Common use of Priority in Requested Registration Clause in Contracts

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If So long as the Initiating Investors hold at least 25% of the Registrable Securities issued to the Investors on the date of this Agreement, the Company shall have the right to include in any Registration Statement initiated by an Investor pursuant to this Section 1, for sale in accordance with the method of disposition specified by the requesting Investors, Common Stock to be sold by the Company for its own account. If, in the good-faith judgment of the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder inclusion of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% all of the Registrable Securities requested for inclusion pursuant to this Section 1 and the Common Stock proposed to be sold by the Company for its own account would adversely affect the successful marketing of the proposed offering, then the number of shares of Common Stock to be included in the offering shall be reduced to the required level, first, by excluding Common Stock to be sold by the Company for its own account and second, by reducing the participation of such registration, the Company, except as provided in the following sentence, will include Initiating Investors and other Holders in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, offering pro rata among such Initiating Investors and other Holders, based upon the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number amount of Registrable Securities requested to be included in owned by such Initiating Investors and other Holders. The Company will not cause any other registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities statement with respect to which registration has been requested and constituting not its Registrable Securities for its own account to become effective less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 120 days after receipt the effective date of such notice by the Company andany registration requested pursuant to this Section 1, except in the event case of: (i) a registration of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled securities pursuant to a Registration Statement on Form S-8 or Form S-4 or any successor form thereto; (ii) any registration statement covering only securities proposed to be issued in exchange for securities or assets of another corporation; (iii) any registration statement relating solely to employee stock option, stock purchase, benefit or similar plans; or (iv) other registrations required under Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration1.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities (assuming the conversion of the Shares into Class A Common Stock) requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, first, Registrable Securities requested to be included in such registration, pro rata (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration on registration, second, all securities proposed to be sold by the basis of Company for its own account, and third, any Third Party Securities requested to be included in such registration. Notwithstanding the estimated gross proceeds from the sale thereof. If foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in the preceding sentenceincluded, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/350% of the Registrable Securities (assuming the conversion of the Shares into Class Common Stock) with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holdersrequested, shall have the right to withdraw the request for registration of all such Registrable Securities by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request for all Registrable Securities shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number or type of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable (including any Additional Securities requested to be included in pursuant to Section 3.1(b)) is a number or type which would adversely affect such registrationoffering (including, but not limited to, the Companyprice offered), except as provided in then the following sentence, will Company shall include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from percentage of the sale thereofRegistrable Securities of such Selling Holders requested so to be registered. If the total number of In connection with any such registration to which this Section 3.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration unless all Registrable Securities requested to be included in such registration are so included. If all of the Registrable Securities requested by the Initiating Holder to be included in such registration cannot be included as provided in the preceding sentencefirst sentence of this Section 3.1(f), holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of Company shall so notify the Initiating Holders, Holder and the Initiating Holder shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice thereof by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any 3.1 hereof (thereby allowing such holders to make a demand for registration pursuant to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration3.1 at another time).

Priority in Requested Registration. If the managing underwriter of any an underwritten offering shall advise the Company in writing or if the Company determines in good faith based upon the advice of its financial advisor for any offering which is not underwritten (and in each such case the Company shall so promptly advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its the underwriter's or the Company's opinion, as the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registrationcase may be, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in exceeds the preceding sentence, holders number of Registrable Securities requesting registration thereof pursuant that can be sold in such offering without adversely affecting the market for the Company's securities or the price that may be obtained in such offering, to Section 2.1the extent the underwriter or the Company, representing not less than 33-1/3% as the case may be, determines that certain of the Registrable Securities with respect requested to which registration has been requested and constituting not less than 66-2/3% be registered by the Selling Holders must be excluded, they shall be excluded pro rata among each of the Initiating HoldersSelling Holders requesting such registration on the basis of the estimated aggregate gross proceeds to be received by such Selling Holders from the sale of their Registrable Securities. To the extent Registrable Securities requested to be registered are excluded from the offering pursuant to the immediately preceding sentence, the holders of such Registrable Securities shall have the right to withdraw the request for one additional demand registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration1.1.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata PRO RATA (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration on registration. Notwithstanding the basis of the estimated gross proceeds from the sale thereof. If foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in the preceding sentenceincluded, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/350% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holdersrequested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering initiated pursuant to this Section 1.1 shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/350% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, FIRST, all securities proposed by the Selling Holders to be sold for their own accounts, pro rata among the such Selling Holders requesting and such registration other Persons on the basis of the estimated gross proceeds from percentage of Registrable Securities held by each Selling Holder seeking registration, SECOND, if after all shares proposed by the sale thereofSelling Holders are included pursuant to FIRST above, any securities initially requested to be registered by the Company for the accounts of other Persons pursuant to the exercise of registration rights if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such amount and to the extent required by such agreement, and THIRD, such securities initially requested to be included in such registration pursuant by the Company for its own account. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentenceFIRST above, holders of Registrable Securities requesting registration thereof pursuant to Section 2.11.1, representing not less than 33-1/310% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/350% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationCompany.

Priority in Requested Registration. If the managing underwriter of any underwritten offering initiated pursuant to this Section 1.1 shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/350% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, FIRST, all securities proposed by the Selling Holders to be sold for their own accounts, pro rata among the such Selling Holders requesting and such registration other Persons on the basis of the estimated gross proceeds from percentage of Registrable Securities held by each Selling Holder seeking registration, SECOND, if after all shares proposed by the sale thereofSelling Holders are included pursuant to FIRST above, any securities initially requested to be registered by the Company for the accounts of other Persons pursuant to the exercise of registration rights if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such amount and to the extent required by such agreement, and THIRD, such securities initially requested to be included in such registration pursuant by the Company for its own account. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentenceFIRST above, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.to

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing writ ing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Childs Representative on behalf of Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentencebelow, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in (or during the time of) such offeringoffering (the "Maximum Amount"), first, Third Party Securities requested to be included in such registration to the extent required to be included therein pursuant to the Stockholders Agreement, pro rata (based on the number of Third Party Securities requested to be included in such registration) among the Third Party Selling Holders requesting participation in such registration; second, Registrable Securities requested to be included in such registration up to an aggregate amount equal to the lesser of (A) the aggregate amount of Registrable Securities requested to be included in such registration and (B) (x) if such registration is the first requested pursuant to this Section 2.1 (the "first registration"), the excess, if any, of the Maximum Amount over the amount of securities provided for in the preceding paragraph (such amount, the "Adjusted Maximum Amount"), but not in excess of 75% of the Maximum Amount, or (y) if such registration is the second requested pursuant to this Section 2.1 (the "second registration"), the sum of 50% of the Adjusted Maximum Amount plus the Recapture Amount; third, HWH Securities requested to be included in such registration up to an aggregate amount equal to the lesser of (A) the aggregate amount of HWH Securities requested to be included in such registration and (B) (x) if such registration is the first registration, the excess, if any, of the Maximum Amount over the amount of securities provided for in the two preceding paragraphs but not in excess of 25% of the Maximum Amount, or (y) if such registration is the second registration, 50% of the Adjusted Maximum Amount less the Recapture Amount; fourth, to the extent that the amount of securities provided for in the three immediately preceding paragraphs is less than the Maximum Amount, Registrable Securities or HWH Securities, as applicable, requested to be included in such registration, up to the aggregate amount requested by the Selling Holders and HWH Selling Holders, respectively, to be included in such registration in excess of the amounts provided for in the three immediately preceding paragraphs; and fifth, all securities proposed to be sold by the Company for its own account; provided, that from and after the date on which the Stockholders Agreement is no longer in effect, all references to Third Party Securities in the foregoing priorities shall be deleted and the priorities provided for herein shall be automatically adjusted accordingly. For purposes of the foregoing (A) all Registrable Securities included in such registration shall be allocated pro rata (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration and (B) all HWH Securities included in such registration shall be allocated pro rata (based on the basis number of HWH Securities held by each of the estimated gross proceeds from HWH Selling Holders) among the sale thereofHWH Selling Holders requesting participation in such registration. If Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in included, the preceding sentence, Childs Representative on behalf of the holders of Registrable Securities requesting registration thereof pursuant to this Section 2.1, representing not less than 33-1/350% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holdersrequested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to this Section 2.1 hereof2.1. In If a request for registration is withdrawn pursuant to the immediately preceding sentence and at least 80% of the Registrable Securities requested to be included could have been included therein, the Registration Expenses incurred by the Company in connection with any such withdrawn registration to which this Section 2.1(f) is applicablethrough the date of the Company's receipt of the notice requesting such withdrawal, no securities other than Registrable Securities shall be covered reimbursed by such registrationthe Selling Holders, pro rata (based on the number of registrable securities requested to be included therein) among the Selling Holders.

Priority in Requested Registration. If the managing underwriter ---------------------------------- of any underwritten offering pursuant to this SECTION 2.1 shall advise the ----------- Company in writing (and the Company shall so advise notify, in writing accompanied by a copy of such advice, each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number or principal amount of securities requested to be included in such registration exceeds the number or principal amount that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3more than 50% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number or principal amount and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. In connection with any registration as to which the provisions of the preceding sentence of this clause (f) apply, no securities other than Registrable Securities shall be covered by such registration. If the total number of Registrable Securities requested to be included as provided in such registration cannot be included as provided in the next preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section this SECTION ------- 2.1, representing not less than 33-1/315% of the Registrable Securities with respect --- to which registration has been requested and constituting not less than 66-2/350% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by from the Company and, in the event of such withdrawal, such request requested registration shall not be counted for purposes of the requests for registration requested registrations to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereofthis SECTION 2.1. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.-----------

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, first, Registrable Securities requested to be included in such registration, pro rata (based on the number of Registrable Securities requested by each of the Selling Holders) among the Selling Holders requesting such registration, second, such Registrable Securities (as defined in the Other Registration Rights Agreements and hereinafter referred to as "Third Party Securities") requested to be included in such registration pursuant to the Other Registration Rights Agreements, pro rata (based on the basis number of Third Party Securities requested by each Securityholder requesting such registration) among the estimated gross proceeds from Securityholders requesting such registration, and third all securities to be sold by the sale thereofCompany for its own account. If Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in the preceding sentenceincluded, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/350% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holdersrequested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In If a request for registration is withdrawn pursuant to the immediately preceding sentence and at least 80% of the Registrable Securities requested to be included in such withdrawn registration could have been included therein, the Registration Expenses incurred by the Company in connection with any such withdrawn registration to which this Section 2.1(f) is applicableshall be reimbursed by the Selling Holders, no securities other than pro rata (based on the number of Registrable Securities shall requested to be covered by such registrationincluded therein) among the Selling Holders.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof, unless the Selling Holders pay the expenses of such registration. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3662/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3331/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3662/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If a requested registration ----------------------------------- pursuant to this section 2.1 involves an underwritten offering, and the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number of securities requested to be included in such registration (including Common Stock of the Company or other Persons which are not Registrable Securities) exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders holders of 66-2/3% a majority of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, Company will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, (i) first, Registrable Securities requested to be --- included in such registrationregistration by the holder or holders of Registrable Securities, pro rata among the Selling Holders such holders requesting such registration on the --- ---- basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities such securities requested to be included by such holders, (ii) second, Common Stock the Company proposes to sell and (iii) third, ---- ----- Common Stock of the Company held by other Persons having registration rights proposed to be included in such registration cannot be included as provided by the holders thereof. Notwithstanding the foregoing, (A) in connection with the preceding sentence, holders of Registrable Securities requesting first requested registration thereof pursuant to Section 2.1this section 2.1 in any twelve month period, representing not less than 33-1/3the Company shall in all events be entitled to register and sell up to 25% of the Registrable Securities total number of shares of Common Stock to be registered and (B) in connection with respect any subsequent requested registration pursuant to which registration has been requested this section 2.1 in such twelve month period, the Company shall in all events be entitled to register and constituting not less than 66-2/3sell up to 50% of the Initiating Holderstotal number of shares of Common Stock to be registered; provided that if the Company registers and sells in excess of 33.3% of the total -------- number of shares of Common Stock to be registered, shall have the right to withdraw the request for registration by giving written notice pursuant to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request this section 2.1 shall not be counted for purposes of the requests for registration deemed to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationhave been effected.

Priority in Requested Registration. If the ---------------------------------- managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registrationregistration (assuming the conversion of any Registrable Securities that are Class B Common Stock into Class A Common Stock), the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, first, Registrable Securities requested to be included in such registration, pro rata (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration on registration, second, all securities proposed to be sold by the basis of ------ Company for its own account, and third, any Third Party Securities requested to ----- be included in such registration. Notwithstanding the estimated gross proceeds from the sale thereof. If foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in the preceding sentenceincluded, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/350% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% (assuming the conversion of the Initiating Holdersany Registrable Securities that are Class B Common Stock into Class A Common Stock), shall have the right to withdraw the request for registration of all such Registrable Securities by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request for all Registrable Securities shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, Company will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds percentage of the Registrable Securities of such Selling Holders requested so to be registered. No Registrable Securities excluded from an underwriting by reason of proration under this Section 3(f) shall be included in the sale thereofRegistration Statement. If the total number Selling Holders of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less more than 33-1/350% of the Registrable Securities so to be registered elect to sell their Registrable Securities in an underwritten public offering, the right of any other Holder to have Registrable Securities included in the same Registration Statement shall be conditioned upon the inclusion of such Holder’s Registrable Securities in the same underwriting. All Holders proposing to sell their Registrable Securities in such underwriting shall enter into an underwriting agreement in customary form with respect to which registration has been requested and constituting not less than 66-2/3% the underwriter or underwriters selected in the manner set forth above. If any Holder disapproves of the Initiating Holdersterms of the underwriting, shall have the right he may elect to withdraw the request for registration his Registrable Securities by giving written notice to the Company within 20 days after receipt of and the managing underwriter. After receiving any such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of withdraw those Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationfrom the Registration Statement.

Priority in Requested Registration. If the managing underwriter of any underwritten offering Underwritten Offering of Registrable Securities shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities Registrable Securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of Initiating Holder exercising the Demand for the Registrable Securities requested to be included in such registration, the Company, except as otherwise provided in the following sentencethis Section 3.1(d), will shall include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration(i) first, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of all Registrable Securities requested to be included in such registration cannot by the Initiating Holder exercising such Demand and such Registrable Securities under clauses (a), (b) and (c) of the definition of "Registrable Securities" requested to be included as provided in the preceding sentencesuch registration pursuant to this Section 3.1, holders of and (ii) second, Registrable Securities requesting requested to be included in such registration thereof pursuant to Section 2.1, representing not less by the Selling Holders other than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have Holder exercising such Demand and the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.Selling Holders holding Registrable

Priority in Requested Registration. If the managing ---------------------------------- underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-66- 2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing writ- ing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, first, Registrable Securities requested to be included in such registration, pro rata PRO RATA (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration, second, such Registrable Securities (as defined in the Other Registration Rights Agreements and hereinafter referred to as "Third Party Securities") requested to be included in such registration pursuant to the Other Registration Rights Agreements, PRO RATA (based on the basis number of Third Party Securities requested by each Securityholder requesting such registration) among the estimated gross proceeds from Securityholders requesting such registration and third, all securities to be sold by the sale thereofCompany for its own account. If Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in the preceding sentenceincluded, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/350% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holdersrequested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In If a request for registration is withdrawn pursuant to the immediately preceding sentence and at least 80% of the Registrable Securities requested to be included in such withdrawn registration could have been included therein, the Registration Expenses incurred by the Company in connection with any such withdrawn registration to which this Section 2.1(f) is applicableshall be reimbursed by the Selling Holders, no securities other than PRO RATA (based on the number of Registrable Securities shall requested to be covered by such registrationincluded therein) among the Selling Holders.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Registered Selling Holder of Registrable Securities requesting registration Shareholder of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to offering; then the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, Company will include in such registration, to the extent of the number and type of Registrable Securities that the Company is so advised can be sold in (or during the time of) such offering, Registrable Securities requested offering at a price acceptable to be included in such registration, pro rata among the Registered Selling Holders requesting such registration on the basis Shareholders holding a majority of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot statement (i) FIRST, the number of Registrable Securities requested by each Requesting Party that is either Allied, Fleet Finance, Blackstone or an Investor to be included as provided in such registration that, in the preceding sentenceopinion of such managing underwriter, can be sold, such amount to be allocated among all such requesting Investors, Allied and/or Fleet Finance pro rata on the basis of the respective number of Registrable Securities then held by each requesting Investor, Allied, Fleet Finance and/or Blackstone; (ii) SECOND, the number of Registrable Securities requested by the other Registered Selling Shareholders to be included in such registration that, in the opinion of such managing underwriter, can be sold, such amount to be allocated among all such holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% pro rata on the basis of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders respective number of Registrable Securities are entitled pursuant then held by each such holder; and (iii) THIRD, the securities the Company proposes to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationsell.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in exclude from such registration, to the extent of necessary to reduce the number and type that the Company is so advised can of securities to be sold in such offeringoffering to the number that the underwriter advises can be so sold in such price range, (i) first, securities other than Registrable Securities and (ii) second, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/315% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/350% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, the Company shall have the right to terminate such registration, but in all events such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering initiated pursuant to this Section 1.1 shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/350% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, first, all securities proposed by the Selling Holders to be sold for their own accounts, pro rata among the such Selling Holders requesting and such registration other Persons on the basis of the estimated gross proceeds from percentage of Registrable Securities held by each Selling Holder seeking registration, second, if after all shares proposed by the sale thereofSelling Holders are included pursuant to first above, any securities initially requested to be registered by the Company for the accounts of other Persons pursuant to the exercise of registration rights if such securities must be included to prevent a breach of any applicable registration rights agreement between the Company and such other Person, but only in such amount and to the extent required by such agreement, and third, such securities initially requested to be included in such registration pursuant by the Company for its own account. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentencefirst above, holders of Registrable Securities requesting registration thereof pursuant to Section 2.11.1, representing not less than 33-1/310% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/350% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationCompany.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration in writing of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Initiating Holders of 66-2/3% of the Registrable Securities requested to be included (as specified in such their request for registration), the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registrationregistration and securities held by Unirail, LLC and entitled to registration rights pursuant to the Registration Rights Agreement, dated September 30, 1999, between the Company and Unirail, LLC, pro rata among the Selling Holders requesting such registration and Unirail, LLC, on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f2.1(e) is applicable, no securities other than Registrable Securities or securities held by Unirail, LLC and entitled to registration rights pursuant to the Registration Rights Agreement, dated September 30, 1999, between the Company and Unirail, LLC, shall be covered by such registration.

Priority in Requested Registration. If a registration under Section 2 hereof involves an underwritten Public Offering and the managing underwriter of any such underwritten offering shall advise the Company in writing (and in which case, the Company shall so advise each the Selling Holder Holders in writing) that if all of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds were so included, in its opinion, the number that can and type of securities proposed to be included in such registration would exceed the number and type of securities which would be sold in such offering within a price range acceptable to the Company and the Selling Holders of 66-2/3% owning at least a majority of the shares of Registrable Securities requested to be included in Common Stock covered by such registration, the Company, except as provided in the following sentence, will Company shall include in such registrationunderwritten offering, to the extent of the number and type that of securities which the Company is so advised can be sold in such offering, (i) first, all Registrable Securities Common Stock requested to be included in such registrationincluded, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot underwritten offering on the basis of the number of shares of Registrable Common Stock requested to be included as provided in by all such Selling Holders, (ii) second, Permitted Securities requested to be registered by the preceding sentence, holders of Registrable Permitted Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% pro rata among the holders of Permitted Securities on the basis of the Registrable number of Permitted Securities with respect requested to which registration has been requested be registered by the holders of all such Permitted Securities and constituting not less than 66-2/3% (iii) third, securities that the Company proposes to issue and sell for its own account (unless the holders of a majority of the Initiating Holders, shall have the right Permitted Securities requested to withdraw the request for registration be registered by giving written notice holders of Permitted Securities consent to the Company within 20 days after receipt inclusion of such notice the Company’s securities on a pro rata basis with the Permitted Securities requested to be registered by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationPermitted Securities).

Priority in Requested Registration. If a registration requested pursuant to Section 2(a) or Section 3(a) hereof involves an underwritten Public Offering, and the managing underwriter of any such underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder of requesting that Registrable Securities requesting Common Stock be included in such registration of such advicestatement) that, in its opinion, the number of securities shares of Registrable Common Stock requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range acceptable stated to the such managing underwriter by Selling Holders of 66-2/3% (excluding Management Holders) beneficially owning at least a majority of the shares of Registrable Securities Common Stock requested to be included in such registrationregistration (excluding shares held by Management Holders) to be acceptable to such Selling Holders (such writing to state the basis of such opinion and the approximate number of securities which the managing underwriter believes may be included in such offering without such effect), then the Company, except as provided in the following sentence, will Company shall include in such registration, to the extent of the number and type that of shares which the Company is so advised the managing underwriter believes can be sold in such offering, (i) first, all Registrable Securities Common Stock requested to be included in such registrationregistered pursuant to Section 2(a) or Section 3(a), pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of shares of Registrable Securities Common Stock requested to be included in registered by all such Selling Holders, (ii) second, if additional shares may be sold based on the opinion of the managing underwriter, then securities that the Company proposed to issue and sell for its own account and (iii) third, other securities, if any; provided, however, that if such registration cannot is in connection with the initial Public Offering, the allocation shall be included as provided in the preceding sentencefollows: (i) first, holders of all Registrable Securities requesting registration thereof Common Stock (excluding shares held by Management Holders) requested to be registered pursuant to Section 2.12(a) or Section 3(a), representing not less than 33-1/3% pro rata among the Selling Holders (excluding Management Holders) on the basis of the number of shares of Registrable Securities with respect Common Stock requested to which registration has been requested and constituting not less than 66-2/3% be registered by all such Selling Holders, (ii) second, if additional shares may be sold based on the opinion of the Initiating managing underwriter, shares of Registrable Common Stock beneficially owned by Management Holders, shall have pro rata among the right Management Holders on the basis of the number of shares of Registrable Common Stock requested to withdraw the request for registration be registered by giving written notice to all such Management Holders, (iii) third, securities that the Company within 20 days after receipt of such notice by the Company andproposed to issue and sell for its own account and (iv) fourth, in the event of such withdrawalother securities, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationif any.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Demand Registration advises the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of shares of Registrable Securities and other securities of the Company requested to be included in such registration offering exceeds the number that can be sold in such offering within a without materially affecting the offering price range acceptable to of any such securities, the Company shall include in such registration (1) first, the Registrable Securities requested by the Selling Holders of 66-2/3% to be included in the Demand Registration pursuant to Section 3.1(a) and any other securities of the Company proposed to be sold by any holders of securities of the Company having preferential registration rights to participate with such Selling Holders in such Demand Registration, pro rata among such Selling Holders and such other holders on the basis of the total number of shares of securities of the Company, including Registrable Securities Securities, requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registrationDemand Registration; and (2) second, to the extent that such securities of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to may be included in such registration, pro rata among without materially affecting the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% offering price of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% securities of the Initiating Holders, shall have the right Company referred to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company andin clause (1), in the event opinion of such withdrawalmanaging underwriter, such request shall not be counted for purposes any other securities of the requests for registration Company held by persons having rights to which participate in such Demand Registration that are non-preferential to the Selling Holders and such other holders and securities of Registrable Securities are entitled pursuant the Company to Section 2.1 hereof. In connection be issued or sold by the Company, in accordance with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationtheir agreements with respect thereto.

Priority in Requested Registration. If a registration requested pursuant to Section 3(a) hereof involves an underwritten Public Offering, and the managing underwriter of any such underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder of requesting that Registrable Securities requesting Common Stock be included in such registration of such advicestatement) that, in its opinion, the number of securities shares of Registrable Common Stock requested to be included in such registration exceeds the number of such securities that can be sold in such offering within a price range acceptable stated to the such managing underwriter by Selling Holders of 66-2/3% (excluding Management Holders) owning at least a majority of the shares of Registrable Securities Common Stock requested to be included in such registrationregistration (excluding shares held by Management Holders) to be acceptable to such Selling Holders (such writing to state the basis of such opinion and the approximate number of securities which the managing underwriter believes may be included in such offering without such effect), then the Company, except as provided in the following sentence, will Company shall include in such registration, to the extent of the number and type that of shares which the Company is so advised the managing underwriter believes can be sold in such offering, (i) first, all Registrable Securities Common Stock (excluding shares held by Management Holders) requested to be included in such registrationregistered pursuant to Section 3(a), pro rata among the Selling Initiating Holder(s) and Piggyback Requesting Holders requesting such registration (other than Management Holders) on the basis of the estimated gross proceeds from the sale thereof. If the total number of shares of Registrable Securities Common Stock requested to be included in registered by such registration cannot Selling Holders, (ii) second, if additional shares may be included as provided in sold based on the preceding sentenceopinion of the managing underwriter, holders shares of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of Common Stock beneficially owned by Management Holders pro rata among the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Management Holders, shall have the right to withdraw the request for registration by giving written notice to (iii) third, securities that the Company within 20 days after receipt of such notice by the Company andproposed to issue and sell for its own account and (iv) fourth, in the event of such withdrawalother securities, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationif any.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can 5 3 be sold in such offering, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 15 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Childs Representative on behalf of Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentencebelow, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in (or during the time of) such offeringoffering (the "Maximum Amount"), first, Third Party Securities requested to be included in such registration to the extent required to be included therein pursuant to the Stockholders Agreement, pro rata (based on the number of Third Party Securities requested to be included in such registration) among the Third Party Selling Holders requesting participation in such registration; second, Registrable Securities requested to be included in such registration, pro rata among registration up to an aggregate amount equal to the Selling Holders requesting such registration on lesser of (A) the basis of the estimated gross proceeds from the sale thereof. If the total number aggregate amount of Registrable Securities requested to be included in such registration cannot be included as and (B) (x) if such registration is the first requested pursuant to this Section 2.1 (the "first registration"), the excess, if any, of the Maximum Amount over the amount of securities provided for in the preceding sentenceparagraph (such amount, holders the "Adjusted Maximum Amount"), but not in excess of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/375% of the Registrable Securities with respect Maximum Amount, or (y) if such registration is the second requested pursuant to which registration has been requested and constituting not less than 66-2/3this Section 2.1 (the "second registration"), the sum of 50% of the Initiating Holders, shall have Adjusted Maximum Amount plus the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.Recapture Amount;

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, FIRST, Registrable Securities requested to be included in such registration, pro rata PRO RATA (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration, SECOND, such Registrable Securities (as defined in the Other Registration Rights Agreements and hereinafter referred to as "Third Party Securities") requested to be included in such registration pursuant to the Other Registration Rights Agreements, PRO RATA (based on the basis number of Third Party Securities requested by each Securityholder requesting such registration) among the estimated gross proceeds from Securityholders requesting such registration and THIRD, all securities to be sold by the sale thereofCompany for its own account. If Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in such any registration cannot be included as provided in the preceding sentenceincluded, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/350% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holdersrequested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In If a request for registration is withdrawn pursuant to the immediately preceding sentence and at least 80% of the Registrable Securities requested to be included in such withdrawn registration could have been included therein, the Registration Expenses incurred by the Company in connection with any such withdrawn registration to which this Section 2.1(f) is applicableshall be reimbursed by the Selling Holders, no securities other than PRO RATA (based on the number of Registrable Securities shall requested to be covered by such registrationincluded therein) among the Selling Holders.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, Company will include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds percentage of the Registrable Securities of such Selling Holders requested so to be registered. No Registrable Securities excluded from an underwriting by reason of proration under this Section 3(f) shall be included in the sale thereofRegistration Statement. If the total number Selling Holders of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less more than 33-1/350% of the Registrable Securities so to be registered elect to sell their Registrable Securities in an underwritten public offering, the right of any other Holder to have Registrable Securities included in the same Registration Statement shall be conditioned upon the inclusion of such Holder's Registrable Securities in the same underwriting. All Holders proposing to sell their Registrable Securities in such underwriting shall enter into an underwriting agreement in customary form with respect to which registration has been requested and constituting not less than 66-2/3% the underwriter or underwriters selected in the manner set forth above. If any Holder disapproves of the Initiating Holdersterms of the underwriting, shall have the right he may elect to withdraw the request for registration his Registrable Securities by giving written notice to the Company within 20 days after receipt of and the managing underwriter. After receiving any such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of withdraw those Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationfrom the Registration Statement.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration in writing of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Initiating Holders of 66-2/3% of the Registrable Securities requested to be included (as specified in such their request for registration), the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registrationregistration and securities held by Unirail, LLC and entitled to registration rights pursuant to the Registration Rights Agreement, dated September 30, 1999, between the Company and Unirail, LLC, pro rata among the Selling Holders requesting such registration and Unirail, LLC, on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3331/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3662/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f2.1(e) is applicable, no securities other than Registrable Securities or securities held by Unirail, LLC and entitled to registration rights pursuant to the Registration Rights Agreement, dated September 30, 1999, between the Company and Unirail, LLC, shall be covered by such registration.

Priority in Requested Registration. If the managing underwriter of any underwritten offering pursuant to this SECTION 2.1 shall advise the Company in writing (and the Company shall so advise notify, in writing accompanied by a copy of such advice, each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number or principal amount of securities requested to be included in such registration exceeds the number or principal amount that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3more than 50% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number or principal amount and type that the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from the sale thereof. In connection with any registration as to which the provisions of the preceding sentence of this clause (f) apply, no securities other than Registrable Securities shall be covered by such registration. If the total number of Registrable Securities requested to be included as provided in such registration cannot be included as provided in the next preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section this SECTION 2.1, representing not less than 33-1/315% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/350% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice by from the Company and, in the event of such withdrawal, such request requested registration shall not be counted for purposes of the requests for registration requested registrations to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationSECTION 2.1.

Priority in Requested Registration. If the managing ---------------------------------- underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise with a copy to each Selling Holder of Registrable Securities requesting registration of such adviceregistration) that, in its opinion, the number or type of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable (including any Additional Securities requested to be included in pursuant to Section 3.1(b)) is a number or type which would adversely affect such registrationoffering (including, but not limited to, the Companyprice offered), except as provided in then the following sentence, will Company shall include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, pro rata among the Selling Holders requesting such registration on the basis of the estimated gross proceeds from percentage of the sale thereofRegistrable Securities of such Selling Holders requested so to be registered. If the total number of In connection with any such registration to which this Section 3.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration unless all Registrable Securities requested to be included in such registration are so included. If all of the Registrable Securities requested by the Initiating Holder to be included in such registration cannot be included as provided in the preceding sentencefirst sentence of this Section 3.1 (f), holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of Company shall so notify the Initiating Holders, Holder and the Initiating Holder shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of such notice thereof by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any 3.1 hereof (thereby allowing such holders to make a demand for registration pursuant to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration3.1 at another time).

Priority in Requested Registration. If the managing underwriter of any underwritten offering of Registrable Securities shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities Registrable Securities requested to be included in such registration exceeds the number that which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as otherwise provided in the following sentencethis Section 3.1(d), will shall include in such registration, to the extent of the number and type that which the Company is so advised can be sold in such offering, Registrable Securities requested to be included in such registration, registration allocated pro rata among the Selling Holders requesting in proportion, as nearly as practicable, to the respective amounts of Registrable Securities requested to be included in such registration on the basis registration; provided, however, that if more than 10% of all Registrable Securities requested to be included by an Initiating Holder or Holders cannot be so included, such request shall not be counted for purposes of the estimated gross proceeds from the sale thereofnumber of Demands an Initiating Holder is entitled pursuant to Section 3.1(e). If the total number of Registrable Securities requested by a Selling Holder to be included in such registration cannot be included as provided in this Section 3.1(d) or as a result of any other registration rights granted by the preceding sentenceCompany, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, a Selling Holder shall have the right to withdraw the such Selling Holder's request for registration by giving written notice to the Company within 20 10 days after receipt of such notice by from the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registrationCompany.

Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number that can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type that the Company is so advised can be sold in such offering, prior to the inclusion of any securities which are not Registrable Securities the number of Registrable Securities requested to be included in such registration, pro rata among the Selling Holders 2 3 requesting such registration on the basis of the estimated gross proceeds from the sale thereof. If the total number of Registrable Securities requested to be included in such registration cannot be included as provided in the preceding sentence, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 33-1/3% of the Registrable Securities with respect to which registration has been requested and constituting not less than 66-2/3% of the Initiating Holders, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 15 days after receipt of such notice by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. In connection with any such registration to which this Section 2.1(f) is applicable, no securities other than Registrable Securities shall be covered by such registration.