Common use of Request Clause in Contracts

Request. Except as otherwise provided in this Section 1, at any time and from time to time after the first anniversary of the date hereof, upon the written request of one or more Initiating Holders requesting that the Company effect a registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section 1, at At any time and or from time to time commencing (i) in connection with an underwritten offering by Holders, from the Effective Date and (ii) in connection with any offering that is not an underwritten offering, two years after the first anniversary Effective Date, any Holder or Holders holding Registrable Securities shall, subject to paragraph (h) of this Section 3.1, have the date hereof, upon the written request of one or more Initiating Holders requesting that right to require the Company to effect a the registration under the Securities Act of all or any part of such Initiating Holders' their respective Registrable Securities, by delivering a written request (a “Holder Request”) therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of distribution. The party or methods parties delivering a Holder Request shall be referred to as the “Initiating Holder.” As promptly as practicable, but no later than ten days after receipt of disposition thereofa Holder Request, the Company shall give written notice of the Holder Request to all Holders (the “Demand Exercise Notice”) and shall (subject to the limitations below) include in such registration all other Registrable Securities requested by the Holders thereof to be so included by written notice (which notice shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 20 days after the giving of the Demand Exercise Notice (or, 10 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will promptly, be on a Form S-3 under the Securities Act). The Company shall as expeditiously as possible (but in any event within ten (10) 30 days after of receipt of such written requesta Holder Request if the Company is eligible to use Form S-3 to register the transaction described in the Holder Request, give written notice or otherwise within 90 days of such requested registration to all holders receipt of Registrable Securities, and thereupon will a Holder Request) use its reasonable best efforts to effect, as reasonably expeditiously as practicable, the file a registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 statement under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) covering the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have duly made a written request to the Company for inclusion in such Initiating Holder(s), registration. The Company shall (i) use its reasonable best efforts to effect the registration of Registrable Securities for disposition distribution in accordance with the intended method or methods of disposition stated distribution set forth in such requesta written request delivered by the Majority Participating Holders, and and (ii) all other Registrable Securities which the Company has been if requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Majority Participating Holders, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) obtain acceleration of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice effective date of the withdrawal of registration statement relating to such request from holders comprising the Requisite Holders, the Company may elect not to effect registration as promptly as practicable following such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holdersrequest.

Request. Except as otherwise provided in this Section 1, at At any time after ninety (90) days following the Effective Date, and from time to time after thereafter prior to the first anniversary termination of the date Company’s obligations hereunder pursuant to and in accordance with the terms of Section 17 hereof, upon any Holder (the “Initiating Holder”) may make a written request of one or more (the “Initiating Holders requesting that Request”) to the Company effect for the registration with the Commission under the Securities Act (on Form S-3 or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) of all or part of the Initiating Holder’s Registrable Common Stock, which request shall specify the number of shares to be disposed of by the Initiating Holder, the proposed plan of distribution therefor and whether or not a Shelf Registration Statement is being requested (subject to the conditions of Section 2(g)). Upon the receipt of any Initiating Request for registration pursuant to this Section 2(a), the Company promptly shall notify in writing all other Holders of the receipt of such request and will use its commercially reasonable efforts to effect, at the earliest practicable date, such registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such the Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolder, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty twenty (3020) days after the giving of such written notice by the Company to such other Holders of the Initiating Request (which request shall specify or ten (10) days if the intended method Company states in such written notice or methods gives telephonic notice to such other Holders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 (or, if Form S-3 is not then available to the Company, Form S-1 or any other appropriate form) and (ii) such shorter period of disposition thereoftime is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2(c) hereof) of the Registrable Securities so Common Stock to be so registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registrationprovided, by written notice to the Company within ten that, (10A) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with effect more than a registration request total of three (3) registrations pursuant to this Section 1 2(a) for all Holders, (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to this Section 2(a), the Company shall not be required to effect any registration pursuant to this Section 2(a) until a period of one hundred eighty (180) days shall have elapsed from the date on which the previous such registration ceased to be effective, (D) any Selling Holder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2(a), by written notice to the Company, may withdraw such request, and the Company shall not effect such registration in the event that the Selling Holders that have not elected to withdraw beneficially own, in the aggregate, less than the percentage of the shares of Registrable Common Stock required to initiate a request is withdrawn by under this Section 2(a), and (E) a Shelf Registration effected under this Section 2(a) shall comply with the Requisite Holdersprocedures set forth in Section 2(h).

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary of the date hereof, upon the General Atlantic may make a written request of one or more Initiating Holders requesting that to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' Shareholder’s Registrable Securities, Common Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by each such Shareholder and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, andGeneral Atlantic; provided that, (iiA) all other Registrable Securities which the Company shall not be required to effect more than a total of two demand registrations for underwritten Public Offerings pursuant to this Section 2.1(a) for General Atlantic; (B) if the Company has previously effected a registration for a underwritten Public Offering pursuant to this Section 2.1(a) or Section 2.1(g) hereof or has previously effected a registration for an underwritten public Offering of which notice has been requested to register by the holders thereof by written request delivered given to the Company within thirty (30) days after the giving of such written notice by Shareholders pursuant to Section 2 hereof, the Company (shall not be required to effect any registration for an underwritten Public Offering pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so such previous registration ceased to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that effective; (C) any holder of Shareholder whose Registrable Securities Common Stock was to be included in any such registrationregistration pursuant to this Section 2.1(a), by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) Company, may withdraw such request and, upon on receipt of such notice of the withdrawal of such request from holders comprising Shareholders holding a percentage of Registrable Common Stock, such that the Requisite HoldersShareholders that have not elected to withdraw do not hold, in the aggregate, the Company may elect not requisite percentage or amount of the Registrable Common Stock to effect such registration; and provided furtherrequire or initiate a request for a registration under clause (D) of this Section 2.1(a), that the Company shall not be required to effect such registration; provided that, if the Shareholder or Shareholders that have elected to withdraw such registration agree to pay Registration the Expenses in connection with a related to such registration, then the request for registration request shall not be counted for purposes of determining the number of registrations to which such Shareholders are entitled pursuant to this Section 1 2.1; (D) the Company shall not be required to effect any registration for an underwritten Public Offering to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such Registrable Common Stock as of the date of such request) of at least $10,000,000; and (E) if such request at the time a demand for registration is withdrawn by made under this Section 2.1(a), the Requisite HoldersCompany is a “well-known seasoned issuer” (as defined in Rule 405 of the Securities Act) then the Company’s obligation to file a registration statement under this Section 2.1(a) shall be deemed satisfied if there is a Form S-3 on file pursuant to which General Atlantic shall be entitled to dispose of all its Registrable Common Stock that it has requested to register.

Request. Except as otherwise provided Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in this Section 1accordance with the terms hereof, at any time and or from time to time after the first anniversary expiration of the Shelf Registration Period and until the later of (I) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1999 or (II) the fourth anniversary hereof, upon or (ii) if for any reason the written request Shelf Registration does not become effective within 150 days after the date hereof or ceases to be effective at any time prior to the expiration of one the Shelf Registration Period, at any time or more Initiating Holders requesting that from time to time after the date which is 150 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as the case may be, and until the later of (x) the date which is 30 days after the Company shall have filed with the Commission its Annual Report on Form 10-K for the fiscal year ending July 31, 1998 or (y) the third anniversary hereof, the Holders, individually and jointly, of not less than 50% of the Registrable Securities (the "Initiating Holders") shall have the right to require the Company to effect a the registration under the Securities Act of all or any part of the Registrable Securities held by such Initiating Holders' , by delivering a written request therefor to the Company specifying the number of shares of Registrable Securities, Securities and specifying the intended method or methods of disposition thereof, the distribution. The Company will promptly, but in any event within ten (10) days after receipt of such written request, shall promptly give written notice of such requested registration to all holders of Registrable Securitiesother Holders, and thereupon will the Company shall, as expeditiously as possible, use its best efforts to effect, as reasonably expeditiously as practicable, (A) effect the registration under the Securities Act, Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only and if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) of the Registrable Securities which the Company has been so requested to register by such the Initiating Holder(s)Holders, for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) and all other Registrable Securities which the Company has been requested to register by any other Holder (together with the holders thereof Initiating Holders, the "Selling Holders") by written request delivered given to the Company within thirty (30) 10 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Company, all to the extent necessary to permit the disposition (distribution in accordance with the intended methods thereof as aforesaidmethod of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Selling Holders, obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise Subject to the limitations provided in this Section 1herein, at any time and from time to time after commencing on December 31, 2002, or on the first anniversary of the effective date hereofof the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act, upon the written request (specifying that it is being made pursuant to this Section 2.1) of one or more the Initiating Holders Holders, requesting that the Company effect a the registration under the Securities Act of all or any part at least fifty percent (50%) of such Initiating Holders' the then-outstanding Registrable Securities, but no less than the number of Registrable Securities issued or issuable upon conversion of twenty five percent (25%) of the total number of shares of Preferred Stock issued by the Company to the Purchaser, and specifying (x) the intended method or methods of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net of underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will promptly, but in any event within ten (10) 10 business days after receipt of the Company receives such written request, request give written notice of such requested registration to all holders other Holders of Registrable Securities, Securities and thereupon the Company will use its best reasonable efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders other Holders thereof by written request delivered given to the Company within thirty (30) 15 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofsame information called for by the original request to effect registration described above), all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section 1After August 31, at any time and from time to time after the first anniversary of the date hereof2009, upon the either Stockholder may make a written request of one or more Initiating Holders requesting that to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' Stockholder’s Registrable SecuritiesCommon Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration from a Stockholder pursuant to this paragraph, and specifying the intended method or methods Company promptly shall notify the other Stockholder of disposition thereofthe receipt of such request. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestDemanding Stockholder, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof by other Stockholder pursuant to a written request delivered given to the Company within thirty (30) 15 days after the giving of such written notice by the Company (which to such other Stockholder of the request shall specify by the intended method or methods of disposition thereof), Demanding Stockholder; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities Common Stock so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten that, (10A) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with effect more than a registration request total of four demand registrations pursuant to this Section 1 2.1(a) for Arcelor and a total of four demand registrations pursuant to this Section 2.1(a) for Skandalaris; (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 2.1(a) or has previously effected a registration of which notice has been given to the Stockholders pursuant to Section 2.2 hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective; (D) any Stockholder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2.1(a), by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Common Stock such that the Stockholder that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Common Stock to require or initiate a request for a registration under clause (F) of this Section 2.1(a), the Company shall not be required to effect such registration; provided that, if the Stockholder that has elected to withdraw its request for registration agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which such Stockholder is withdrawn by entitled pursuant to this Section 2.1(a); and (E) the Requisite HoldersCompany shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Common Stock as of the date of such request) of at least $10,000,000.

Request. Except as otherwise provided in this Section 1, at any time and from time to time after the first anniversary of the date hereof, upon Upon the written request of one or more Initiating Holders the Requisite Holders, requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holdersholders' Registrable Securities, Securities and specifying the intended method or methods of disposition thereofthereof and whether or not such requested registration is to be an underwritten offering, the Company will promptly, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all other holders of Registrable Securities, Securities and thereupon the Company will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestholders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities), all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided PROVIDED, HOWEVER, that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that (A) participation by any holder of ING Registrable Securities (as defined below in this Section) in a Prudential Registration (as so defined) shall be permitted only if approved by a majority of the Prudential Registrable Securities at the time outstanding, and (B) participation by any holder of Prudential Registrable Securities (as defined below in this Section) in an ING Registration (as so defined) shall be permitted only if approved by a majority of the ING Registrable Securities at the time outstanding. (1) two Limited Demand Registrations, in each case at the request of the holders of a majority of the ING Registrable Securities at the time outstanding (each such registration being herein called an "ING REGISTRATION"); (2) two Limited Demand Registrations, in each case at the request of the holders of a majority of the Prudential Registrable Securities at the time outstanding (each such registration being herein called a "PRUDENTIAL Registration"); and (3) one Full Demand Registration at the request (a "FULL DEMAND REQUEST") of the holders of a majority of Registrable Securities at the time outstanding otherwise having rights to be included in any such registration, by written notice demand a Limited Demand Registration ("LIMITED DEMAND RIGHTS") pursuant to the Company within ten (10) days after its receipt foregoing provisions of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request andthis sentence, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided furtherprovided, that the Company Limited Demand Rights with respect to one Limited Demand Registration shall not be required to pay Registration Expenses surrendered in connection with such Full Demand Request. If the only Registrable Securities are either ING Registrable Securities or Prudential Registrable Securities, such Full Demand Registration shall be considered either an ING Registration or a registration request pursuant to this Section 1 if such request is withdrawn by Prudential Registration, as the Requisite Holderscase may be.

Request. Except as otherwise provided in this Section 1, at any time From and from time to time after the first anniversary date of this Agreement and subject to Section 4.3 and the date hereofcutback provisions of Section 4.2(e) (if applicable), upon the written request of one or more Initiating Holders from the Investor requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' Registrable the Eligible Securities, which notice may be delivered at any time after the date of this Agreement and specifying which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities (the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Investor, the Company will promptly(as promptly as practicable, but in any event within ten sixty (1060) days after receipt of such written request, give written notice of such requested ) file the appropriate registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 statement under the Securities Act if so requested in such request with the SEC and will use its reasonable best efforts to (as promptly as reasonably practicable, but in any event within one hundred eighty (180) days of such request) cause such registration statement to be declared effective by the case SEC and to permit the disposition of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Eligible Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request; provided, andthat: (iia) all other Registrable Securities which if the Company has been requested shall have previously caused a registration statement to register be declared effective by the holders thereof by written request delivered SEC with respect to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Eligible Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request andArticle III, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with cause a subsequent registration request statement to be declared effective by the SEC pursuant to this Section 1 Article II until a period of ninety (90) days shall have elapsed from the effective date of such previous registration statement; and (b) the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities if (x) the fair market value of such request is withdrawn Eligible Securities on the date of receipt by the Requisite HoldersCompany of the Registration Request Notice is less than $25 million and (y) the registration relates to less than 7.43% of the Eligible Securities then outstanding.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary closing of the date hereofan Initial Public Offering, upon the written request each of (i) Parthenon, (ii) Chase, and (iii) one or more Initiating Holders requesting of the Shareholders then holding in the aggregate no less than 25% of the Registrable Securities held by the Shareholders, acting through a designee, shall have the right to make written requests that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' their Registrable Securities; PROVIDED, that, (x) the Registrable Securities requested to be registered by such Shareholder(s) (collectively, the "REQUESTING PARTY") have an aggregate sale price (calculated based upon the market price of such Registrable Securities on the date of filing of the registration statement with respect to such demand registration) to the public of at least $5,000,000. Subject to Sections 5.2(g) and specifying the intended method or methods of disposition thereof(h), the Company will promptly, but promptly (and in any event within ten (1010 business days) days after receipt of such written request, give written notice of such requested registration to all holders other Shareholders holding Registrable Securities and offer such other Shareholders the opportunity to register such amount of their Registrable SecuritiesSecurities as such Shareholders may request. The Company will thereupon file a registration statement with respect to, and thereupon will use its best efforts to effectmake effective, as reasonably expeditiously as practicableat the earliest possible date, the registration under the Securities Act, including including, without limitation, by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestRequesting Party, and (ii) all other Registrable Securities which that the Company has been requested to register by the holders thereof other Shareholders holding Registrable Securities (such Shareholders together with the Requesting Party hereinafter are referred to as the "REGISTERED SELLING SHAREHOLDERS") by written request delivered given to the Company within thirty (30) 10 business days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Company, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section 1Subject to section 2.4.2, at any time and from time to time after the ------- earliest to occur of (a) the first date on which any Common Shares shall have - been publicly sold pursuant. to a registration statement under the Securities Act, (b) the fifth anniversary of the Closing Date, and (c) the date hereofon which - - more than (i) 50% of the Class A Common Shares, or (ii) 50% of the Class B - -- Common Shares (excluding Conversion Common) is, in the aggregate, held by Unrelated Third Parties, upon the written request of one or more the Initiating Holders requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, Securities and specifying the intended method or methods of disposition thereof, accompanied by a letter from an investment banking firm of national reputation to the effect that the price and other terms of such proposed offering appear reasonable in light of then prevailing market conditions, the Company will promptly, but in any event within ten (10) days after receipt of such written request20 Shareholder Rights Agreement ---------------------------- days, give written notice of such requested registration to all holders of Registrable Securities, Securities and thereupon the Company will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities), all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; , provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses effect any -------- registration pursuant to this section 4.1 (x) after three registrations - requested pursuant to this section 4.1 shall have been effected, (y) within the - 12 month period immediately following a registration in connection with which a registration request firm commitment public offering of Registrable Securities shall have become effective under the Securities Act pursuant to a request under this Section 1 if such request is withdrawn by section 4.1, or (z) after the Requisite Holders.third anniversary of the Conversion Termination Date. -

Request. Except as otherwise provided in this Section 1, at any time and from time The Company shall cause to time be filed on the first business day following the 420th day after the first anniversary of First Closing Date (as defined in the date hereofContribution Agreement), upon or as soon as practicable thereafter, a Shelf Registration Statement providing for the written request of one or more Initiating Holders requesting that sale by the Company effect a registration under the Securities Act Investors of all or any part of such Initiating Holders' Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in terms hereof and will use its reasonable efforts to cause such request, and (ii) all other Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section shall cease. Subject to Section and Section , the Company has been requested further agrees to register amend the Shelf Registration Statement if and as required by the holders thereof by written request delivered rules, regulations or instructions applicable to the Company within thirty (30) days after the giving of such written notice registration form used by the Company (which request shall specify for such Shelf Registration Statement or by the intended method Securities Act or methods of disposition thereof)any rules and regulations thereunder; provided, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided furtherhowever, that the Company shall not be deemed to have used its reasonable efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post-effective amendment to pay the Shelf Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn Statement and the Commission has not declared it effective or except as otherwise permitted by the Requisite Holderslast three sentences of Section . In the event that all the Subsequent Closings (as defined in the Contribution Agreement) have not yet occurred at the time of the filing of a Shelf Registration Statement hereunder, such registration statement also shall include the maximum estimated number of Shares that Regency reasonably anticipates could constitute Registrable Securities as a result of the remaining Subsequent Closings, and if the number of Registrable Securities actually issued at all Subsequent Closings exceeds the number of shares covered by the registration statement, Regency shall file an amendment increasing the number of Shares covered by the Shelf Registration Statement, or shall file a new registration statement for the additional Shares.

Request. Except as otherwise provided in this Section 1After , at any time and from time to time after 2009 [NOTE: the first second anniversary of the date hereof], upon the either Stockholder may make a written request of one or more Initiating Holders requesting that to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' Stockholder’s Registrable SecuritiesCommon Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by such Stockholder and the proposed plan of distribution therefor. Upon the receipt of any request for registration from a Stockholder pursuant to this paragraph, and specifying the intended method or methods Company promptly shall notify the other Stockholder of disposition thereofthe receipt of such request. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestDemanding Stockholder, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof by other Stockholder pursuant to a written request delivered given to the Company within thirty (30) 15 days after the giving of such written notice by the Company (which to such other Stockholder of the request shall specify by the intended method or methods of disposition thereof), Demanding Stockholder; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities Common Stock so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten that, (10A) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with effect more than a registration request total of four demand registrations pursuant to this Section 1 2.1(a) for Arcelor and a total of four demand registrations pursuant to this Section 2.1(a) for Skandalaris; (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “firm commitment” basis; (C) if the Company has previously effected a registration pursuant to this Section 2.1(a) or has previously effected a registration of which notice has been given to the Stockholders pursuant to Section 2.2 hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective; (D) any Stockholder whose Registrable Common Stock was to be included in any such registration pursuant to this Section 2.1(a), by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal with respect to a number of shares of Registrable Common Stock such that the Stockholder that has not elected to withdraw does not hold, in the aggregate, the requisite amount of shares of Registrable Common Stock to require or initiate a request for a registration under clause (F) of this Section 2.1(a), the Company shall not be required to effect such registration; provided that, if the Stockholder that has elected to withdraw its request for registration agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which such Stockholder is withdrawn by entitled pursuant to this Section2.1(a); and (E) the Requisite HoldersCompany shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Common Stock as of the date of such request) of at least $10,000,000.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time during the period commencing 180 days after the first anniversary expiration of the date hereofInitial Registration Period, upon the Requesting Holders may make a written request of one or more (the “Initiating Holders requesting that Request”) to SEI, acting for itself and as agent for the Company effect a other Issuers, for the registration with the Commission under the Securities Act of all or any part of such Requesting Holders’ Registrable Notes, which Initiating Holders' Registrable SecuritiesRequest shall specify the principal amount of Notes proposed to be disposed of by such Requesting Holders and the proposed plan of distribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), and specifying SEI shall cause the intended method or methods Issuers to promptly shall notify in writing all other Holders of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, request and thereupon will use its their reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act Shelf Registration, if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration)applicable, of: (i) the Registrable Securities Notes which the Company has Issuers have been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method Requesting Holder or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities Notes which the Company has Issuers have been requested to register by the holders thereof any other Holders by written request delivered given to the Company Issuers within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify Issuers to such other Holders of the intended method or methods of disposition thereof)Initiating Request, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 6(c) hereof) of the Registrable Securities Notes so to be registered; provided that provided, that, (A) the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company Issuers shall not be required to pay Registration Expenses in connection with effect more than a registration request total of four registrations pursuant to this Section 1 3(a) (including a Shelf Registration effected pursuant to Section 3(b)), (B) if the intended method of distribution is an underwritten Public Offering of the Notes, the Issuers shall not be required to effect such request is withdrawn by registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Requisite Holders.Issuers shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof, the Issuers shall not be required to effect any registration or file a Registration Statement pursuant to this

Request. Except as otherwise provided in this Section 1, If at any time and from time after March 31, 1998, the Company does not make available to time after the first anniversary of Holders for any reason (other than an Excusable Reason) the date Shelf Registration statement contemplated by Section 2 hereof, upon the written request of one or more Holders (the "Initiating Holders requesting that Holders") may make a written request (the "Initiating Request") to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' Registrable SecuritiesCommon Stock; provided, however, that such request shall be made by one or more Holders of at least 10% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly, but promptly shall notify in any event within ten (10) days after writing all other Holders of the receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, request and thereupon will use its best efforts to effect, as reasonably expeditiously as practicableat the earliest possible date (taking into account any delay that may result from any special audit required by applicable law), the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act Shelf Registration (if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registrationeligible), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolder, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the intended method or methods of disposition thereof)Initiating Request, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(b) hereof) of the Registrable Securities Common Stock so to be registered; provided that provided, that, (A) if the reasonably anticipated aggregate price intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a "firm commitment" basis, (B) subject to the public last sentence of such offering would be at least $5,000,000; and provided further that Section 5 hereof, any holder of Holder whose Registrable Securities Common Stock was to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) Company, may withdraw such request and, upon on receipt of such notice of the withdrawal of such request from holders comprising Holders holding a percentage of Common Stock, such that the Requisite HoldersHolders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Common Stock to initiate a request under this Section 3(a), the Company may elect need not to effect such registration; and provided further, that and (C) the Company shall not be required to pay Registration Expenses in connection with a effect any registration request to be effected pursuant to this Section 1 if 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such request is withdrawn by the Requisite Holdersto be included in such registration.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary expiration (in accordance with Section 2(a)) or cessation for a period of 90 days of the date hereofeffectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) (the “Initial Shelf”) and until the Company’s obligations hereunder with respect to the registration of Registrable Common Stock have terminated pursuant to Section 18, upon the any Initiating Holder or Initiating Holder Group may make a written request of one or more (an “Initiating Holders requesting that Request”) to the Company effect a for the registration with the Commission under the Securities Act of all or any part of the Registrable Common Stock owned by such Initiating Holders' Holder or Initiating Holder Group, which request shall specify the number of shares of Registrable Securities, Common Stock to be disposed of by such Initiating Holder or Initiating Holder Group and specifying the intended method or methods proposed plan of disposition thereofdistribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly, but promptly (and in any event within ten (10) days 10 Business Days after receipt of such written request, give written notice Initiating Request) notify in writing all other Holders of the receipt of such requested registration request and, subject to all holders of Registrable SecuritiesSection 9(b), and thereupon will use its best commercially reasonable efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which Common Stock that the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method Holder or methods of disposition stated in such request, Initiating Holder Group; and (ii) all other Registrable Securities which Common Stock that the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the intended method or methods of disposition thereof)Initiating Request, all to the extent necessary to permit the proposed method of disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Common Stock so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registrationprovided, by written notice to the Company within ten that, (10A) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with effect more than a registration request total of three registrations pursuant to this Section 1 3(a) for all Holders of Registrable Common Stock; (B) if the Company shall have previously effected a registration pursuant to Section 2 or this Section 3(a), or shall have previously effected a registration of a Public Offering of which notice has been given to the Holders pursuant to Section 4, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Initiating Holder or Initiating Holder Group (at the request of those members of such Initiating Holder Group owning a majority of the shares of Registrable Common Stock owned by all members of such Initiating Holder Group) whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), may, by written notice received by the Company before the filing of a registration statement pursuant to this Section 3(a), withdraw its Initiating Request. Upon receipt of such withdrawal notice, the Company shall not effect such registration; provided that, (i) if the members of an Initiating Holder Group that have not requested withdrawal of an Initiating Request collectively own and wish the Company to register the offering of 10% or more of the shares of Registrable Common Stock outstanding at the time of delivery of the Initiating Request (the “Non-withdrawing Holders”), the Company shall effect a registration that includes only such shares of Registrable Common Stock owned by the Non-withdrawing Holders and such registration shall count as one of the permitted registrations pursuant to paragraph (A) above; and (ii) a requested registration that is not effected as a result of the withdrawal of an Initiating Request by the Initiating Holder or Initiating Holder Group, as the case may be, pursuant to this paragraph (C) will count as one of the permitted registrations pursuant to paragraph (A) above unless (x) the Initiating Holder or Initiating Holder Group elects to pay or reimburse the Company for all Expenses incurred in connection with such requested registration or (y) such Initiating Request is withdrawn (1) at the request of the Company, (2) because of a breach by the Requisite HoldersCompany of any of its obligations under this Agreement, or (3) within 10 Business Days after the occurrence of a Material Adverse Change; and (D) the Company is not required to effect any registration pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such Initiating Request is to be included in such registration. Subject to Section 9(b), the Company agrees to use commercially reasonable efforts to keep each registration statement effected pursuant to this Section 3(a) continuously effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until the earliest of (i) such time as all of such Registrable Common Stock has been disposed of in accordance with such registration statement, (ii) there shall cease to be any Registrable Common Stock, or (iii) 120 days after such registration statement has been declared effective (plus a number of Business Days equal to the number of days, if any, that such registration statement is not kept effective after the initial date of its effectiveness and prior to 120 days thereafter), provided that, with respect to any Shelf Registration such period shall extend for the period provided for in Section 3(g).

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary Effective Date, any Major Investor holding not less than 10% of the date hereof, upon the Registrable Securities held by all Investors (a “Demanding Investor”) may make a written request of one or more Initiating Holders requesting that to Parent for the Company effect a registration Registration with the SEC under the U.S. Securities Act of all or any part of such Initiating Holders' Demanding Investor’s Registrable Securities, which request will specify the number of shares of Registrable Securities to be disposed of by such Demanding Investor and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor. Upon the receipt of any request for Registration pursuant to this Section 1.1(a), Parent will promptly notify the Company will promptly, but in any event within ten (10) days after other Investors of the receipt of such written request. Upon the receipt of any request for Registration made in accordance with the terms of this Section 1.1(a), give written notice of such requested registration to all holders of Registrable Securities, and thereupon Parent will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the registration such Registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the U.S. Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company that Parent has been so requested to register Register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestDemanding Investor, and (ii) all other Registrable Securities which the Company that Parent has been requested to register Register by the holders thereof by other Investors pursuant to a written request delivered given to the Company Parent within thirty (30) 15 days after the giving of such written notice by Parent to such other Investors of the Company (which request shall specify by the intended method or methods of disposition thereof), Demanding Investor; all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 1.1(b)) of the Registrable Securities so to be registeredRegistered; provided that that, (A) Parent will not be required to effect more than a total of six demand Registrations pursuant to this Section 1.1(a) for the reasonably anticipated aggregate price Investors; (B) if the intended method of distribution is an underwritten public offering, then Parent will not be required to effect such Registration pursuant to this Section 1.1(a) unless such underwriting will be conducted on a “firm commitment” basis; (C) if Parent has previously effected a Registration pursuant to this Section 1.1(a) or has previously effected a Registration of which notice has been given to the public Investors pursuant to Section 1.2 or Section 1.3, then Parent will not be required to effect any Registration pursuant to this Section 1.1(a) until a period of 180 days will have elapsed from the date on which such offering would previous Registration ceased to be at least $5,000,000; and provided further that effective; (D) any holder of Investor whose Registrable Securities were to be included in any such registrationRegistration pursuant to this Section 1.1(a), by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) Parent, may withdraw such request and, upon on Parent’s receipt of such notice of such withdrawal with respect to a number of shares of Registrable Securities such that the withdrawal of such request from holders comprising Investor that has not elected to withdraw does not hold, in the Requisite Holdersaggregate, the Company may elect not requisite amount of shares of Registrable Securities to effect such registration; and provided furtherrequire or initiate a request for a Registration under clause (E) of this Section 1.1(a), that the Company shall Parent will not be required to effect such Registration; provided that, if the Investor that has elected to withdraw its request for Registration agrees to pay the Expenses related to such Registration, then the request for Registration Expenses in connection with a registration request will not be counted for purposes of determining the number of Registrations to which such Investor is entitled pursuant to this Section 1 if 1.1(a); and (E) Parent will not be required to effect any Registration to be effected pursuant to this Section 1.1(a) unless the shares of Registrable Securities proposed to be sold in such request is withdrawn by Registration have an aggregate price (calculated based upon the Requisite HoldersMarket Price of such shares of Registrable Securities as of the date of such request) of at least $10,000,000.

Request. Except as otherwise provided in this Section 1, at any time During the period commencing on the Effective Time and from time to time after ending on the first second anniversary of the date hereofEffective Time (the "Registration Period"), each Cable Stockholder shall have the right upon the written request of one or more Initiating Holders requesting (a "Request") to request that the Company effect a the registration under the Securities Act of all or any a part of the Registrable Securities then owned by such Initiating Holders' Cable Stockholder(s) (but in any event not less than an aggregate of 5,000,000 shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, or such lesser number of shares as shall then constitute all of the Registrable Securities, and specifying the intended method or methods Securities then owned by such Cable Stockholders taking into account all Registrable Securities to be included in such registration). Upon receipt of disposition thereofany such Request, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written provide notice of such requested registration Request in accordance with Section 8 (the "Registration Notice") to all holders each of Registrable Securities, the Cable Stockholders not included in such Request and thereupon will use its best all reasonable efforts (subject to effect, as reasonably expeditiously as practicable, the Section 4(b)) to effect such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register in the Request or by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all any other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company Cable Stockholder within thirty (30) 15 days after delivery of the giving Registration Notice (the Cable Stockholders requesting registration shall collectively be referred to as the "Participating Cable Stockholders"). Each Cable Stockholder shall be entitled to two Requests during the Registration Period pursuant to this Section 2, provided that, regardless of such written notice whether any securities are offered or sold pursuant thereto (other than as a result of any action by the Company (which request shall specify the intended method or methods of disposition thereofpursuant to Section 4(b)), all to no more than one Request shall be made by each Cable Stockholder during the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) first twelve month period of the Registrable Securities so Registration Period and no more than one Request shall be made by each Cable Stockholder during the remainder of the Registration Period. (For the avoidance of doubt, no more than a total of six Requests may be made hereunder.) The Company may include in any such registration other securities for sale for its own account or for the account of any other Person; provided that, if the managing underwriter for the offering shall determine that the number of shares proposed to be registered; provided that the reasonably anticipated aggregate price to the public of offered in such offering would be at least $5,000,000; reasonably likely to adversely affect such offering, then the securities to be sold by the Cable Stockholders shall be included in such registration before any securities proposed to be sold for the account of the Company or any other Person and provided further that the Cable Stockholders agree that any holder reduction in the number of Registrable Securities securities to be offered by the Cable Stockholders pursuant to any Request shall be on a pro rata basis except that the securities offered by the Cable Stockholder initiating such Request shall not be reduced to less than 50% of such securities included in the initial Request unless no securities of any other Cable Stockholder are included therein. The Cable Stockholder making such registration, by written notice initial Request shall be responsible for any calculations relating to the Company within ten (10) days after its receipt of foregoing and shall set forth such calculations in a copy of a notice from certificate to be delivered to the managing underwriter delivered pursuant to Section 4(a) may withdraw such request andCompany, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that on which certificate the Company shall not be required entitled to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holdersrely.

Request. Except as otherwise provided in this Subject to Section 12.1(f), at any time and from time to time after the first anniversary of the date hereoffollowing December 12, upon the written request of 2001, one or more holders (the "Initiating Holders requesting Holders") of 25% or more of the total number of shares of Class A Common Stock issued or issuable upon conversion or issued upon exchange of the Preferred Stock that has been issued pursuant to the Stock Purchase Agreement, may, upon written request (if such request involves an underwritten offering, each such request shall specify the number of shares to be included in such registration and the acceptable price range for the shares to be included in such registration), require the Company to effect a the registration under the Securities Act of all or any part of Registrable Securities held by such Initiating Holders' . Should the Initiating Holders request registration of the Preferred Stock that constitute Registrable Securities, any legal expenses arising as a result of conforming the Preferred Stock for public trading shall be divided equally between and specifying the intended method or methods of disposition thereof, paid by the Company and the Initiating Holders. The Company promptly will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all other holders of Registrable SecuritiesSecurities who are entitled to join in such registration. After December 12, and thereupon 2001, the Company will use its reasonable best efforts to effect, as reasonably expeditiously as practicablenot later than 90 days after the end of the period in which each request for registration is received (or, if the 90th day is not a business day, the first business day thereafter), the registration under the Securities Act, including including, by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use such a shelf registration and if Form S-2 or S-3 (or any such successor formsform) for such a shelf registrationis then available to the Company), of: (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities which that the Company has been requested to register by the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)such registration, all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in Subject to the provisions of this Section 14.1, at any time and from time to time after the first earlier of (i) six (6) months following the closing of the Initial Public Offering or (ii) the third anniversary of the date hereofEffective Date, upon the written (A) Anschutz or any Anschutz Affiliate may request of one or more Initiating Holders requesting that the Company effect a registration for sale under the Securities Act of all or any part of the Common Stock then held by them; provided, however, that such Initiating Holders' Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, request shall cover the registration of Common Stock with an anticipated aggregate offering price (before any underwriting discounts and commissions) of at least $25,000,000 and (B) Oaktree or any Oaktree Affiliate may request registration for sale under the Securities ActAct of all or part of the Common Stock then held by them; provided, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in however, that such request shall cover the registration of Common Stock with an anticipated aggregate offering price (but in the case before any underwriting discounts and commissions) of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within at least $25,000,000. Within thirty (30) days after receipt by the giving Company of such request (which request shall specify the number of shares proposed to be registered and sold), the Company shall promptly give written notice by to all other Stockholders of the proposed demand registration, and such other Stockholders shall have the right to join in such proposed registration and sale, upon written request to the Company (which request shall specify the intended method or methods number of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so shares proposed to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; registered and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company sold) within ten fifteen (1015) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of from the withdrawal of Company. The Company shall thereafter, as expeditiously as practicable, use its reasonable best efforts (x) to file with the SEC under the Act a registration statement on the appropriate form concerning all Common Stock specified in the demand request and all shares with respect to which the Company has received such written request from holders comprising the Requisite Holdersother Stockholders and (y) to cause such registration statement to be declared effective. The Company shall use its reasonable best efforts to cause each offering pursuant to this Section 4.1 to be managed, the Company may elect not on a firm commitment basis, by a recognized regional or national underwriter. With respect to effect such registration; and provided furtherrequests for registration by Anschutz or any Anschutz Affiliate pursuant to clause (A) above, that the Company shall not be required to pay Registration Expenses in connection comply with a registration request more than three (3) requests by Anschutz or any Anschutz Affiliate, collectively, for demand registrations pursuant to this Section 1 if 4.1 unless pursuant to the provisions of Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the Common Stock requested to be included in a registration are not included, in which event such request is withdrawn demand registration shall not count against the three (3) demand registrations to which Anschutz and any Anschutz Affiliates, collectively, are entitled. With respect to requests for registration by Oaktree or any Oaktree Affiliate pursuant to clause (B) above, the Requisite HoldersCompany shall not be required to comply with more than two (2) requests by Oaktree or any Oaktree Affiliates, collectively, for demand registrations pursuant to this Section 4.1 unless pursuant to the provisions of Section 4.1.3 hereof a number of shares in excess of fifty percent (50%) of the Common Stock requested to be included in a registration are not included, in which event such demand registration shall not count against the two (2) demand registrations to which Oaktree and any Oaktree Affiliates, collectively, are entitled.

Request. Except as otherwise provided in this Section 1, If at any time and from time any DLJ Entity or Marsh requests in writing (the requesting Person being referred to time after as the first anniversary of the date hereof, upon the written request of one or more "Initiating Holders requesting Stockholder") that the Company effect a the registration under the Securities Act of all or any part a specified number of such Initiating Holders' the Registrable Securities, Securities held by it and specifying the intended method or methods of disposition thereof, a copy of which request (the "Company Notice") shall be sent by the Company will promptlyto the other Persons entitled to request registration under this Section 2(a) that have not made such registration request (the "Other Stockholders"), but the Company will, in any event within ten (10accordance with the provisions of Section 2(c) days after receipt of such written requesthereof, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best commercially reasonable efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means Act of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by the Initiating Stockholder and by any Other Stockholders, so long as such Initiating Holder(s)Other Stockholders have requested that such Registrable Securities be included in such registration within 10 days of the date of the Company Notice, for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register request by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Initiating Stockholder, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registrationso registered; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request effect (A) more than three registrations requested by the DLJ Entities pursuant to this Section 1 if 2(a), (B) more than two registrations requested by Marsh pursuant to this Section 2(a), (C) any registration under this Section 2(a) unless the Registrable Securities requested to be included therein by the Initiating Stockholder, in the reasonable judgment of the Board exercised in good faith, have an aggregate fair market value of at least $25,000,000, unless the Registrable Securities requested to be included therein constitute all of the Registrable Securities then owned by the Initiating Stockholder (and, in case of any DLJ Entity, all other DLJ Entities) or (D) any registration under this Section 2(a) prior to the earlier of the date that is six months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which Registrable Securities are to be or were sold pursuant to this Section 2(a) or the date that is three months after the effective date of the Company's most recent registration statement (other than a registration on Form S-4 or Form S-8 or any successor or similar forms) pursuant to which the DLJ Entities or Marsh were entitled to request that Registrable Securities be sold pursuant to Section 2(b). Any request by an Initiating Stockholder pursuant to the first sentence of this Section 2(a) shall indicate that such Initiating Stockholder intends, in good faith, to dispose of all of the Registrable Securities as to which a request is withdrawn made pursuant to this Section 2(a) pursuant to an underwritten public offering; provided that such intention shall not preclude a change to the plan of distribution to allow block trades, it being understood that no such change may be made with the intention of converting such registration into the functional equivalent of an "equity shelf." A request to register Registrable Securities pursuant to this Section 2(a) that is made by any DLJ Entity or ▇▇▇▇▇, as the Requisite Holderscase may be, in its capacity as an "Other Stockholder" shall not reduce the number of registrations available to such entity pursuant to paragraph (A) or (B), as the case may be, of this Section 2(a)(i).

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary of the date hereof, upon the written Trust Preferred Purchaser or any other Holder of Trust Registrable Securities or group of Holders, in each case, holding in excess of 10% of the aggregate principal amount of the Trust Preferred Securities then outstanding (PROVIDED that no Transferee of the Trust Preferred Purchaser or any of its Affiliates or of any Transferee shall be permitted to request of one a registration pursuant to this Section 5.1 unless the right to make such a request was transferred to such Transferee pursuant to Section 3.1(b)(ii)), individually or more Initiating Holders requesting collectively, as the case may be (the "TRUST DEMAND PARTY"), may request in writing that the Company and the Trust effect a the registration under the Securities Act of all or any part of such Initiating Holders' Trust Demand Party's Trust Registrable Securities, . Any such request will specify (i) the number of Trust Registrable Securities proposed to be sold and specifying (ii) the intended method or methods of disposition thereof. Subject to the other provisions of this Section 5.1, the Trust shall, and the Company will promptlyshall cause the Trust to, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all holders other Holders of Trust Registrable Securities, and thereupon will will, as expeditiously as possible, use its best commercially reasonable efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Trust Registrable Securities which the Company has and the Trust have been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, Trust Demand Party; and (ii) all other Trust Registrable Securities of the same class(es) or series as are to be registered at the request of a Trust Demand Party and which the Company Trust has been requested to register by the holders thereof any other Holder of Trust Registrable Securities by written request delivered given to the Company and the Trust within thirty (30) days after the giving of such written notice by the Company Trust (which request shall specify the amount and intended method or methods of disposition thereofof such Trust Registrable Securities), all to the extent necessary to permit the disposition (in accordance with the intended methods method thereof as aforesaid) of the Trust Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary expiration of the date hereofInitial Registration Period, upon the Requesting Holders may make a written request of one or more (the "Initiating Holders requesting that Request") to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Requesting Holders' Registrable SecuritiesCommon Stock, which Initiating Request shall specify the number of shares to be disposed of by such Requesting Holders and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly, but promptly shall notify in any event within ten (10) days after writing all other Holders of the receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, request and thereupon will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act Shelf Registration, if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration)applicable, of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method Requesting Holder or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the intended method or methods of disposition thereof)Initiating Request, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 6(c) hereof) of the Registrable Securities Common Stock so to be registered; provided provided, that, (A) the Company shall not be required to effect more than a total of four registrations pursuant to this Section 3 (including a Shelf Registration effected pursuant to Section 3(b)), (B) if the Company shall have previously effected a registration pursuant to this Section 3(a) (including one registration effected pursuant to Section 3(b)) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 4 hereof following the effectuation of a registration pursuant to this Section 3(a), the Company shall not be required to effect any registration or file a Registration Statement pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such registration is no longer required to be kept effective, it being agreed that the reasonably anticipated aggregate price foregoing limitation shall in no event be applicable to the public of such offering would be at least $5,000,000; and provided further that first Initiating Request pursuant to this Section 3(a), (C) any holder of Holder whose Registrable Securities Common Stock was to be included in any such registrationregistration pursuant to this Section 3, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) Company, may withdraw such request and, upon on receipt of such notice of the withdrawal of such request from holders comprising Holders holding a percentage of Registrable Common Stock, such that the Requisite HoldersHolders that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3, the Company may elect shall not to effect such registration; and provided further, that and (D) the Company shall not be required to pay Registration Expenses in connection with a effect any registration request pursuant to this Section 1 if 3(a) unless at least 12.5% of the shares of Common Stock issued pursuant to this Plan are to be included in such request is withdrawn by the Requisite Holdersregistration.

Request. Except as otherwise provided in this Section 1, at any time From and from time to time after the first one (1) year anniversary of the first day of the first full calendar month following the date hereofof this Agreement and subject to Section 4.3, upon the written request of one or more Initiating Holders from a Requesting Investor requesting that the Company effect a the registration under the Securities Act of all or any part of the Eligible Securities held by such Initiating Holders' Registrable SecuritiesInvestor, which notice may be delivered at any time after such one (1) year anniversary and specifying which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities (the “Registration Request Notice”), unless such Eligible Securities are included in a currently effective registration statement of the Company permitting the resale of such Eligible Securities in the manner contemplated by the Requesting Investor, the Company will promptlyuse its reasonable best efforts to (as promptly as practicable) file the appropriate registration statement under the Securities Act with the SEC and (as promptly as reasonably practicable, but in any event within ten (10) 180 days after receipt of such written request, give written notice ) cause such registration statement to be declared effective by the SEC and to permit the disposition of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Eligible Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request; provided, andthat: (iia) all other Registrable Securities which if the Company has been requested shall have previously caused a registration statement to register be declared effective by the holders thereof by written request delivered SEC with respect to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Eligible Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request andArticle III, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with cause a subsequent registration request statement to be declared effective by the SEC pursuant to this Section 1 if 2.1 until a period of ninety (90) days shall have elapsed from the effective date of the most recent such request is withdrawn previous registration, unless such earlier registration was pursuant to Section 3.1 and the Selling Investors in connection therewith were subjected to a cutback in accordance with Section 3.1(e); and (b) the Company shall not be required to effect (i) more than three (3) registrations pursuant to this Article II in any calendar year or (ii) a registration of Eligible Securities, the fair market value of which on the date of receipt by the Requisite HoldersCompany of the Registration Request Notice is less than $5,000,000.

Request. Except as otherwise provided in this Section 1, at At any time and or from time to time after time, the first anniversary of Forstmann Little Partnerships, individually or jointly, shall have the date hereof, upon right to require Parent to effect the written request of one or more Initiating Holders requesting that the Company effect a registration under the Securities Act of all or any part of such Initiating Holders' their respective Registrable Securities, by delivering a written request (a "Forstmann Little Request") therefor to Parent specifying the number of shares of Registrable Securities and specifying the intended method of distribution. At any time following the occurrence of both (i) the consummation of an IPO and (ii) a Trigger Event, Rio Bravo shall have the right to require Parent to effect the registration under the Securities Act of all or methods part of disposition thereofits Rio Bravo Securities, by delivering a written request (a "Rio Bravo Request") therefor to Parent specifying the Company will promptlynumber of shares of Rio Bravo Securities and the intended method of distribution; PROVIDED, HOWEVER, that if a Trigger Event occurs more than 180 days prior to the consummation of an IPO, Rio Bravo shall not be entitled to make a Rio Bravo Request or otherwise require Parent to effect a registration under this Section 2.1. The party or parties delivering a Forstmann Little Request or a Rio Bravo Request shall be referred to as the "Initiating Holder." In the case of a Forstmann Little Request, Parent shall as expeditiously as possible (but in any event within ten (10) 120 days after of receipt of such written requestthe Forstmann Little Request), give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only and if the Company Parent is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) of the Registrable Securities which the Company Parent has been so requested to register by such the Initiating Holder(sHolder. In the case of a Rio Bravo Request, as promptly as practicable, but no later than ten days after receipt of a Rio Bravo Request, the Company shall given written notice of the Rio Bravo Request to all Holders (the "Demand Exercise Notice"). Parent shall as expeditiously as possible (but in any event within 120 days of receipt of a Rio Bravo Request), use its best efforts to effect the registration under the Securities Act of the Registrable Securities which Parent has been so requested to register by the Initiating Holder and any other Holder which have made a written request to the Company for disposition inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3). Parent shall (i) use its best efforts to effect the registration of Registrable Securities for distribution in accordance with the intended method or methods of disposition stated distribution set forth in such requestthe written request delivered by the Initiating Holder, and and (ii) all other Registrable Securities which the Company has been if requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Initiating Holder, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) obtain acceleration of the Registrable Securities so effective date of then registration statement relating to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section At any time during the period commencing January 1, at any time ------- 1998 and from time ending December 31, 1998, if HALIS has not made a prior registration of its own equity securities subject to time after the first anniversary provisions of the date hereofSubsection 10.3 below, upon the written request of one or more Initiating Holders Holders, requesting that HALIS effect the Company effect a registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, Securities (but not less than 25% of the Registrable Securities outstanding) and specifying the intended method or methods of disposition thereofthereof (which may include transactions in the over the counter or bulletin board market, negotiated transactions, or a combination of such methods of said, at fixed prices that may be changed, at market prices prevailing at the Company time of sale, at prices related to such prevailing market prices or at negotiated prices, and with such transactions to be effected as the selling Shareholder or Shareholders shall deem appropriate), HALIS will promptly, but in any event within ten (10) days after receipt of such written request10 business days, give written notice of such requested registration to all holders of Registrable Securities, Securities and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company HALIS has been so requested to register by such Initiating Holder(s)Holders, for disposition in accordance with the intended method or methods of disposition stated in such request, and, (ii) all other Registrable Securities which the Company HALIS has been requested to register by the holders thereof by written request delivered to the Company HALIS within thirty (30) 10 days after the giving of such written notice by the Company HALIS (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities), and (iii) all shares of HALIS Common Stock which HALIS may elect to register for its own account in connection with the offering of Registrable Securities pursuant to this Section 10.2, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; , provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company HALIS shall not be required to pay Registration Expenses in connection with a effect more than one -------- registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders10.2.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary expiration (in accordance with Section 2(a) above) or cessation of effectiveness of the date Shelf Registration Statement filed by the Company pursuant to Section 2(a) hereof (the “Initial Shelf”) and prior to the termination of the Company’s obligations hereunder pursuant to and in accordance with the terms of Section 19 hereof, upon the written request of one or more Holders (other than Management Holders, who shall have no request rights under this Section 3(a)) (the “Initiating Holders requesting that Holders”) may make a written request (the “Initiating Request”) to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' ’ Registrable SecuritiesCommon Stock; provided, however, that such request shall be made by one or more Holders (other than Management Holders) holding at least 15% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of by such Holders and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly, but promptly shall notify in any event within ten writing all other Holders (10including the Management Holders) days after of the receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, request and thereupon will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act Shelf Registration, if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration)applicable, of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method Holder or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty (30) 20 days after the giving of such written notice by the Company to such other Holders of the Initiating Request (which request shall specify 10 days if the intended method Company states in such written notice or methods gives telephonic notice to the relevant stockholders, with written confirmation to follow promptly thereafter, stating that (i) such registration will be on Form S-3 and (ii) such shorter period of disposition thereoftime is required because of a planned filing date), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 3(c) hereof) of the Registrable Securities so Common Stock to be so registered; provided that provided, that, (A) the reasonably anticipated aggregate price Company shall not be required to effect more than a total of six registrations pursuant to this Section 3(a) for all Holders of Registrable Common Stock, (B) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 3(a) unless such underwriting shall be conducted on a “firm commitment” basis, (C) if the Company shall have previously effected a registration pursuant to Section 2, this Section 3(a) or shall have previously effected a registration of which notice has been given to the public Holders pursuant to Section 4 hereof, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which the previous such offering would registration ceased to be at least $5,000,000; and provided further that effective, (D) any holder of Holder whose Registrable Securities Common Stock was to be included in any such registrationregistration pursuant to this Section 3(a), by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) Company, may withdraw such request and, upon on receipt of such notice of the withdrawal of such request from holders comprising Holders (excluding Management Holders) holding a percentage of Registrable Common Stock, such that the Requisite Holders (excluding Management Holders) that have not elected to withdraw do not hold, in the aggregate, the requisite percentage of the Registrable Common Stock to initiate a request under this Section 3(a), the Company may elect shall not to effect such registration; and provided further, that , (E) the Company shall not be required to pay Registration Expenses in connection with a effect any registration request to be effected pursuant to this Section 1 if 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such request is withdrawn by to be included in such registration, and (F) a Shelf Registration effected under this Section 3(a) shall comply with the Requisite Holdersprocedures set forth in the second paragraph of Section 2(a).

Request. Except The Company shall cause to be filed on the later of (a) the first business day following the 15th day after the First Closing Date (as otherwise provided defined in this Section the Contribution Agreement), or (b) May 1, at any time and from time to time after 1998, or as soon as practicable thereafter, a Shelf Registration Statement providing for the first anniversary of sale by the date hereof, upon the written request of one or more Initiating Holders requesting that the Company effect a registration under the Securities Act Investors of all or any part of such Initiating Holders' Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in terms hereof and will use its reasonable efforts to cause such request, and (ii) all other Shelf Registration Statement to be declared effective by the Commission as soon as practicable thereafter. The Company agrees to use its reasonable efforts to keep the Shelf Registration Statement with respect to the Registrable Securities continuously effective so long as any Investor holds Registrable Securities; provided, however, that at any time after the Shelf Registration Statement becomes effective the number of Registrable Securities outstanding is less than 12,500, then the Investors owning the remaining Registrable Securities shall be given notice that the Shelf Registration will be permitted to lapse in not less than 90 days, after which 90-day period, the Company's obligations under this Section 2.1.1 shall cease. Subject to Section 2.2.2 and Section 2.2.11, the Company has been requested further agrees to register amend the Shelf Registration Statement if and as required by the holders thereof by written request delivered rules, regulations or instructions applicable to the Company within thirty (30) days after the giving of such written notice registration form used by the Company (which request shall specify for such Shelf Registration Statement or by the intended method Securities Act or methods of disposition thereof)any rules and regulations thereunder; provided, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided furtherhowever, that the Company shall not be deemed to have used its reasonable efforts to keep the Shelf Registration Statement effective during the applicable period if it voluntarily takes any action that would result in the Investors not being able to sell Registrable Securities covered thereby during that period, unless such action is required under applicable law or the Company has filed a post- effective amendment to pay the Shelf Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn Statement and the Commission has not declared it effective or except as otherwise permitted by the Requisite Holderslast three sentences of Section 2.2.

Request. Except as otherwise provided in this Section 1, at any time and from time The Pre-IPO Shareholders shall each have the right to time after the first anniversary of the date hereof, upon the written request of one or more Initiating Holders requesting that the Company effect file a Registration Statement with the SEC on the appropriate registration under the Securities Act of form for all or any part of such Initiating Holders' the Registrable Securities held (and for avoidance of doubt, that would be held upon conversion of Class B Shares into Registrable Securities, ) by such Holder once such Holder is no longer subject to the lock-up applicable to it entered into in connection with the IPO (which may be due to the expiration or waiver of such lock-up with respect to such Registrable Securities) by delivering a written request to the Company specifying the kind and specifying number of shares of Registrable Securities such Holder wishes to Register and the intended method or methods of disposition thereofdistribution thereof (a “Demand Registration” and the Holder submitting such Demand Registration, the “Initiating Holder”). The Company will promptly, but in any event shall (i) within ten (10) days after 5 Business Days of the receipt of such written request, give written notice of such requested registration Demand Registration (the “Company Notice”) to all holders of Registrable SecuritiesHolders other than the relevant Initiating Holder (the “Eligible Holders”), and thereupon will (ii) use its reasonable best efforts to effectfile a Registration Statement in respect of such Demand Registration within 45 days of receipt of the request, and (iii) use its reasonable best efforts to cause such Registration Statement to become effective as soon as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested practicable thereafter. The Company shall include in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registration all Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities Eligible Holders request to be included in any such registration, by written notice to within the 10 Business Days following their receipt of the Company within ten (10) days after its receipt Notice. For the avoidance of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holdersdoubt, the Company Initiating Holder may elect not to effect such registration; deliver a request for a Demand Registration and provided further, that the Company shall deliver the Company Notice prior to the expiration of any lock-up period applicable to the Initiating Holder, so long as the Registration Statement is not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if filed until after the expiration of such request is withdrawn by the Requisite Holderslock-up period.

Request. Except as otherwise provided in this Section 1, If (A) at any time and from time to time after the first anniversary earlier of (x) the ------- Initial Public Offering or (y) April 30, 2005, the Quad-C Holders or the Skylark Holders, as the case may be, hold in excess of ten (10%) percent of the date hereofoutstanding Common Shares and the Quad-C Holders or the Skylark Holders, upon as the written case may be, request of one or more Initiating Holders requesting in writing that the Company effect a the registration under the Securities Act of all a specified number of the Registrable Securities held by the Quad-C Holders or any part of such Initiating the Skylark Holders' Registrable Securities, as the case may be, and specifying the intended method of disposition thereof, or methods (B) at any time after April 30, 2005, the Company has not effected the Initial Public Offering, ▇▇▇▇▇▇ is not the Chief Executive Officer of the Company and the ▇▇▇▇▇▇ Group and their Related Transferees continue to hold in excess of ten (10%) percent of the outstanding Common Shares and ▇▇▇▇▇▇ requests in writing that the Company effect the registration of the Initial Public Offering under the Securities Act of a specified number of the Registrable Securities held by the ▇▇▇▇▇▇ Group, and specifying the intended method of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company, in accordance with the provisions of Section 2(c) hereof, will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (iA) the Registrable Securities held by the Quad-C Holders or the Skylark Holders, as the case may be, which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and (iiB) all other Registrable Securities which the Company has been requested to register by the holders thereof Requesting Holders by written request delivered given to the Company within thirty (30) 20 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Company, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably Company shall not be -------- required (x) to effect a Long-Form Registration under this Section 2(a) unless the anticipated aggregate price to gross proceeds of the public offering of such offering would be at least $5,000,000; and provided further that any holder of all Registrable Securities to be included in any such registrationtherein is at least $10,000,000, (y) to effect more than two Long-Form Registrations at the request of each of the Quad-C Holders and the Skylark Holders; provided that no -------- Long-Form Registration will count as a Long-Form Registration unless the Quad-C Holders or the Skylark Holders, as the case may be, are able to register and sell at least 80% of the Registrable Securities requested to be included therein by written notice either the Quad-C Holders or the Skylark Holders, as the case may be, or (z) to effect a Long-Form Registration under this Section 2(a) prior to the Company within ten (10) days date that is six months after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice effective date of the withdrawal of such request from holders comprising Company's most recent registration statement; provided that in the Requisite Holders, event the Company may elect not to effect such registration; and provided further, that registration -------- requested by the Company shall not be required to pay Registration Expenses in connection with a registration request Quad-C Holders or the Skylark Holders pursuant to this Section 1 if 2(a)(i) is the Initial Public Offering, or in the event of the registration requested by ▇▇▇▇▇▇ pursuant to this Section 2(a)(i), the provisions of Section 4 of the Shareholders Agreement shall be complied with and, to the extent such request is withdrawn by provisions are in conflict with the Requisite provisions of this Agreement, such provisions shall control and the Quad-C Holders, the Skylark Holders or ▇▇▇▇▇▇, as the case may be, shall have the rights and obligations of the "Compelling Holder" thereunder.

Request. Except as otherwise provided in this Section 1, at any time and from time to time after the first anniversary of the date hereof, upon the Upon written request of one or more Initiating Holders from an Investor requesting that the Company effect a the registration under the Securities Act of all or any part of the Eligible Securities held by such Initiating Holders' Registrable SecuritiesInvestor, which notice may be delivered at any time and specifying which notice shall specify the intended method or methods of disposition thereofof such Eligible Securities, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its reasonable best efforts to effecteffect (at the earliest possible date) the registration, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the such Eligible Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and; provided that: (ii) all other Registrable Securities which a. if the Company has been requested shall have previously effected a registration with respect to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Eligible Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request andArticle IV hereof, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses effect a registration pursuant to this Article III until a period of one hundred twenty (120) days shall have elapsed from the effective date of the most recent such previous registration; b. if, while a registration request is pending pursuant to this Article III, the Company determines in the good faith judgment of the Board of Trustees of the Company, with the advice of counsel, which determination shall be made not more than seven Business Days after receipt by the Company of the registration request, that the filing of a registration statement would require the disclosure of non-public material information the disclosure of which would have a material adverse effect on the Company, the Company shall deliver a certificate to such effect signed by its Chief Executive Officer, President, or any Executive Vice President to the Investors, and the Company shall not be required to effect a registration pursuant to this Article III until the earlier of (i) the date upon which such material information is disclosed to the public or ceases to be material or (ii) 30 days after the Company makes such good faith determination; provided, that only one such certificate may be delivered in connection with a the filing of any registration request statement; and c. the Company shall not be required to effect (i) more than two registrations pursuant to this Section 1 if such Article III in any calendar year and (ii) a registration of Eligible Securities, the Fair Market Value of which on the date of the registration request is withdrawn less than $2,500,000. No registration of Eligible Securities under this Article III shall relieve the Company of its obligation (if any) to effect registrations of Eligible Securities pursuant to Article II or IV hereof. d. the Company shall not be required to effect a registration pursuant to this Article III during the period that ends six (6) months prior to the date on which Gary M. Holloway is preven▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇ng of any securities of the Company beneficially owned by him pursuant to the Requisite Holdersunderwriters' "lock-up" set forth in the underwriting agreement used for the Company's initial public offering; provided, however that in the event that the underwriters' waive such lock-up then the period of time during which the Company is not required to effect a registration pursuant to Article III shall be similarly reduced; provided further that Gary M. Holloway agre▇▇ ▇▇▇▇ ▇▇ ▇▇ ▇▇▇▇▇ ▇hall he sell or offer to sell publicly or privately any securities of the Company beneficially owned by him for a period of six consecutive months following the period during which the Company is not required to effect a registration pursuant to this Article III.

Request. Except as otherwise Subject to the limitations provided in this Section 1herein, at any time and from time to time after commencing on January 31, 1998, or on the first anniversary of the effective date hereofof the Company's first registration statement under the Securities Act, whichever shall first occur, until the fifth anniversary of the effective date of the Company's first registration statement under the Securities Act. upon the written request (specifying that it is being made pursuant to this Section 2.1) of one or more the Initiating Holders requesting that the Company effect a the registration under the Securities Act of all or any part at least fifty percent (50%) of such Initiating Holders' the then-outstanding Registrable Securities. but no less than the number of Registrable Securities issued or issuable upon conversion of twenty percent 20% of the total number of shares of Preferred Stock issued by the Company to all Purchasers, and specifying (x) the intended method or methods of disposition thereof, (y) whether or not such requested registration is to be an underwritten offering, and (z) the price range (net I)f underwriting discounts and commissions) acceptable to such Holder or Holders to be received for such Registrable Securities, the Company will promptly, but in any event within ten (10) 10 business days after receipt of the Company receives such written request, request give written notice of such requested registration to all holders other Holders of Registrable Securities, Securities and thereupon the Company will use its best reasonable efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of:: . (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities which the Company has been requested to register by the holders other Holders thereof by written request delivered given to the Company within thirty (30) 15 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofsame information called for by the original request to effect registration described above), all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaidSection 2.1(b) hereof) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section 1, at any time and from time to time after the first anniversary of the date hereof, upon Upon the written request of one or more Initiating Holders requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, Securities and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and; (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request delivered to the Company for registration thereof within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities); and (iii) all shares of Common Stock which the Company and any Other Stockholders may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided that the reasonably anticipated Company shall not be required to effect (i) more than one registration pursuant to this Section 2.1, (ii) the registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 50% of the Registrable Securities originally issuable under the Warrant Agreement or have a market value (based upon the closing price to the public of such offering would be Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5,000,000; 5 million at the close of the last trading day prior to such request, (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided further that any holder the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), and (iv) the registration of Registrable Securities pursuant to this Section 2.1 if (x) in the good faith judgment of the board of directors of the Company, such registration would be included in any such registration, by written notice seriously detrimental to the Company within ten and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (10y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not defer the filing for a period of more than one hundred eighty (180) days after its receipt of a copy the request of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request Initiating Holders, and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses defer its obligation in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holdersmanner more than once in any twelve-month period).

Request. Except as otherwise provided in this Section 1, at any time and from time to time after the first anniversary of the date hereof, upon Upon the written request of one or more Initiating Holders requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, Securities and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and; (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request delivered to the Company for registration thereof within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities); and (iii) all shares of Common Stock which the Company and any Other Stockholders may elect to register in connection with the offering of Registrable Securities pursuant to this Section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any, so to be registered; provided that the reasonably anticipated Company shall not be required to effect (i) more than one registration pursuant to this Section 2.1, (ii) the registration of Registrable Securities pursuant to this Section 2.1 unless the aggregate number of shares of Registrable Securities requested to be registered by all holders of Registrable Securities is equal to or greater than 25% of the Registrable Securities originally issuable under the Warrant Agreement or have a market value (based upon the closing price to the public of such offering would be Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this Section 2.1) of at least $5,000,000; 5 million at the close of the last trading day prior to such request, (iii) during the period starting with the date thirty (30) days prior to the Company's good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration (provided further that any holder the Company is actively employing in good faith all reasonable efforts to cause such registration statement to become effective), and (iv) the registration of Registrable Securities pursuant to this Section 2.1 if (x) in the good faith judgment of the board of directors of the Company, such registration would be included in any such registration, by written notice seriously detrimental to the Company within ten and the board of directors of the Company concludes, as a result, that it is essential to defer the filing of such registration statement at such time, and (10y) the Company shall furnish to such Holders a certificate signed by the president of the Company stating that in the good faith judgment of the board of directors of the Company, it would be seriously detrimental to the Company for such registration statement to be filed in the near future and that it is, therefore, essential to defer the filing of such registration statement, then the Company shall have the right to defer such filing for the period during which such registration would be seriously detrimental (provided that the Company may not defer the filing for a period of more than one hundred eighty (180) days after its receipt of a copy the request of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request Initiating Holders, and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses defer its obligation in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holdersmanner more than once in any twelve-month period).

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary expiration (in accordance with Section 2(a)) or cessation for a period of 90 days of the date hereofeffectiveness of the Shelf Registration Statement filed by the Company pursuant to Section 2(a) (the "Initial Shelf") and until the Company's obligations hereunder with respect to the registration of Registrable Common Stock have terminated pursuant to Section 18, upon the any Initiating Holder or Initiating Holder Group may make a written request of one or more (an "Initiating Holders requesting that Request") to the Company effect a for the registration with the Commission under the Securities Act of all or any part of the Registrable Common Stock owned by such Initiating Holders' Holder or Initiating Holder Group, which request shall specify the number of shares of Registrable Securities, Common Stock to be disposed of by such Initiating Holder or Initiating Holder Group and specifying the intended method or methods proposed plan of disposition thereofdistribution of such shares. Upon the receipt of any Initiating Request for registration pursuant to this Section 3(a), the Company will promptly, but promptly (and in any event within ten (10) days 10 Business Days after receipt of such written request, give written notice Initiating Request) notify in writing all other Holders of the receipt of such requested registration request and, subject to all holders of Registrable SecuritiesSection 9(b), and thereupon will use its best commercially reasonable efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which Common Stock that the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method Holder or methods of disposition stated in such request, Initiating Holder Group; and (ii) all other Registrable Securities which Common Stock that the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the intended method or methods of disposition thereof)Initiating Request, all to the extent necessary to permit the proposed method of disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Common Stock so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registrationprovided, by written notice to the Company within ten that, (10A) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with effect more than a registration request total of three registrations pursuant to this Section 1 3(a) for all Holders of Registrable Common Stock; (B) if the Company shall have previously effected a registration pursuant to Section 2 or this Section 3(a), or shall have previously effected a registration of a Public Offering of which notice has been given to the Holders pursuant to Section 4, the Company shall not be required to effect any registration pursuant to this Section 3(a) until a period of 180 days shall have elapsed from the date on which such previous registration ceased to be effective; (C) any Initiating Holder or Initiating Holder Group (at the request of those members of such Initiating Holder Group owning a majority of the shares of Registrable Common Stock owned by all members of such Initiating Holder Group) whose Registrable Common Stock was to be included in any such registration pursuant to this Section 3(a), may, by written notice received by the Company before the filing of a registration statement pursuant to this Section 3(a), withdraw its Initiating Request. Upon receipt of such withdrawal notice, the Company shall not effect such registration; provided that, (i) if the members of an Initiating Holder Group that have not requested withdrawal of an Initiating Request collectively own and wish the Company to register the offering of 10% or more of the shares of Registrable Common Stock outstanding at the time of delivery of the Initiating Request (the "Non-withdrawing Holders"), the Company shall effect a registration that includes only such shares of Registrable Common Stock owned by the Non-withdrawing Holders and such registration shall count as one of the permitted registrations pursuant to paragraph (A) above; and (ii) a requested registration that is not effected as a result of the withdrawal of an Initiating Request by the Initiating Holder or Initiating Holder Group, as the case may be, pursuant to this paragraph (C) will count as one of the permitted registrations pursuant to paragraph (A) above unless (x) the Initiating Holder or Initiating Holder Group elects to pay or reimburse the Company for all Expenses incurred in connection with such requested registration or (y) such Initiating Request is withdrawn (1) at the request of the Company, (2) because of a breach by the Requisite HoldersCompany of any of its obligations under this Agreement, or (3) within 10 Business Days after the occurrence of a Material Adverse Change; and (D) the Company is not required to effect any registration pursuant to this Section 3(a) unless at least 10% of the shares of Registrable Common Stock outstanding at the time of such Initiating Request is to be included in such registration. Subject to Section 9(b), the Company agrees to use commercially reasonable efforts to keep each registration statement effected pursuant to this Section 3(a) continuously effective in compliance with the provisions of the Securities Act and the laws of any state or other jurisdiction applicable to the disposition of Registrable Common Stock covered by such registration statement until the earliest of (i) such time as all of such Registrable Common Stock has been disposed of in accordance with such registration statement, (ii) there shall cease to be any Registrable Common Stock, or (iii) 120 days after such registration statement has been declared effective (plus a number of Business Days equal to the number of days, if any, that such registration statement is not kept effective after the initial date of its effectiveness and prior to 120 days thereafter), provided that, with respect to any Shelf Registration such period shall extend for the period provided for in Section 3(g).

Request. Except as otherwise provided in this Section 1, at any time During the period commencing on the date hereof and from time to time after ending on the first tenth anniversary of the date hereofhereof (the "Registration Period"), Stockholders holding an aggregate of at least 30% of the Registrable Securities outstanding as of the date of such Request (as defined below) (the "Electing Holders") shall have the right upon written notice to CCI (a "Request") to request that CCI effect the written request of one or more Initiating Holders requesting that the Company effect a registration under the Securities Act of all or any part of the Registrable Securities then owned by such Initiating Holders' Registrable Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, Stockholder(s) (but in any event within ten (10) days after receipt not less than an aggregate number of shares of Common Stock, as adjusted to reflect any stock splits, combinations of shares, reclassifications or comparable transactions, as shall constitute at least 30% of the Registrable Securities outstanding as of the date of such written requestRequest, give written notice or such lesser number of such requested registration shares as shall then constitute all of the Registrable Securities then outstanding taking into account all Registrable Securities to all holders of Registrable Securities, and thereupon will use its best efforts to effect, as reasonably expeditiously as practicable, the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested be included in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration); provided, of: (i) however, CCI shall not under any circumstance be obligated to effect any such registration if the Registrable Securities which are the Company subject of any such Request as of the date of such Request have a value of less than $50,000,000. Upon receipt of any such Request, CCI will provide notice of such Request in accordance with Section 9 (the "Registration Notice") to each of the Stockholders not included in such Request and will use all reasonable efforts (subject to Section 5(b)) to effect such registration of the Registrable Securities which CCI has been so requested to register in the Request or by such Initiating Holder(sany other Stockholder within 60 days after delivery of the Registration Notice (the Stockholders requesting registration pursuant to this Section 2 or Section 3 hereof shall collectively be referred to as the "Participating Stockholders"). The Stockholders collectively shall be entitled to three Requests during the Registration Period pursuant to this Section 2, provided that, regardless of whether any securities are offered or sold pursuant thereto (other than as a result of any action by CCI pursuant to Section 5(b)), no more than one Request shall be made by any Stockholder during any twelve month period during the Registration Period. CCI may include in any such registration other securities for disposition in accordance with sale for its own account or for the intended method or methods account of disposition stated in such requestany other Person; provided that, and (ii) all other Registrable Securities which if the Company has been requested to register by managing underwriter for the holders thereof by written request delivered to offering shall determine that the Company within thirty (30) days after the giving number of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so shares proposed to be registered; provided that the reasonably anticipated aggregate price to the public of offered in such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities reasonably likely to adversely affect such offering, then the securities to be sold by the Stockholders shall be included in such registration before any such registrationsecurities proposed to be sold for the account of CCI or any other Person and provided, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company Stockholders agree that any reduction in the number of securities to be offered by the Stockholders pursuant to any Request shall be on a pro rata basis, except that the securities offered by the Electing Holders initiating such Request shall not be required reduced to pay Registration Expenses less than 50% of such securities included in connection with the initial Request unless no securities of any other Stockholder are included therein. The Electing Holders shall be responsible for any calculations relating to the foregoing and shall set forth such calculations in a registration request pursuant certificate to this Section 1 if such request is withdrawn by the Requisite Holdersbe delivered to CCI, on which certificate CCI shall be entitled to rely.

Request. Except as otherwise provided Subject to the provisions of Section 2.2(h) below, (i) if the Shelf Registration remains continuously effective during the Shelf Registration Period in this Section 1accordance with the terms hereof, at any time and or from time to time after the first anniversary expiration of the date Shelf Registration Period and until the fifth anniversary hereof, upon or (ii) if for any reason the written request Shelf Registration does not become effective within 75 days after the date hereof or ceases to be effective at any time prior to the expiration of one the Shelf Registration Period, at any time or from time to time after the date which is 75 days from the date hereof (if the Shelf Registration fails to become effective) or the date on which the Shelf Registration ceases to be effective, as the case may be, and until the fifth anniversary hereof, the Holders, individually and jointly, of more than 10% of issued and outstanding shares of New Common Stock (the "Initiating Holders requesting that Holders") shall have the right to require the Company to effect a the registration under the Securities Act of all or any part of the Registrable New Common Stock held by such Initiating Holders' , by delivering a written request therefor to the Company specifying the number of shares of Registrable Securities, New Common Stock and specifying the intended method or methods of disposition thereof, the distribution. The Company will promptly, but in any event within ten (10) days after receipt of such written request, shall promptly give written notice of such requested registration to all holders of Registrable Securitiesother Holders, and thereupon will the Company shall, as expeditiously as possible, use its best efforts to effect, as reasonably expeditiously as practicable, (A) effect the registration under the Securities Act, Act (including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only and if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) of the Registrable Securities New Common Stock which the Company has been so requested to register by such the Initiating Holder(s)Holders, for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) and all other Registrable Securities New Common Stock which the Company has been requested to register by any other Holder (together with the holders thereof Initiating Holders, the "Selling Holders") by written request delivered given to the Company within thirty (30) 10 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Company, all to the extent necessary to permit the disposition (distribution in accordance with the intended methods thereof as aforesaidmethod of distribution set forth in the written request or requests delivered by the Selling Holders, and (B) if requested by the Initiating Holders, obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary of the date hereofEffective Date, upon the written request of one or more Initiating Holders requesting that (the "INITIATING HOLDERS") may make a written request (the "INITIATING REQUEST") to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' Registrable SecuritiesCommon Stock; PROVIDED, HOWEVER, that such request shall be made by one or more Holders of an aggregate of at least 5% of the outstanding shares of Registrable Common Stock, which request shall specify the number of shares to be disposed of and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor; and provided further that, notwithstanding the foregoing, each of the Holders who are signatories to this Agreement shall have the absolute right to make at least two (2) such requests during the term of the Agreement (regardless of the amount of outstanding shares to be subject to registration pursuant to such request). For purposes of the immediately preceding sentence, Holders that are Affiliates shall together be considered one Holder. Upon the receipt of any Initiating Request for registration pursuant to this paragraph, the Company will promptly, but promptly shall notify in any event within ten (10) days after writing all other Holders of the receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, request and thereupon will use its best commercially reasonable efforts to effect, as reasonably expeditiously as practicableat the earliest possible date, the such registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities Common Stock which the Company has been requested to register by the holders thereof any other Holders by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify to such other Holders of the intended method or methods of disposition thereof)Initiating Request, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaidterms hereof) of the Registrable Securities so Common Stock to be so registered; provided that PROVIDED, THAT, (A) the reasonably anticipated aggregate price Company shall not be required to effect more than a total of six (6) registrations pursuant to this Section 2 (a) except to the public extent necessary to ensure that each of such offering would be the Holders who are signatories to this Agreement has the absolute right to request and cause at least $5,000,000; two (2) such registrations during the term of the Agreement (for purposes of this clause (A), Holders that are Affiliates shall together be considered one Holder), (B) if the intended method of distribution is an underwritten public offering, the Company shall not be required to effect such registration pursuant to this Section 2(a) unless such underwriting shall be conducted on a "firm commitment" basis, (C) if the Company shall have previously effected a registration pursuant to this Section 2(a) or shall have previously effected a registration of which notice has been given to the Holders pursuant to Section 3 hereof, a Holder shall not request and provided further that the Company shall not be required to effect any holder registration pursuant to this Section 2(a) or Section 3 hereof until a period of 120 days shall have elapsed from the date on which such registration ceased to be effective, and (D) subject to the last sentence of Section 4 hereof, any Holder whose Registrable Securities Common Stock was to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) Company, may withdraw such request and, if upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite HoldersHolders that have not elected to withdraw do not hold, in the aggregate, the Company may elect not requisite percentage of the Common Stock to effect such registration; and provided furtherinitiate a request under this Section 2(a), that then the Company shall not effect such registration and such registration shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by deemed effected for the Requisite Holderspurpose of paragraph (A) above.

Request. Except as otherwise provided in this Section 1, at At any time and or from time to time commencing (i) in connection with an underwritten offering by Holders, from the Effective Date and (ii) in connection with any offering that is not an underwritten offering, two years after the first anniversary Effective Date, any Holder or Holders holding Registrable Securities shall, subject to paragraph (h) of this Section 3.1, have the date hereof, upon the written request of one or more Initiating Holders requesting that right to require the Company to effect a the registration under the Securities Act of all or any part of such Initiating Holders' their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of distribution. The party or methods parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no later than ten days after receipt of disposition thereofa Holder Request, the Company shall give written notice of the Holder Request to all Holders (the "Demand Exercise Notice") and shall (subject to the limitations below) include in such registration all other Registrable Securities requested by the Holders thereof to be so included by written notice (which notice shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 20 days after the giving of the Demand Exercise Notice (or, 10 days if, at the request of the Initiating Holder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will promptly, be on a Form S-3 under the Securities Act). The Company shall as expeditiously as possible (but in any event within ten (10) 30 days after of receipt of such written requesta Holder Request if the Company is eligible to use Form S-3 to register the transaction described in the Holder Request, give written notice or otherwise within 90 days of such requested registration to all holders receipt of Registrable Securities, and thereupon will a Holder Request) use its reasonable best efforts to effect, as reasonably expeditiously as practicable, the file a registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 statement under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) covering the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have duly made a written request to the Company for inclusion in such Initiating Holder(s), registration. The Company shall (i) use its reasonable best efforts to effect the registration of Registrable Securities for disposition distribution in accordance with the intended method or methods of disposition stated distribution set forth in such requesta written request delivered by the Majority Participating Holders, and and (ii) all other Registrable Securities which the Company has been if requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Majority Participating Holders, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) obtain acceleration of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice effective date of the withdrawal of registration statement relating to such request from holders comprising the Requisite Holders, the Company may elect not to effect registration as promptly as practicable following such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holdersrequest.

Request. Except as otherwise provided in this Section 1, at At any time and or from time to time after the first anniversary 90th day following the issuance of the date hereofPreferred Stock pursuant to the Stock Purchase Agreement, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, Securities and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon will the Company will, subject to the terms of this Agreement, use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: : (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and ; (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request delivered to the Company for registration thereof within thirty (30) 15 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided furtherprovided, that the Company shall not be required to pay Registration Expenses in connection with effect any registration pursuant to this section 2.1 (x) on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a registration fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to effect one additional registration pursuant to this Section 1 if such request is withdrawn 2.1 subsequent to the third anniversary of the issuance of the Preferred Stock to the Holders by the Requisite HoldersCompany which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in clause (y) above.

Request. Except as otherwise provided in this Section 1Subject to Article ----------------------- ------- II of the Amended and Restated Stockholders' Agreement, at any time and from time to time after the first anniversary of the date hereoftime, upon the written request of one or more Initiating Holders the holders of a majority of the Eligible Securities then outstanding requesting that the Company effect a the registration under the Securities Act of all or any part a specified number of such Initiating Holders' Registrable Eligible Securities, and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, shall promptly give written notice of such requested registration to all holders of Registrable Securities, Eligible Securities and thereupon will the Company shall use its best reasonable efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means Act of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Eligible Securities which the Company has been so requested to register by such Initiating Holder(s)the Selling Stockholders, for disposition for cash in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register specified by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company Selling Stockholders (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary to permit the disposition (shall be in accordance with the intended methods thereof as aforesaid) registration requirements of the Registrable Securities so to be registered; United States securities laws), provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10i) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to effect -------- any registration pursuant to this Section 1.1 if during the twelve-month period immediately preceding such request for registration the Company has previously effected a registration pursuant to this Section 1.1, (ii) subject to Section 1.1(g), the Company shall not be required to effect any registration pursuant to this Section 1.1 after seven registrations requested by holders of Eligible Securities pursuant to this Section 1.1 shall have been effected unless, as to no more than three additional registrations, the holders of a majority of the Eligible Securities then outstanding deliver at any time a notice to the effect that such holders agree to pay all Registration Expenses in connection with such additional three registrations; provided, however, that if the Company proposes -------- ------- to redeem pursuant to ARTICLE SIXTH, Section 2.2 of the Articles shares of Class A Stock from the Class A Holders in an amount in excess of 0.25% of the Voting Securities of the Company, and the Selling Stockholders sell such shares pursuant to Section 2.11 or 7.4 of the Amended and Restated Stockholders' Agreement in a registered offering pursuant to which the Selling Stockholders have exercised a demand registration request right, such registration shall not count toward the maximum number of registrations provided in this clause (ii) to the proviso to Section 1.1(a), (iii) the Company shall not be obligated to cause any ------- special audit to be undertaken with any such registration, and (iv) the Company shall not be required to effect any registration requested by holders of Eligible Securities pursuant to this Section 1.1 unless either (A) the aggregate market value of all Eligible Securities so requested to be registered exceeds $200 million on the date of delivery of the request for registration based on the average closing price per share on the preceding ten Business Days of the Eligible Securities to be registered (the "Relevant Average Closing Price"), or (B) the registration relates to the sale of Post-Restructuring Series 3 PCS Shares and both (i) the aggregate market value of the Post-Restructuring Series 3 PCS Shares so requested to be registered exceeds $100 million on the date of delivery of the request for registration based on the Relevant Average Closing Price with respect to the Series 1 if such PCS Stock, and (ii) the registration involves at least the lesser of (x) Post-Restructuring Series 3 PCS Shares with an aggregate market value of at least $200 million on the date of delivery of the request is withdrawn for registration based on the Relevant Average Closing Price with respect to the Series 1 PCS Stock, and (y) all of the Post-Restructuring Series 3 PCS Shares owned by the Requisite Class A Holders.

Request. Except as otherwise provided in this Section 1, at At any time and or from time to time after the first anniversary 90th day ------- following the issuance of the date hereofPreferred Stock pursuant to the Stock Purchase Agreement, upon the written request of one or more Initiating Holders Holders, requesting that the Company effect a the registration under the Securities Act of all or any part of such Initiating Holders' Registrable Securities, Securities and specifying the intended method or methods of disposition thereof, the Company will promptly, but in any event within ten (10) days after receipt of such written request, promptly give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon will the Company will, subject to the terms of this Agreement, use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holder(s), Holders for disposition in accordance with the intended method or methods of disposition stated in such request, and; (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by of which shall have made a written request delivered to the Company for registration thereof within thirty (30) 15 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereofof such Registrable Securities); and (iii) all shares of Common Stock which the Company or other holders of the Company's Common Stock having registration rights may elect to register in connection with the offering of Registrable Securities pursuant to this section 2.1, all to the extent necessary requisite to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities and the additional shares of Common Stock, if any so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided furtherprovided, that -------- the Company shall not be required to pay Registration Expenses in connection with effect any registration pursuant to this section 2.1 (x) on more than three separate occasions and (y) unless the Holders have requested to sell at least 2 million shares of Registrable Securities or shares of Registrable Securities to be sold have a registration fair market value (based upon the closing price of such Registrable Securities quoted on the securities exchange or over-the-counter quotation system on which such Registrable Securities are listed or quoted, as the case may be, on the trading day immediately preceding any request pursuant to this section 2.1) of at least $50 million; provided, however, the Company shall be required, if so requested, to -------- effect one additional registration pursuant to this Section 1 if such request is withdrawn 2.1 subsequent to the third anniversary of the issuance of the Preferred Stock to the Holders by the Requisite HoldersCompany which request may be made by Apollo or its Affiliates, whether or not an Initiating Holder, and will not be subject to the volume or fair market value limitations set forth in clause (y) above.

Request. Except as otherwise provided in this Section 1, at At any time and from time to time after the first anniversary of the date hereof, upon the Stockholder may make a written request of one or more Initiating Holders requesting that to the Company effect a for the registration with the Commission under the Securities Act of all or any part of such Initiating Holders' the Stockholder’s Registrable Securities, Common Stock which request shall specify the number of shares of Registrable Common Stock to be disposed of by the Stockholder and specifying the intended method or methods proposed plan of disposition thereofdistribution therefor. Upon the receipt of any request for registration made in accordance with the terms of this paragraph, the Company will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will use its reasonable best efforts to effect, as reasonably expeditiously as practicableat the earliest practicable date, the such registration under the Securities Act, including by means Act of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities Common Stock which the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such request, and (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof), all to the extent necessary Stockholder so as to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities Common Stock so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten that: (10i) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with effect more than a total of one demand registration request pursuant to this Section 1 2.1(a); (ii) if the intended method of distribution is an underwritten Public Offering, the Company shall not be required to effect such registration pursuant to this Section 2.1(a) unless such underwriting shall be conducted on a “firm commitment” basis; (iii) if the Company has previously effected a registration pursuant to this Section 2.1(a) or Section 2.1(g) hereof or has previously effected a registration of which notice has been given to the Stockholder pursuant to Section 2.2 hereof, the Company shall not be required to effect any registration pursuant to this Section 2.1(a) until a period of 180 days shall have elapsed from the date on which the previous such registration ceased to be effective; (iv) the Stockholder, by written notice to the Company, may withdraw such request and, on the Company’s receipt of notice of such withdrawal, the Company shall not be required to effect such registration; provided that, if the Stockholder agrees to pay the Expenses related to such registration, then the request for registration shall not be counted for purposes of determining the number of registrations to which the Stockholder is withdrawn by entitled pursuant to this Section 2.1(a); and (v) the Requisite HoldersCompany shall not be required to effect any registration to be effected pursuant to this Section 2.1(a) unless the shares of Registrable Common Stock proposed to be sold in such registration have an aggregate price (calculated based upon the Market Price of such shares of Registrable Common Stock as of the date of such request) of at least $8,000,000.

Request. Except as otherwise provided in this Section 1, at At any time and or from time to time after time, a Holder or Holders holding Registrable Securities, shall have the first anniversary of the date hereof, upon the written request of one or more Initiating Holders requesting that right to require the Company to effect a the registration under the Securities Act of all or any part of such Initiating Holders' their respective Registrable Securities, by delivering a written request (a "Holder Request") therefor to the Company specifying the number of shares of Registrable Securities and specifying the intended method of distribution. The party or methods parties delivering a Holder Request shall be referred to as the "Initiating Holder." As promptly as practicable, but no later than ten days after receipt of disposition thereofa Holder Request, the Company will promptly, shall give written notice of the Holder Request to all Holders (the "Demand Exercise Notice"). The Company shall as expeditiously as possible (but in any event within ten (10) 120 days after of receipt of such written request, give written notice of such requested registration to all holders of Registrable Securities, and thereupon will a Holder Request) use its best efforts to effect, as reasonably expeditiously as practicable, effect the registration under the Securities Act, including by means Act of a shelf registration pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use Form S-2 or S-3 (or any successor forms) for such a shelf registration), of: (i) the Registrable Securities which the Company has been so requested to register by the Initiating Holder and any other Holders which have made a written request to the Company for inclusion in such registration (which request shall specify the maximum number of Registrable Securities intended to be disposed of by such Holder) within 30 days after the receipt of the Demand Exercise Notice (or, 15 days if, at the request of the Initiating Holder(sHolder participating in such registration, the Company states in such written notice or gives telephonic notice to all Holders, with written confirmation to follow promptly thereafter, that such registration will be on a Form S-3 under the Securities Act), . The Company shall (i) use its best efforts to effect the registration of Registrable Securities for disposition distribution in accordance with the intended method or methods of disposition stated distribution set forth in such requesta written request delivered by the Majority Participating Holders, and and (ii) all other Registrable Securities which the Company has been if requested to register by the holders thereof by written request delivered to the Company within thirty (30) days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)Majority Participating Holders, all to the extent necessary to permit the disposition (in accordance with the intended methods thereof as aforesaid) obtain acceleration of the Registrable Securities so effective date of the registration statement relating to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.

Request. Except as otherwise provided in this Subject to Section 12.1(f), at any time and from time to time after the first anniversary of the date hereoffollowing December 12, upon the written request of 2001, one or more Initiating Holders requesting holders (the "INITIATING HOLDERS") of 25% or more of the total number of shares of Class A Common Stock issued or issuable upon conversion or issued upon exchange of the Preferred Stock that has been issued pursuant to the Stock Purchase Agreement, may, upon written request (if such request involves an underwritten offering, each such request shall specify the number of shares to be included in such registration and the acceptable price range for the shares to be included in such registration), require the Company to effect a the registration under the Securities Act of all or any part of Registrable Securities held by such Initiating Holders' . Should the Initiating Holders request registration of the Preferred Stock that constitute Registrable Securities, any legal expenses arising as a result of conforming the Preferred Stock for public trading shall be divided equally between and specifying the intended method or methods of disposition thereof, paid by the Company and the Initiating Holders. The Company promptly will promptly, but in any event within ten (10) days after receipt of such written request, give written notice of such requested registration to all other holders of Registrable SecuritiesSecurities who are entitled to join in such registration. After December 12, and thereupon 2001, the Company will use its reasonable best efforts to effect, as reasonably expeditiously as practicablenot later than 90 days after the end of the period in which each request for registration is received (or, if the 90th day is not a business day, the first business day thereafter), the registration under the Securities Act, including including, by means of a shelf registration on Form S-3 (or any successor form) pursuant to Rule 415 under the Securities Act if so requested in such request (but in the case of a shelf registration only if the Company is then eligible to use such a shelf registration and if Form S-2 or S-3 (or any such successor formsform) for such a shelf registrationis then available to the Company), of: (i) the Registrable Securities which that the Company has been so requested to register by such Initiating Holder(s), for disposition in accordance with the intended method or methods of disposition stated in such requestHolders, and (ii) all other Registrable Securities which that the Company has been requested to register by the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "SELLING HOLDERS") by written request delivered given to the Company within thirty (30) 30 days after the giving of such written notice by the Company (which request shall specify the intended method or methods of disposition thereof)such registration, all to the extent necessary required to permit the disposition (in accordance with the intended methods thereof as aforesaid) of the Registrable Securities so to be registered; provided that the reasonably anticipated aggregate price to the public of such offering would be at least $5,000,000; and provided further that any holder of Registrable Securities to be included in any such registration, by written notice to the Company within ten (10) days after its receipt of a copy of a notice from the managing underwriter delivered pursuant to Section 4(a) may withdraw such request and, upon receipt of such notice of the withdrawal of such request from holders comprising the Requisite Holders, the Company may elect not to effect such registration; and provided further, that the Company shall not be required to pay Registration Expenses in connection with a registration request pursuant to this Section 1 if such request is withdrawn by the Requisite Holders.