction and other appropriate deductions), and shall furnish such other evidence of all material developments the completion of such sale as may be reasonably requested by such Remaining Stockholders. Notwithstanding anything to the contrary in this Section 3.8, if the sale of Restricted Shares pursuant to this Section 3.8 would qualify under the Company's Certificate of Incorporation as a "Liquidation Event" giving rise to the rights of holders of Preferred Stock to receive liquidation preferences, then the proceeds of the sale of Restricted Shares pursuant to this Section 3.8 shall be allocated and remitted among the Restricted Investors participating in such discussions. (b) Within two Business Days following execution of any Compelled Sale Agreement, sale in proportion to the Controlling Stockholders shall provide preferential amounts each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third Party; (ii) the amount of consideration would be entitled to be paid per Share and the terms and conditions of payment offered by the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c) shall only apply if the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value receive based on the date relative liquidation preferences and priorities of delivery their respective Restricted Shares (after deduction of a pro rata amount among all Stockholders of amounts placed in escrow, reasonable fees and expenses incurred in connection with the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereoftransaction and other appropriate deductions). (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice on or prior to the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain such

RIGHTS TO COMPEL SALE. (a) If any Stockholders holding at any time least the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, Required Percentage of Common Shares of the issued and outstanding Shares in Company on a bona fide transaction Fully-Diluted Basis (the "COMPELLING HOLDERS") propose to make a Control Transfer (whether pursuant to a share sale, plan of share exchange, merger, consolidation, or sale, lease, exchange or transfer of all or substantially all of the assets of the Company) (the "Compelled Sale AgreementCOMPELLED SALE"), then the Controlling Stockholders Compelling Holders shall have the right, subject to the terms and conditions exercisable as set forth below, to require each of the Investors other Stockholders (the "Remaining HoldersCOMPELLED HOLDERS") to sell allthe number of Covered Securities (including Underlying Shares) then held by them calculated as follows: (i) The number or principal amount of Covered Securities which the Compelling Stockholders may require each Compelled Holder to sell shall be determined by the Compelling Stockholders, but not less then allshall be no greater than the product of (A) the total number of Covered Securities (including Underlying Shares) held by such Compelled Holders times (B) a fraction, the numerator of which shall be the total number or principal amount of Covered Securities (including Underlying Shares) proposed to be sold by such Compelling Holders, and the denominator of which shall be the total number of the Shares then outstanding Covered Securities then held by each such Remaining Compelling Holders (such product, the "MAXIMUM COMPELLED SALE"); PROVIDED, that if the number of Covered Securities that a Compelled Holder (a "is required to sell pursuant to this Section 4 is less than the Maximum Compelled Sale"). Subject , any such Compelled Holder shall retain Tag-Along Rights pursuant to Section 3 as to the terms number of Covered Securities equal to the difference between the Maximum Compelled Sale and conditions set forth belowthe number of Covered Securities required to be sold by such Compelled Holder, the Remaining Holders shall (and hereby agree to) sell may give notice to exercise such Shares on the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions. (b) Within two Tag-Along Rights within five Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with written after receiving notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third Party; fact that the amount of his Compelled Securities are less than the Maximum Compelled Sale. (ii) Subject to the amount last sentence of Section 4(b)(iii) hereof, the consideration to be paid received by the Compelled Holders for Covered Securities sold pursuant to this Section 4 shall be the same consideration per Share security to be received by the Compelling Holders, and the terms and conditions of payment offered such sale by the Third PartyCompelled Holders shall be the same as those upon which the Compelling Holders sell their Covered Securities; and PROVIDED, that any general indemnity given by the sellers, applicable to liabilities not specific to a particular seller, to the purchasers in connection with such sale shall be apportioned among all the sellers according to the consideration received by each seller; PROVIDED, that the maximum indemnity or liability of each Compelled Holder shall be limited to the amount of proceeds received by it from such sale. (iiib) all other material terms The Compelling Holders shall provide written notice (the "COMPELLED SALE NOTICE") of such Compelled SaleSale to the other Stockholders as follows: (i) The Compelled Sale Notice shall contain written notice of the exercise of the Compelling Holders' rights pursuant to Section 4(a) hereof, including setting forth the proposed date consideration per share to be paid by the purchaser in such Control Transfer (and in the event the consideration consists in part or in whole of consideration other than cash, a description of the non-cash component of the consideration, together with the Compelling Stockholders' reasonable estimate of the Fair Market Value of such non-cash component), the other terms and conditions of the Compelled Sale Sale, and the number of Covered Securities with respect to which such Compelling Holders are exercising their rights under this Section 4. Within fifteen (the "Compelled Sale Date"), which shall be not less than 20 days 15) Business Days following the delivery date of the Compelled Sale Notice, and each Compelled Holder shall deliver to the outside termination date Company (as agent for such Compelled Holders), to be held for sale or return upon the terms of this Section 4, the certificate or certificates representing Covered Securities held by such Compelled Holder, Duly Endorsed, together with a limited power-of-attorney authorizing the Compelling Holders or any one of them to sell or otherwise dispose of the Covered Securities to be sold pursuant to such Compelled Sale Agreement (Sale. In the "event that a Compelled Sale Termination Date")Holder should fail to deliver such certificate or certificates as aforesaid, which the Company shall cause the books and records of the Company to show that such Covered Securities are bound by the provisions of this Section 4(b) and that such Covered Securities shall be Transferred only to the purchaser in such Control Transfer upon surrender for Transfer by the Compelled Holder thereof. (ii) If, within 120 days (or such longer period not more than 150 exceeding 180 days following as may be necessary to comply with any applicable provisions of the delivery of HSR Act) after the Compelling Holders give the Compelled Sale Notice, they have not completed the sale of all the Covered Securities to be sold in such Compelled Sale, such Compelling Holders shall return to each of the Compelled Holders all certificates representing securities that such Compelled Holder delivered for sale pursuant hereto. (ciii) The provisions Promptly after the consummation of the sale of Covered Securities of the Compelling Holders and Compelled Holders pursuant to this Section 2.7(c) 4, the Compelling Holders shall only apply if give notice thereof to the aggregate consideration Compelled Holders, shall remit to be paid for all outstanding Shares in such the Compelled Sale implies an Enterprise Value on Holders the date total sales price of delivery the Covered Securities of the Compelled Sale Notice of less than the product of Holders sold pursuant thereto (x) 6.5 times (y) EBITDA after deduction of the Company for the latest four fiscal quarters Compelled Holders' proportionate share of the Company for which information was (expenses associated with such sale, based on the number or was required amount of Covered Securities sold by the Compelled Holders in relation to be) provided to Investors the total number or amount of Covered Securities being sold pursuant to this Section 4.4 hereof4). (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice on or prior to the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain such

RIGHTS TO COMPEL SALE. (a) If Anything contained herein to the contrary notwithstanding, if at any time the Controlling Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, holders of at least two thirds (66 2/3%) of the issued Preferred Shares shall approve a “Sale” (as defined below) of the Corporation (a “Sale Proposal”), then the Corporation shall deliver a notice (a “Required Sale Notice”) with respect to such Sale Proposal to all Purchasers, Stockholders and outstanding Shares Other Stockholders stating that the Corporation proposes to effect the Sale Proposal and providing the identity of the persons involved in such Sale Proposal and the material terms thereof (such Purchasers, Stockholders and Other Stockholders are referred to in this Section 15 individually as a bona fide “Compelled Seller” and together as the “Compelled Sellers”). Each such Compelled Seller, upon receipt of a Required Sale Notice, shall be obligated to (i) sell all shares of the Corporation’s capital stock then owned or controlled by such Compelled Seller and participate in the transaction (a "“Required Sale”) contemplated by the Sale Proposal, (ii) vote all shares of capital stock owned or controlled by such Compelled Seller in favor of such Sale Agreement"), the Controlling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each Proposal at any meeting (or written action in lieu of a meeting) of the Investors stockholders of the Corporation called (the "Remaining Holders"or solicited) to sell allvote on or approve such Sale Proposal, and (iii) otherwise to take all necessary action to cause the Corporation and the Compelled Seller to consummate such Required Sale. Any such Required Sale Notice may be rescinded by the Corporation (but not less then all, only with the consent of the Shares held by each such Remaining Holder holders of at least two thirds (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (and hereby agree to66 2/3%) sell such Shares on the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each Preferred Shares) at any time and without penalty by delivering written notice thereof to all of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussionsCompelled Sellers. (b) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy obligations of the Compelled Sale Agreement and shall set forth: Sellers pursuant to this Section 15 are subject to the satisfaction of the following conditions: (i) the name and address all of the Third Party; Compelled Sellers shall receive the same proportion of the aggregate consideration from such Required Sale that each such holder would have received if such aggregate consideration had been distributed by the Corporation in complete liquidation pursuant to the rights and preferences set forth in the Certificate of Incorporation of the Corporation as in effect immediately prior to such Required Sale (giving effect to applicable orders of priority and the exercise price of all warrants and options); (ii) if any holder of any class or series of capital stock of the Corporation is given an option as to the form and amount of consideration to be paid per Share and received, all holders of such class or series of capital stock will be given the terms and conditions of payment offered by the Third Party; and same option; (iii) all other material terms of such no Compelled Sale, including the proposed date of the Compelled Sale (the "Compelled Sale Date"), which Seller shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c) shall only apply if the aggregate consideration obligated to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereof. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice on or make any out-of-pocket expenditure prior to the fifth Business Day following delivery consummation of the Appraisal Request. Such Other Purchasers Required Sale and no Compelled Seller shall retain suchbe obligated to pay more than his pro rata share (based upon the amount of consideration received) of expenses incurred in connection with a consummated Required Sale to the extent such costs are incurred for the benefit of all stockholders and are not otherwise paid by the Corporation or the acquiring party (costs incurred by or on behalf of a Compelled Seller for its or his sole benefit will not be considered costs of the transaction hereunder), provided that a Compelled Seller’s liability for such expenses shall be capped at the total purchase price received by such Compelled Seller for its shares of the Corporation’s capital stock (including the exercise price thereof); and (iv) in the event that any Compelled Seller is required to provide any representations or indemnities in connection with the Required Sale (other than representations and indemnities concerning each Compelled Seller’s valid ownership of his shares of capital stock of the Corporation, free of all liens and encumbrances (other than those arising under applicable securities laws), and each Compelled Seller’s authority, power, and right to enter into and consummate such purchase or merger agreement without violating any other agreement and the enforceability against such Compelled Seller of such purchase or merger agreement and any related transaction documents), then each Compelled Seller shall not be liable for more than his pro rata share (based upon the amount of consideration received) of any liability for misrepresentation or indemnity and such liability shall not exceed the total purchase price received by such Compelled Seller for his shares of the Corporation’s capital stock (including the exercise price thereof).

RIGHTS TO COMPEL SALE. (a) If at In the event any time Stockholder or group of Stockholders holding a Compelling Stake (the Controlling Stockholders "Compelling Stockholders") shall enter into a written agreement with an unaffiliated party (a Third Party "Compelled Sale Purchaser") to acquire sell solely for cash or securities listed on a U.S. national securities exchange or included for quotation in a U.S. inter-dealer quotation system of a registered national securities association all, but not less than all, of the issued and then outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Compelling Stockholders shall have the right, subject to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") Stockholders to sell all, but not less then than all, of the Shares held by each such Remaining Holder Stockholder (a "Compelled Sale"). Subject to the terms and conditions set forth below, the Remaining Holders shall (Stockholders shall, and hereby agree to) , sell such Shares on the same terms and conditions as the most favored Compelling Stockholder sells its Shares pursuant to the Compelled Sale Agreement and for the same at a consideration per Share (the "Compelled Sale Price") equal to the greater of (i) the consideration to be received by the most favored Compelling Stockholder pursuant to the Compelled Sale Agreement and (ii) the greatest consideration received by any Compelling Stockholder in any transaction between such Compelling Stockholder and the Compelled Sale Purchaser during the 60-day period preceding the date the Compelled Sale Notice (as the Controlling Stockholders sell their Shares. As soon as defined below) is reasonably practicable after the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussionsgiven. (b) Within two Business Days business days following execution of any Compelled Sale Agreement, the Controlling Compelling Stockholders shall provide each Remaining Holder Stockholder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name and address of the Third PartyCompelled Sale Purchaser; (ii) the amount of consideration to be paid per Share Compelled Sale Price and the terms and conditions of payment offered by the Third PartyCompelled Sale Purchaser; and (iii) all other material terms of such Compelled Sale, including the proposed pro posed consummation date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination termina tion date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 180 days following fol lowing the delivery of the Compelled Sale Notice. In the event of any change in the consideration to be paid, or any material change to any of the terms or conditions of the Compelled Sale, a new Compelled Sale Notice shall be provided to the Remaining Stockholders, and the Compelled Sale Closing (as defined below) shall not occur earlier than the 20th day subsequent to the date on which such new Compelled Sale Notice is provided. (c) The provisions Subject to the satisfaction or waiver of this Section 2.7(c) shall only apply if the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery terms and conditions of the Compelled Sale Notice Agreement (other than any condition relating to the delivery of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereof. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal RequestRemaining Stockholders), Apollo the Compelled Sale shall occur at a closing (the "Compelled Sale Closing") on the Compelled Sale Date during normal business hours at a time and Yucaipa place reasonably designated by the Compelling Stockholders and the Compelled Sale Purchaser; provided that if the Compelled Sale Closing shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice not have occurred on or prior to the fifth Business Day following delivery Compelled Sale Termination Date, the Remaining Stockholders will be released from their obligations under this Section 3.4, unless and until the Compelling Stock holders deliver a new Compelled Sale Notice in compliance with this Section 3.4. (d) No Remaining Stockholder shall be required to make any representations and warranties to any person in connection with such Compelled Sale except as to (i) good title and the absence of liens with respect to such Remaining Stockholder's Shares, (ii) the Appraisal Requestcorporate or other existence of such Remaining Stockholder and (iii) the authority for and the validity and binding effect of, and the absence of any conflicts under the charter documents and material agreements of such Remaining Stockholder as to, any agreements entered into by such Remaining Stockholder in connection with such Transfer. Such Other Purchasers The Remaining Stockholders shall retain suchnot be required to provide any indemnities in connection with such Transfer except for a breach of such representations and warranties. (e) In lieu of a sale of Shares, the Compelled Sale may be accomplished by, and the Compelled Sale Agreement may provide for, a merger, consolidation or other business combina tion permitted by Delaware law. (f) In the event the Compelled Sale is accomplished in any manner permitted by this Section 3.4 that would otherwise give rise to appraisal, dissenters' or other similar rights under any applicable law, no Stockholder shall take any action to exercise, enforce or perfect such rights, if any, and each Stockholder hereby expressly waives (on behalf of itself and any transferee or other successor) all such rights.

RIGHTS TO COMPEL SALE. (ai) If at any time SBIC Partners (also referred to herein sometimes as the Controlling Stockholders shall enter into a written agreement with a Third Party "Transferring Stockholder"), proposes to acquire solely for cash Transfer all, but not less than all, of any shares of Common Stock held by it to another Person (other than an Affiliate), then the issued Transferring Stockholder may, at its option, require the remaining Stockholders and outstanding Shares in a bona fide transaction their respective Affiliates (a collectively, the "Compelled Sale AgreementRemaining Stockholders"), the Controlling Stockholders shall have the right, subject to the terms and conditions set forth belowrights of the holders of Class E Common Stock under the Xxxxxxx Securities Purchase Agreement, to require each sell all of the Investors shares of Common Stock and/or Junior Preferred Stock owned by them (collectively, the "Remaining HoldersDesignated Securities") to sell all, but not less then all, such Person for the same consideration on a per share basis (determined as if all shares of Junior Preferred Stock were converted to Common Stock in the Shares held by each such Remaining Holder (a "Compelled Sale"). Subject to the terms and conditions manner set forth below, in the Remaining Holders shall (Junior Certificate of Designation) and hereby agree to) sell such Shares otherwise on the same terms and conditions and for upon which the same per Share consideration as the Controlling Transferring Stockholder is selling its Common Stock and/or Junior Preferred Stock, provided that any Remaining Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale selling equity securities of the Company pursuant to this Section 4(d) will not be required to make any representations, warranties or indemnities in connection with such sale other than representations and warranties with respect to title of the shares being sold and authority to sell such shares and indemnities directly related thereto. (whether through a merger, sale ii) The Transferring Stockholder shall send written notice of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide exercise of its rights pursuant to this Section 4(d) to each of the Investor Nominees with notice thereofRemaining Stockholders, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in transfer shall be delivered at least thirty (30) days prior to such discussions. (b) Within two Business Days following execution of any Compelled Sale AgreementTransfer, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall also set forth: (i) forth the name and address consideration per share of the Third Party; (ii) the amount of consideration Designated Securities to be paid per Share by the third party purchaser and the other terms and conditions of such Transfer. On or prior to the closing date of such Transfer, each of the Remaining Stockholders shall deliver to the purchaser of the Designated Securities certificates representing the Designated Securities held by such Remaining Stockholders, together with appropriate instruments of transfer, duly endorsed in blank, and with all other documents required to be executed in connection with such transaction, against payment offered of the total purchase price for the Designated Securities to be purchased (at the price per share specified in the Notice of Transfer referred to in this Section 4(d)) in accordance with instructions delivered by such Remaining Stockholder to the Transferring Stockholder not later than the day immediately preceding the closing of such Transfer. In the event that a Remaining Stockholder should fail to deliver such certificates to the purchaser of the Designated Securities in the manner set forth above, the Company shall cause the books and records of the Company to show that such Designated Securities are bound by the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Notice. (c) The provisions of this Section 2.7(c4(d) and that such Designated Securities shall be transferred only apply if to the aggregate consideration to be paid third party purchaser upon surrender for all outstanding Shares in such Compelled Sale implies an Enterprise Value on transfer by the date of delivery holder thereof. (iii) Simultaneously with the consummation of the Compelled Sale Notice sale of less than the product of (x) 6.5 times (y) EBITDA equity securities of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereof. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal RequestTransferring Stockholder and of Designated Securities held by the Remaining Stockholders pursuant to this Section 4(d), Apollo the Company shall furnish such evidence of the completion and Yucaipa shall choose an Appraiser from the list time of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers completion of such choice on sale or prior to other disposition and the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain suchterms thereof as may be reasonably requested by such Remaining Stockholders.

RIGHTS TO COMPEL SALE. 2.2.1. The Kohlberg Holders may, in connection with a bona fide offer (aa “Compelled Sale Offer”) If at any time the Controlling Stockholders shall enter into a written agreement with by a Third Party to acquire solely for cash allvalue (including without limitation by recapitalization, merger, consolidation, reorganization or other structure, but not less other than all, pursuant to an underwritten Public Offering) a number of the issued and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject equal to the terms and conditions set forth below, to require each of the Investors (the "Remaining Holders") to sell all, but not less then all, at least 50% of the Shares held by the Kohlberg Holders immediately after the Closing (such percentage equitably adjusted for stock splits, stock dividends, reclassifications, recapitalizations and the like), require each other Holder to sell to such Third Party a percentage (the “Compelled Sale Percentage”) of the Shares then held by each such Remaining Holder (a "Compelled Sale"). Subject equal to the terms and conditions set forth belowpercentage of the total amount of Shares then held by all of the Kohlberg Holders which are proposed to be sold by the selling Kohlberg Holders to such Third Party (such percentages to be determined on a Fully-Diluted Basis). 2.2.2. If the Kohlberg Holders elect to exercise their right to compel a sale pursuant to this Section 2.2, the Remaining Kohlberg Holders shall (and hereby agree to) sell such Shares on will deliver at least 20 days prior to the same terms and conditions and for the same per Share consideration as the Controlling Stockholders sell their Shares. As soon as is reasonably practicable after the commencement of material discussions regarding a proposed sale closing of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions. (b) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with proposed transfer written notice thereof (the "“Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy ”) of the Compelled Sale Agreement Offer to the Company and shall set forth: the other Holders, setting forth (ia) the name and address per Share consideration to be received in the proposed sale, (b) the identity of the Third Party; , (iic) the amount of consideration to be paid per Share Compelled Sale Percentage and (d) the other principal terms and conditions of payment offered by thereof insofar as they relate to the Third Party; and (iii) all other material terms of such Compelled Sale, including Shares. 2.2.3. If the selling Kohlberg Holders consummate the proposed date of sale to which reference is made in the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 Notice within 120 days following the delivery of the Compelled Sale Notice, and the outside termination date of each other Holder shall be obligated to sell the Compelled Sale Agreement Percentage of his, her or its Shares in the proposed sale on the same terms and conditions, with respect to each Share sold (subject to Section 2.3.5 in the "case of Options and Convertible Securities), as the selling Kohlberg Holders shall sell each Share in the sale. If the selling Kohlberg Holders have not consummated the proposed sale to which reference is made in the Compelled Sale Termination Date"), which shall be not more than 150 Notice within 120 days following the delivery of the Compelled Sale Notice. (c) The , the Compelled Sale Notice shall be null and void, each Holder shall be released from his or its obligation under the Compelled Sale Notice and it shall be necessary for a separate Compelled Sale Notice to be furnished and the terms and provisions of this Section 2.7(c) shall only apply if the aggregate consideration 2.2 separately complied with, in order to be paid for all outstanding Shares in consummate such Compelled Sale implies an Enterprise Value on the date of delivery of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors proposed sale pursuant to this Section 4.4 hereof2.2. (i) If the Other Purchasers holding at least 65% of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Request, and notify such Other Purchasers of such choice on or prior to the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain such

RIGHTS TO COMPEL SALE. (a) If the First Reserve Stockholders and their respective affiliates propose to make a transfer of 100% of their Stock in the Company, at any time when the Controlling First Reserve Stockholders shall enter into a written agreement with a Third Party to acquire solely for cash all, but not less than all, and their affiliates own at least 50% of the issued and outstanding Shares in Fully Diluted Common Stock, to a bona fide transaction (Person that is neither an affiliate of the First Reserve Stockholders nor a "Compelled Sale Agreement")Person with respect to which the First Reserve Stockholders or any of their affiliates has a direct or indirect economic interest, then the Controlling First Reserve Stockholders shall have the right, subject to the terms and conditions exercisable as set forth below, to require each all of the Investors other Securityholders (the "Remaining HoldersSecurityholders") to sell all, but not less then all, all of the Shares held Stock and Vested Stock Rights then owned by each such Remaining Holder Securityholders (a the "Compelled SaleTransfer Stock"). Subject ) to the terms proposed transferee (the "Acquiror") for the same consideration per share of Stock or Vested Stock Right as is being paid to the First Reserve Stockholders, which consideration shall consist entirely of cash and/or Marketable Securities and conditions set forth below, the Remaining Holders shall (and hereby agree to) sell such Shares otherwise on the same terms as are applicable to the First Reserve Stockholders. The purchase price for each Vested Stock Right in any such transfer shall equal the "spread" between the exercise price for such Vested Stock Right and the purchase price per share of Stock. The terms and conditions other than the consideration to be received by the Remaining Securityholders for Stock and for Vested Stock Rights sold pursuant to this Section 5.5 shall be as set forth in the same per Share consideration as applicable Purchase Agreement between the Controlling First Reserve Stockholders sell their Shares. As soon as is reasonably practicable after and the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussionsAcquiror. (bi) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling First Reserve Stockholders shall cause the terms of the transfer to be reduced to writing and shall provide each Remaining Holder with a written notice thereof (the "Compelled Sale Transfer Notice")) of such transfer to the Company and the Company shall provide such Compelled Sale Transfer Notice to the Remaining Securityholders. The Compelled Sale Transfer Notice shall attach a copy contain written notice of the exercise of the First Reserve Stockholders rights pursuant to Section 5.5(a) hereof, setting forth the consideration to be paid by the Acquiror for each type of Stock and Stock Right and the other terms and conditions of the transfer. Within 20 calendar days following the date of receipt of the Compelled Sale Agreement and shall set forth: (i) the name and address Transfer Notice, each of the Third Party; (ii) Remaining Securityholders shall deliver to the amount of consideration to be paid per Share and the terms and conditions of payment offered by the Third Party; and (iii) all other material terms of such Compelled Sale, including the proposed date of the Compelled Sale First Reserve Stockholders (the "Compelled Sale DateNotice Designee")) certificates representing the Stock and instruments representing Stock Rights owned by such Remaining Stockholder, which duly endorsed, together with all other documents required to be executed in connection with such transfer or, if such delivery is not permitted by applicable law, an unconditional agreement to deliver such certificates pursuant to this Section 5.5(b) at the closing for such transfer against delivery to such Remaining Securityholder of the consideration therefor. Such certificates shall be not less than 20 days following held by the delivery First Reserve Stockholders in escrow for the benefit of the Compelled Sale Noticeappropriate Remaining Securityholder and, if requested by the Remaining Securityholder, the First Reserve Stockholders shall execute such form of escrow agreement as is reasonably satisfactory to the First Reserve Stockholders and such Remaining Securityholder and which assures that the outside termination date relevant Stock and/or Stock Rights are not considered property of the Compelled Sale Agreement (First Reserve Stockholders. In the "Compelled Sale Termination Date")event that a Remaining Securityholder should fail to deliver such certificates as aforesaid, which the Company shall be not more than 150 days following cause the delivery books and records of the Compelled Sale Notice. (c) The Company to show that such Stock and Stock Rights are bound by the provisions of this Section 2.7(c5.5(b) and that such Stock and Stock Rights shall be transferred only apply if to the aggregate consideration Acquiror upon surrender for transfer by the Remaining Securityholder thereof. (ii) If, within 150 calendar days (or such longer period not exceeding 210 calendar days as may be necessary to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on comply with any applicable provisions of the date Hart-ScottRodino Antitrust Improvements Act of delivery of 1976, as amended, xx to obtain other required regulatory approval) after the First Reserve Stockholders give the Compelled Sale Notice Transfer Notice, it has not completed the sale of less than all the product of (x) 6.5 times (y) EBITDA Transfer Stock, the First Reserve Stockholders shall return to each of the Company Remaining Securityholders all certificates representing Stock and Stock Rights that such Remaining Securityholders delivered for sale pursuant hereto, and all the latest four fiscal quarters of restrictions on sale or other disposition contained in this Agreement with respect to such Stock and Stock Rights and the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereofStock owned by the First Reserve Stockholders shall again be in effect. (iiii) If Upon the Other Purchasers holding at least 65% consummation of the Shares then sale of Stock held by the Other Purchasers deliver an Appraisal RequestFirst Reserve Stockholders and the Remaining Securityholders pursuant to this Section 5.5, Apollo the First Reserve Stockholders shall give notice thereof to the Remaining Securityholders, shall (or shall cause the purchaser to) remit to each of the Remaining Securityholders a net amount with respect to the Stock and Yucaipa shall choose an Appraiser from Stock Rights of such Remaining Securityholders sold pursuant thereto, after deduction of a pro rata portion of any related out-of-pocket fees and expenses payable to Persons other than the list First Reserve Stockholders or any of proposed Appraisers contained in the Appraisal Requestits affiliates, and notify shall furnish such Other Purchasers other evidence of the completion and time of completion of such choice on sale or prior other disposition and the terms thereof as may be reasonably requested by such Remaining Securityholders, PROVIDED that if the cash or the fair market value of the Marketable Securities payable to any Remaining Securityholder exceeds $5,000,000, such Remaining Securityholder shall be entitled to have such cash and/or Marketable Securities (net of any fees and expenses that are to be deducted in accordance with this Section) paid directly to the fifth Business Day following delivery Remaining Securityholder by the Acquiror at the closing of the Appraisal Request. Such Other Purchasers shall retain suchtransaction.

RIGHTS TO COMPEL SALE. (a) If The Majority Stockholder will have the right at any time the Controlling Stockholders shall enter into in connection with a written agreement with bona fide offer (a "COMPELLED SALE OFFER") by a Third Party to acquire solely for cash allpurchase (other than pursuant to a Public Offering) Securities from the Majority Stockholder, but not less than all, of the issued and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject to the terms and conditions exercisable as set forth below, to require each of the Investors (the "Remaining Holders") Non-Majority Stockholders to sell all, but not less then all, up to a percentage of the Shares Non-Majority Stockholders' Securities then held by each such Remaining Holder (a "Compelled Sale"). Subject the Non-Majority Stockholders that is equal to the terms percentage of the Securities held by the Majority Stockholder that the Majority Stockholder intends to sell to such Third Party, for the same per share consideration (in form and conditions set forth below, the Remaining Holders shall (amount) and hereby agree to) sell such Shares on the same terms and conditions and that the Majority Stockholder sells its Securities (less, in the case of any Options, warrants or other convertible Securities, the exercise price therefor). Without limiting the foregoing, in the event that the Compelled Sale Offer by such Third Party provides an option for the same per Share Majority Stockholder as to the form of consideration as to be received in the Controlling Stockholders sell their Shares. As soon as sale, each Non-Majority Stockholder will be entitled to elect to receive any form of consideration that is reasonably practicable after offered to the commencement of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in Majority Stockholder pursuant to such discussionsCompelled Sale Offer. (b) Within two Business Days following execution If the Majority Stockholder elects to exercise its right to compel a sale pursuant to this Section 2.5, the Majority Stockholder will, at least 15 calendar days prior to the closing of any such sale, deliver written notice of the Compelled Sale AgreementOffer to the Company and the Non-Majority Stockholders setting forth the consideration, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (identity of the "Compelled Sale Notice"). The Compelled Sale Notice shall attach Third Party and the other terms and conditions thereof, as well as a copy of the definitive agreements that relate in whole or in part to such sale or other transaction of which such sale is a part. If the Compelled Sale Agreement Offer consists in whole or in part of consideration other than cash, the Majority Stockholder will provide such information, to the extent reasonably available to the Majority Stockholder, relating to such consideration as the Non-Majority Stockholders may reasonably request in order to evaluate such non-cash consideration. The Non-Majority Stockholders will enter into any agreement (a "COMPELLED SALE AGREEMENT") relating to the Compelled Sale Offer to which the Majority Stockholder is a party and will be required to give such representations and warranties and share pro rata in any indemnities required to be given by the Majority Stockholder; PROVIDED, that each Non-Majority Stockholder's liabilities pursuant to this sentence shall set forth: (i) the name and address of the Third Party; (ii) in no event exceed the amount of consideration to be paid per Share and the terms and conditions of payment offered gross proceeds received by the Third Party; and (iii) all other material terms such Non-Majority Stockholder in respect of such Compelled Salesale. With respect to individual representations and warranties as to title to the Securities, including the proposed date absence of any liens on such Securities and authority to consummate the Compelled Sale transaction (the "Compelled Sale DateSTOCKHOLDER REPRESENTATIONS"), which each Non-Majority Stockholder shall be severally and not less than 20 days following the delivery of the Compelled Sale Notice, and the outside termination date of the Compelled Sale Agreement (the "Compelled Sale Termination Date"), which shall be not more than 150 days following the delivery of the Compelled Sale Noticejointly liable only for his or her own Stockholder Representations. (c) The Each Non-Majority Stockholder will deliver to the Company in escrow, not less than five Business Days before the proposed date of consummation of the Compelled Sale Offer, the Duly Endorsed certificate or certificates representing all of the Securities owned by such Non-Majority Stockholder subject to the Compelled Sale Agreement, free and clear of any Encumbrances. If any Non-Majority Stockholder fails to deliver such certificates to the Company, the Company will cause the books and records of the Company to show that such shares are subject to the provisions of this Section 2.7(c) shall 2.5 and may be Transferred only apply if to the aggregate consideration to be paid for all outstanding Shares in such Compelled Sale implies an Enterprise Value on the date of delivery Third Party upon payment of the Compelled Sale Notice of less than the product of (x) 6.5 times (y) EBITDA of the Company purchase price without interest and upon surrender for the latest four fiscal quarters of the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereofTransfer by such Non-Majority Stockholder. (id) If Immediately after completion of any such sale pursuant to this Section 2.5, the Other Purchasers holding at least 65% Company will notify the Non-Majority Stockholders of such completion and will remit to each Non-Majority Stockholder the proceeds of such sale attributable to the sale of such Non-Majority Stockholder's Securities; PROVIDED, HOWEVER, that if any Non-Majority Stockholder fails to deliver the certificates for such Securities to the Company in accordance with this Section 2.5, the Third Party will hold such proceeds in escrow (with no interest) until such defaulting Non-Majority Stockholder so delivers such certificates (or a lost certificate affidavit reasonably acceptable to the Third Party). (e) Notwithstanding anything in this Section 2.5 to the contrary, there will be no liability on the part of the Shares then held by Majority Stockholder to any Non-Majority Stockholder or on the Other Purchasers deliver an Appraisal Requestpart of the Non-Majority Stockholders to the Majority Stockholder if any sale of Securities pursuant to this Section 2.5 is not consummated for whatever reason. It is understood that the Majority Stockholder, Apollo in its sole discretion, will determine whether to effect a sale of securities to any Third Party pursuant to this Section 2.5; PROVIDED that the Majority Stockholder shall not, and Yucaipa no Co-Selling Stockholder shall choose an Appraiser from be obligated to, consummate the list Transfer of proposed Appraisers contained Securities pursuant to this Section 2.5 unless the Majority Stockholder consummates such Transfer for the same per share purchase consideration (in form and amount) and on the same terms (less, in the Appraisal Requestcase of any Options, and notify such Other Purchasers of such choice on warrants or prior to other convertible Securities, the fifth Business Day following delivery of the Appraisal Request. Such Other Purchasers shall retain suchexercise price therefor).

RIGHTS TO COMPEL SALE. (a) If Notwithstanding anything to the contrary contained herein, if, at any time time, any one or more of the Controlling Stockholders Initial Investors desires to, directly or indirectly, sell or otherwise dispose of any Shares to any third party (other than an Affiliate), such that after giving effect to such sale or other disposition the total number of Shares owned by the Initial Investors and Employee Holders, collectively, would constitute 10% or less of the total number of Shares collectively owned, directly or indirectly, by them as of the date hereof, such Initial Investors (the "Offering Holders") shall enter into first make a written agreement with a Third Party offer (the "Offer") to acquire solely for Frigorifique offering to sell such Shares and (i) stating the cash price per Share, denominated in U.S. Dollars, which the Offering Holders are seeking, (ii) stating the number of Shares the Offering Holders desire to sell, (iii) indicating what portion (if any) of the price will be subject to future indemnification and specifying the terms thereof, (iv) stating generally the representations and warranties the Offering Holders are prepared to make, and (v) stating any other terms and conditions of the offer. Frigorifique shall then have the option, but not the obligation, to purchase all, but not less than all, of the issued Shares so offered at the price and outstanding Shares in a bona fide transaction (a "Compelled Sale Agreement"), the Controlling Stockholders shall have the right, subject to upon the terms and conditions set forth below, in the Offer. The option provided for herein shall be exercisable by Frigorifique by giving written notice to require each the Offering Holders within sixty (60) days after receipt of the Investors Offer. (b) if Frigorifique chooses not to exercise such option, it may, within the sixty (60) day period provided for herein, propose a counteroffer (the "Remaining HoldersCounteroffer") proposing changes to the Offer. The offering Holder shall then have the option, but not the obligation, to accept the Counteroffer by giving written notice thereof within thirty (30) days of receipt of the Counteroffer. (c) If, for any reason, Frigorifique does not acquire the Shares subject to an Offer as provided in the preceding subsections (a) and (b), the Offering Holders shall have the right for a period of two hundred and seventy (270) days following the termination of the thirty (30) day period referred to in the preceding subsection (b) to (i) sell all of the Shares that were the subject of the Offer to any third party purchaser (other than an Affiliate), but only on terms and conditions more favorable to the Offering Holders than those contained in the Offer (or any Counteroffer, if a Counteroffer shall have been made), and (ii) compel Frigorifique to sell all of its Shares to such third party purchaser in accordance with the provisions of subsection (f) below. (d) If, for any reason, Frigorifique chooses not to exercise the option provided for in subsection (a) hereof and not to make a counteroffer pursuant to subsection (b), then, at the expiration of the sixty (60) day period provided for in subsection (a), the Offering Holders shall have the right for a period of two hundred and seventy (270) days to (i) sell all of the Shares that were the subject of the Offer to any third party purchaser (other than an Affiliate) on any terms and conditions, including, without limitation, such terms or conditions which may be less favorable to the Offering Holders than those contained in the Offer and (ii) to compel Frigorifique to sell all of its Shares to such third party purchaser in accordance with the provisions of subsection (f) below. (e) If Shares which were the subject of an Offer pursuant to subsection (a) hereof are not sold pursuant to the provisions of this Section prior to the expiration of the applicable time periods, such Shares shall be come subject once again to the provisions and restrictions hereof. (f) If Frigorifique is compelled to sell its Shares pursuant to subsections (c) or (d) hereof, then the Offering Holders may, at their option, require all the other Stockholders to sell all, but not less then allpart, of the Shares held owned by each such Remaining Holder them (a "Compelled Sale"). Subject together with the Frigorifique Shares to the terms and conditions set forth belowbe sold, the Remaining "Designated Shares") to such third party. If the Offering Holders shall elect to compel Frigorifique to sell its Shares and the Offering Holders exercise their option (pursuant to this subsection (f)) to require all other Stockholders to sell their Shares, each Stockholder hereby agrees to sell all of its Designated Shares to such third party for the same Consideration per Share and hereby agree to) sell such Shares otherwise on the same terms and conditions and for upon which the same per Share consideration as the Controlling Stockholders sell Offering Holders are selling their Shares. As soon as is reasonably practicable after ; provided, however, that such sale shall not be for Consideration valued -------- ------- at less than US$4.00 per Share; provided, further, however, that each such -------- ------- ------- Stockholder shall only be required to indemnify any such third party for an amount equal to the commencement product of material discussions regarding a proposed sale of the Company (whether through a merger, sale of stock or assets or otherwise), business combination, or similar transaction, the Controlling Stockholders shall provide each of the Investor Nominees with notice thereof, which shall include reasonable details with respect thereto. The Controlling Stockholders shall provide each of the Investor Nominees with prompt notice of all material developments in such discussions. (b) Within two Business Days following execution of any Compelled Sale Agreement, the Controlling Stockholders shall provide each Remaining Holder with written notice thereof (the "Compelled Sale Notice"). The Compelled Sale Notice shall attach a copy of the Compelled Sale Agreement and shall set forth: (i) the name difference between the Consideration per Share received by such Stockholder and address of the Third Party; such Stockholder's cost basis in such Shares and (ii) the amount number of consideration Shares sold by each such Stockholder. For the purposes of this Section 5, "Consideration" shall have the same meaning as is assigned to such term in Section 4(c) hereof. (g) The Investors shall send written notice of the exercise of their rights and option referred to in subsection (f) to each of the other Stockholders, setting forth the Consideration per Share to be paid per Share by the third party purchaser and the other terms and conditions of payment offered by such transaction. In the Third Party; and (iii) all event that the Consideration is in a form other material terms of such Compelled Salethan cash, including the proposed date Offering Holders shall provide the other Stockholders with a good faith valuation of the Compelled Sale (the "Compelled Sale Date"), which shall be not less than 20 Consideration. Within 10 days following the delivery date of such notice, each of the Compelled Sale Notice, and the outside termination date other Stockholders shall deliver to a representative of the Compelled Sale Agreement (Offering Holders designated in the "Compelled Sale Termination Date")notice referred to above, which certificates representing the Designated Shares held by such Stockholder, duly endorsed, together with all other documents required to be executed in connection with such transaction. In the event that any of such other Stockholders shall be not more than 150 days following fail to deliver such certificates to the delivery Offering Holders' representative, the Corporation shall cause the books and records of the Compelled Sale Notice. (c) The Corporation to show that such Shares are bound by the provisions of this Section 2.7(c5 and that such Shares shall be transferred only to such third party purchaser upon any surrender of such Shares for transfer by the holder thereof. (h) shall only apply if If, within 90 days after the aggregate consideration to be paid for Offering Holders given such notice, the sale of all outstanding the Shares in such Compelled Sale implies an Enterprise Value on the date of delivery of the Compelled Sale Notice of less than Stockholders in accordance with the product of (x) 6.5 times (y) EBITDA written notice referred to above has not been completed, the Offering Holders shall return to each of the Company other Stockholders all certificates representing Shares that such Stockholder delivered for sale pursuant hereto, and all the latest four fiscal quarters of restrictions on sale or other disposition contained in this Agreement with respect to Shares owned by the Company for which information was (or was required to be) provided to Investors pursuant to Section 4.4 hereofOffering Holders and the other Stockholders shall again be in effect. (i) If Simultaneously with the Other Purchasers holding at least 65% consummation of the sale of Shares of the Offering Holders and the other Stockholders pursuant to this Section 5, the Offering Holders shall remit to each of the other Stockholders the total sales price of the Shares then held by the Other Purchasers deliver an Appraisal Request, Apollo and Yucaipa shall choose an Appraiser from the list of proposed Appraisers contained in the Appraisal Requestsuch Stockholders sold pursuant thereto, and notify shall furnish such Other Purchasers other evidence of the completion and time of completion of such choice on sale or prior other disposition and the terms thereof as may be reasonably requested by such Stockholders. (j) Prior to, or simultaneously with, any compulsory sale by Frigorifique of its Shares pursuant to this Agreement, the fifth Business Day following delivery Company shall redeem all of the Appraisal Request. Such Other Purchasers shall retain suchSeries A Preferred Shares then owned by Frigorifique.