Common use of Authority for Agreement Clause in Contracts

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the First Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the First Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the CompanyCompany Special Committee), and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of share capital of the Company, are necessary to authorize this Agreement or to consummate the First Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the Mergerconsummation of the First Merger and the approval of this Agreement, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Mergers and the filing and recordation of appropriate merger documents as required by other transactions contemplated hereby, the LBCLCompany Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub I and BuyerMerger Sub II, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of , except as enforcement thereof may be limited against the Company Shareholders necessary by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to approve this Agreementor affecting creditors’ rights generally, the Merger general equitable principles (whether considered in a proceeding in equity or at law) and the other transactions contemplated by this Agreement. any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) At a meeting duly called and held on July 10, 2005, the Board exercise by courts of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as equity powers. As of the date of this Agreement, thatthe Company Special Committee has (i) determined that it is in the best interests of the Company, as and declared it advisable, to enter into this Agreement, (ii) approved the execution, delivery and performance of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received this Agreement by the Company Shareholders in the Offer and the Merger consummation of the transactions contemplated hereby, including the Mergers and (iii) resolved to recommend the approval of this Agreement, the Mergers and the other transactions contemplated hereby by the Company Shareholders. The only vote of the shareholders of the Company required to approve this Agreement, the Mergers and the other transactions contemplated hereby is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentthe Company Required Vote.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the CompanyDirectors), and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the Merger, consummation of the approval Merger and the adoption of this Agreement by Agreement, the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLRequired Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by CF Corp, Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. The affirmative vote of holders of a majority As of the outstanding shares date of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the Company Board of Directors of the Company unanimously has (i) determined that approved, and declared advisable, the execution, delivery and performance of this Agreement and the other consummation of the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share terms of Company Common Stock this Agreement are fair to, and in the Offer and the Merger is fair to best interests of, the Company Shareholdersand its stockholders, (iii) approved, authorized directed that this Agreement be submitted to the Company Stockholders for adoption and adopted (iv) recommended that the Company Stockholders adopt this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iv) resolved including the Merger, at the Company Stockholders Meeting, if required to recommend approval be held pursuant to the terms of this Agreement. The only vote of the stockholders of the Company required to adopt this Agreement and approve the Merger by transactions contemplated hereby is the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the OfferRequired Vote. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement herein (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Required Vote and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Parent and Buyerthe Merger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of , except as enforcement thereof may be limited against the Company Shareholders necessary by (i) bankruptcy, insolvency, reorganization, moratorium and similar laws, both state and federal, affecting the enforcement of creditors' rights or remedies in general as from time to approve this Agreement, time in effect or (ii) the Merger and the other transactions contemplated exercise by this Agreementcourts of equity powers. (b) At a meeting duly called and held on July 10February 5, 20052001, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated herebyherein, including the Offer and the Merger, are advisable, fair to and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated herebyherein, (iviii) resolved to recommend recommended approval and adoption of this Agreement and the Merger by the Company Shareholders Stockholders and (viv) resolved to recommend that established a record date and meeting date and time for the Company Shareholders accept the Offer and tender their shares pursuant to the OfferStockholders' Meeting. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Per Share Merger Consideration is fair, from a financial point of view, to such holdersthe Company Stockholders. A copy of such opinion has been provided to the Parent. The Board of Directors of the Company has received as of the date hereof from the Independent Advisor consent to the inclusion of its name in any documents to be delivered to Parentthe Company Stockholders in connection with the transactions contemplated by this Agreement.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approvalthe Company Stockholder Approval (as defined below) in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including on the unanimous approval part of the Board of Directors of the Company), Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to than obtaining the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Stockholder Approval and the filing and recordation of appropriate merger documents as required by the LBCLDGCL and the DLLC Act). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its termsterms subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights and remedies of creditors generally and to the effect of general principles of equity. The affirmative vote of holders of a majority in voting power of the outstanding shares of the Company Common Stock entitled to vote in accordance with the DGCL, the Company Certificate of Incorporation and the Company Bylaws (the “Company Stockholder Approval”), acting at a duly called meeting of the stockholders of the Company or by written consent in lieu of such meeting, is the only vote of the holders of capital stock of the Company Shareholders necessary to approve and adopt this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005the date hereof, the Board of Directors of the Company unanimously acting subsequent to the unanimous recommendation of the Special Committee (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the Company and the Company Shareholders, Company’s stockholders and (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, including the Merger (ivsuch approval included the approval of each disinterested director of the Company for purposes of Section 144(a) resolved of the DGCL) which, in each case, has not been subsequently rescinded, modified or withdrawn prior to recommend approval the execution and delivery of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) Company. The Independent Advisor has delivered to actions taken by the Board of Directors of the Company constitute approval of the Merger, this Agreement and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that the restrictions on “business combinations” (as defined in Section 203 of the DGCL) set forth in Section 203 of the DGCL do not apply to this Agreement, or the transactions contemplated hereby. Other than Section 203 of the DGCL, no state anti-takeover or similar statute is applicable to the Merger, this Agreement or any of the transactions contemplated by this Agreement. (c) Deutsche Bank Securities, Inc. (the “Company Independent Advisor”) has delivered to the Special Committee its written opinionopinion to the effect that, dated as of the date of this Agreement, that, as of such date opinion and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Merger Exchange Ratio is fair, from a financial point of view, to such holdersthe holders of Company Common Stock (other than Parent and its affiliates). A The Company has made available to Parent a correct and complete copy of the form of each such opinion has been delivered prior to Parentthe execution of this Agreement.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then issued and outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents the Certificate of Merger as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Stock is the only vote of the Company Shareholders Company’s equity holders necessary to adopt this Agreement and approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10October 18, 20052009, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are are, on the terms and subject to the conditions contained herein, fair to and in the best interests of of, the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted declared advisable this Agreement, Agreement and approved and authorized the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders hereby and (viii) resolved to recommend that the Company Shareholders Stockholders accept the Offer and Offer, tender their shares of Company Common Stock pursuant to the Offer. (c) The Independent Advisor Offer and, to the extent applicable, adopt this Agreement. UBS has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and that based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration Offer Price to be received by the holders of Company Shareholders Common Stock in the Offer and is, as of the Merger is date of such opinion, fair, from a financial point of view, to such holders. A copy Xxxxxx Xxxxxxx has delivered to the Board of Directors of the Company its opinion, dated as of the date of this Agreement, that based on the assumptions, qualifications and limitations contained therein, the consideration to be received by the Company’s stockholders for their shares of Company Common Stock pursuant to this Agreement is, as of the date of such opinion has opinion, fair, from a financial point of view, to those stockholders. Correct and complete copies of the UBS and Xxxxxx Xxxxxxx fairness opinions have been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Initial Offer, the Subsequent Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Initial Offer, the Subsequent Offer, the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Initial Offer, the Subsequent Offer, the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company Shareholders Company's Stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10December 16, 20051999, the Board of Directors of the Company unanimously (i) determined that this Agreement and the Tender Agreements and the Indemnification Agreements and the other transactions contemplated herebyhereby and thereby, including the Initial Offer, the Subsequent Offer and the Merger, are fair to and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Initial Offer, the Subsequent Offer, the Merger and the other transactions contemplated hereby, and (iviii) resolved to recommend acceptance of the Initial Offer, the Subsequent Offer, and, if applicable, approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that Stockholders. The actions taken by the Board of Directors of the Company Shareholders accept constitute approval of the Offer Initial Offer, the Subsequent Offer, the Merger, this Agreement and tender their shares pursuant the Tender Agreements and the Indemnification Agreements and the other transactions contemplated hereby and thereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement, the Tender Agreements, the Indemnification Agreements or the transactions contemplated hereby or thereby. Other than Section 203 of the DGCL, no state antitakeover or similar statute is applicable to Parent or Buyer in connection with the Merger, the Initial Offer, the Subsequent Offer, this Agreement, the Tender Agreements or the Indemnification Agreements or any of the transactions contemplated hereby or thereby. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders Stockholders in the Initial Offer, the Subsequent Offer and the Merger is fair, fair to such holders from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentis included in the Company Disclosure Letter.

Authority for Agreement. (a) The Company has all necessary corporate power full power, authority and authority legal right to execute enter into and, upon receipt of the Requisite Vote, perform its obligations under this Agreement and deliver the other documents contemplated hereby to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. As of the date of this Agreement, to perform its obligations hereunder andthe board of directors of the Company has (i) unanimously approved the Merger, subject to obtaining necessary shareholder approval, to consummate the Merger this Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement. The hereby and thereby and authorized the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval and adoption by the Company Stockholders of the Merger Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action hereby and thereby and (including the unanimous iii) not withdrawn or modified such approval or resolution to recommend. Upon receipt of the Board of Directors of the Company)Requisite Vote, and no other corporate proceedings on the part of the Company are or, immediately following the execution and delivery of this Agreement, any Stockholder are, or will be, necessary to approve and authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by and the affirmative vote of a majority other documents contemplated hereby and the consummation of the voting power of the then outstanding shares of Company Common Stock transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the LBCL)thereby. This Agreement has and the other documents contemplated hereby have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a are legal, valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock Requisite Vote is the only vote of the Company Shareholders Stockholders necessary to approve and authorize the Merger, this Agreement, Agreement and the Merger other documents contemplated hereby and the other transactions contemplated by this Agreementhereby and thereby. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has Seller and each of its Affiliates that is a party to any Ancillary Agreement have all necessary corporate power and authority to execute enter into this Agreement and deliver this Agreementsuch Ancillary Agreements and to carry out the transactions contemplated hereby and thereby, to perform its and their obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger and the other transactions contemplated by this Agreementthereunder. The execution, execution and delivery and performance by the Company of this Agreement by Seller and the execution and delivery of any Ancillary Agreement by Seller and its Affiliates that are a party thereto, the performance of Seller and its Affiliates of their obligations hereunder and thereunder, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action (including the unanimous approval action, and do not and will not directly or indirectly contravene or conflict with any provisions of the Board charter, bylaws or similar organizational documents of Directors of the Company)Seller and its Affiliates that are a party to such agreements, and no other corporate proceedings as applicable. No further action on the part of the Company are Seller or any of its Affiliates is necessary to authorize this Agreement or any Ancillary Agreement and the transactions contemplated hereby or thereby. The officer executing this Agreement or any Ancillary Agreement on behalf of Seller or any of its Affiliates has been duly authorized by all required corporate or other action to execute this Agreement or such Ancillary Agreement and to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval hereby and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)thereby. This Agreement has been duly and validly executed and delivered by the Company and, Seller and Parent and (assuming the due valid authorization, execution execution, and delivery of this Agreement by Parent and Buyer, constitutes ) is a legal, valid and binding obligation of the Company Seller and Parent, enforceable against the Company it in accordance with its terms. The affirmative vote , except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally affecting the enforcement of holders of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreementcreditors’ rights. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has Buyer and each of its Affiliates that is a party to any Ancillary Agreement have all necessary corporate limited liability company or corporate, as applicable, power and authority to execute enter into this Agreement and deliver this Agreementsuch Ancillary Agreements and to carry out the transactions contemplated hereby and thereby, to perform and its obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger and the other transactions contemplated by this Agreementthereunder. The execution, execution and delivery and performance by the Company of this Agreement by Buyer and the execution and delivery of any Ancillary Agreement by Buyer and its Affiliates a party thereto, the performance of Buyer and its Affiliates of their obligations hereunder and thereunder, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary limited liability company or corporate action (including the unanimous approval action, and do not and will not directly or indirectly contravene or conflict with any provisions of the Board organizational documents of Directors Buyer, or any organizational documents of the Company), and no other corporate proceedings any of Buyer’s Affiliates. No further action on the part of the Company are Buyer or any of its Affiliates is necessary to authorize this Agreement or any Ancillary Agreement and the transactions contemplated hereby or thereby. The officer executing this Agreement and each Ancillary Agreement on behalf of Buyer or any of its Affiliates has been duly authorized by the board of directors (or similar governing body) of Buyer or such Affiliate to execute this Agreement and each Ancillary Agreement and to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval hereby and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)thereby. This Agreement has been duly and validly executed and delivered by the Company and, Buyer and Equifax and (assuming the due valid authorization, execution and delivery of this Agreement by Parent Seller and Buyer, constitutes Parent) is a legal, valid and binding obligation of the Company each of Buyer and Equifax, enforceable against the Company it in accordance with its terms. The affirmative vote , except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Legal Requirements generally affecting the enforcement of holders of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreementcreditors’ rights. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining any necessary shareholder stockholder approval, to consummate the Initial Offer, the Subsequent Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the approval by the Company of the Initial Offer and the Subsequent Offer, and the approval and consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Initial Offer, the Subsequent Offer, the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLOBCA). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerSub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote is the only vote of the Company Shareholders Company's Stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 1014, 20052000, the Board of Directors of the Company unanimously (i) determined that this Agreement and the Stockholder's Agreements and the other transactions contemplated herebyhereby and thereby, including the Initial Offer, the Subsequent Offer and the Merger, are fair to and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Initial Offer, the Subsequent Offer, the Merger and the other transactions contemplated hereby, and (iviii) resolved to recommend approval and adoption of this Agreement Agreement, the Initial Offer, the Subsequent Offer and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) Stockholders. The Independent Advisor has delivered to actions taken by the Board of Directors of the Company its written opinion, dated as constitute approval of the date Initial Offer, the Subsequent Offer, the Merger, this Agreement and the Stockholder's Agreements and the other transactions contemplated hereby and thereby by the Board of Directors of the Company under the provisions of Sections 60.825 et seq. and 60.801 et seq. of the OBCA and Article VI of the Company Articles of Incorporation such that neither Sections 60.825 et seq. nor 60.801 et seq. of the OBCA nor Article VI of the Company Articles of Incorporation apply to this Agreement, thatthe Stockholder's Agreements or the transactions contemplated hereby or thereby. Other than Sections 60.825 et seq. and Articles VI of the Company Articles of Incorporation, as of such date and based on no state antitakeover or similar statute or other provision in the assumptions, qualifications and limitations contained Company's or its Subsidiaries' governing documents is applicable to Parent or Sub in such opinionconnection with the Initial Offer, the consideration to be received by Subsequent Offer, the Company Shareholders in Merger, this Agreement or the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.Stockholder's Agreements or any

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the Company), Directors) and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the Mergerconsummation of the Merger and the adoption of the "agreement of merger" (as such term is used in Section 251 of the DGCL) contained in this Agreement, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLRequired Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of , except as enforcement thereof may be limited against the Company Shareholders necessary by (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors' rights or remedies in general as from time to approve this Agreement, time in effect or (ii) the Merger and the other transactions contemplated exercise by this Agreementcourts of equity powers. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as As of the date of this Agreement, that, as each of such date the Company and based on the assumptions, qualifications and limitations contained in such opinion, the consideration Company Board of Directors has taken all action required to be received taken by the Company Shareholders in the Offer it to exempt this Agreement and the Merger is fairother Transaction Documents and the transactions contemplated hereby and thereby from, and this Agreement and the other Transaction Documents, and the transactions contemplated hereby and thereby are exempt from a financial point of viewthe requirements of, to such holders. A copy of such opinion has been delivered to Parentany and all Antitakeover Laws.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and Convertible Preferred Stock voting as a single class and the approval by two-thirds of the holders of the outstanding shares of Convertible Preferred Stock voting as a separate class and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of the outstanding shares of Company Stock and Convertible Preferred Stock voting as a majority single class entitled to vote at a duly called and held meeting of stockholders and the affirmative vote of two-thirds of the holders of the outstanding shares of Company Common the Convertible Preferred Stock is are the only vote votes of the Company Shareholders Stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10April 11, 20051999, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the holders of the Company ShareholdersCommon Stock, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iviii) resolved to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that holders of the Company Shareholders accept the Offer and tender their shares pursuant to the OfferCommon Stock. (c) The Independent Advisor has Advisors have delivered to the Board of Directors of the Company its their written opinionopinions, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the holders of Company Shareholders Common Stock in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy Copies of such opinion has been delivered to Parentopinions are included in the Company Disclosure Letter.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents and any other agreements, certificates or documents contemplated hereby or thereby to which it is a party, to perform its obligations hereunder and thereunder and, subject to obtaining necessary shareholder approvalthe Company Required Vote, to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the Company), Directors) and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or any other Transaction Document to which the Company is a party or to consummate the Merger or the other transactions contemplated by this Agreement hereby or thereby, (other than, with respect to the Mergerconsummation of the Merger and the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLRequired Vote). This Agreement has been been, and each of the other Transaction Documents to which the Company is a party will be at the Closing, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent the other parties hereto and Buyerthereto (other than the Company), constitutes this Agreement constitutes, and in the case of each of the other Transaction Documents to which the Company is a party will constitute at Closing, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of , except as enforcement thereof may be limited against the Company Shareholders necessary by (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights or remedies in general as from time to approve this Agreement, time in effect or (ii) the Merger and the other transactions contemplated exercise by this Agreementcourts of equity powers. (b) At The Company Board of Directors, by resolutions duly adopted by unanimous vote at a meeting of all directors of the Company duly called and held on July 10and, 2005, the Board of Directors as of the Company unanimously date hereof, not subsequently rescinded or modified in any way, has, as of the date hereof (i) determined that this Agreement and the other Transaction Documents and the transactions contemplated herebyhereby and thereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the Company and the Company ShareholdersStockholders, (ii) determined that approved and declared advisable the consideration to be paid for each share “agreement of Company Common Stock merger” (as such term is used in Section 251 of the Offer DGCL) contained in this Agreement and the Merger is fair to transactions contemplated by this Agreement and the Company Shareholdersother Transaction Documents, including the Merger, in accordance with the DGCL, (iii) approveddirected that the “agreement of merger” contained in this Agreement be submitted to the Company Stockholders for adoption, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept Stockholders adopt the Offer “agreement of merger” set forth in this Agreement and tender their shares pursuant directed that such matter be submitted for consideration to Company Stockholders at the OfferCompany Stockholders Meeting. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as As of the date of this Agreement, that, as each of such date the Company and based on the assumptions, qualifications and limitations contained in such opinion, the consideration Company Board of Directors has taken all action required to be received taken by the Company Shareholders in the Offer it to exempt this Agreement and the Merger is fairother Transaction Documents and the transactions contemplated hereby and thereby from, and this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby are exempt from a financial point of viewthe requirements of, to such holders. A copy of such opinion has been delivered to Parentany and all Antitakeover Laws.

Authority for Agreement. (a) The Subject to obtaining the requisite shareholder approval of this Agreement and the principal terms of the Merger by the Requisite Vote, the Company and has all necessary the requisite corporate power power, authority and authority legal right to execute enter into and deliver this Agreement, to perform its obligations hereunder and, subject under this Agreement and the Transaction Agreements to obtaining necessary shareholder approval, which the Company is or will be a party (the “Company Transaction Agreements”) and to consummate the Merger transactions contemplated hereby and thereby. The board of directors of the Company has (i) unanimously approved the Merger, this Agreement and the other Company Transaction Agreements and the transactions contemplated by this Agreement. The hereby and thereby and authorized the execution, delivery and performance by the Company of this Agreement and the Company Transaction Agreements and the consummation by the Company of the transactions contemplated hereby and thereby, (ii) resolved to recommend approval by the Shareholders of this Agreement and the principal terms of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous iii) not withdrawn or modified such approval of the Board of Directors of the Company), and no or resolution to recommend. No other corporate proceedings on the part of the Company are or any of its Subsidiaries or, immediately following the execution and delivery of this Agreement, any Shareholder of the Company are, or will be, necessary to approve and authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement and the other documents contemplated hereby and the consummation by the affirmative vote of a majority Company of the voting power of the then outstanding shares of Company Common Stock transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the LBCL)thereby. This Agreement has and the Company Transaction Agreements have been or will be duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a are or will be legal, valid and binding obligation obligations of the Company, enforceable against it in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The Requisite Votes are the only votes of Shareholders of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and principal terms of the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. The Company has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has (a) The Company has all necessary corporate power and authority to execute and deliver unanimously approved the Merger, this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement. The hereby and thereby and authorized the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (b) resolved to recommend approval and adoption by the Company stockholders of the Merger Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action hereby and thereby and (including the unanimous c) not withdrawn or modified such approval of the Board of Directors of the Company), and no or resolution to recommend. No other corporate proceedings on the part of the Company are or, immediately following the execution and delivery of this Agreement, any stockholder of the Company are, or will be, necessary to approve and authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by and the affirmative vote of a majority other documents contemplated hereby and the consummation of the voting power of the then outstanding shares of Company Common Stock transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the LBCL)thereby. This Agreement has and the other documents contemplated hereby have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a are legal, valid and binding obligation obligations of the Company Company, enforceable against the Company it in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The affirmative vote of holders of (A) a majority of the all issued and outstanding shares of Company Class A Common Stock, Company Series C Preferred Stock and Company Series D-1 Preferred Stock, voting together as a single class; (B) at least 66 2/3 % of all issued and outstanding shares of Company Series A Preferred Stock; and (C) a majority of all issued and outstanding shares of Company Series C Preferred Stock, voting as a single class, is the only vote of stockholders of the Company Shareholders Company, including the holders of any class or series of capital stock of the Company, necessary to approve and authorize the Merger, this Agreement, Agreement and the Merger other documents and the other transactions contemplated by this Agreement. hereby and thereby (b) At a meeting duly called and held the “Required Vote”). Except as set forth on July 10Schedule 3.2, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date hereof, the holders of this Agreement, that, as of such date and based the Company Stock that are listed on the assumptionssignature pages to this Agreement own (beneficially and of record) and have the right to vote, qualifications in the aggregate, all of the total issued and limitations contained in such opinionoutstanding Company Class A Company Stock, the consideration to be received by all of the Company Shareholders in Class B Common Stock and all of the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to ParentCompany Preferred Stock.

Authority for Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and Transaction Documents required hereby to be executed and delivered by it and to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and thereunder and to consummate the Merger transactions hereby and the other transactions contemplated by this Agreementthereby. The execution, delivery and performance by the Company of this Agreement and each Transaction Document to which it is a party and the consummation by the Company of the Merger and the other transactions contemplated to be performed by this Agreement it hereby and thereby have been duly authorized by all necessary and proper corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary Company, subject to authorize this Agreement or to consummate obtaining the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)Requisite Shareholder Approval. This Agreement has been been, and each Transaction Document required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Buyerthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms. The affirmative vote , subject to bankruptcy, insolvency, reorganization or similar laws of holders general application affecting the rights and remedies of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary creditors, and to approve this Agreement, the Merger and the other transactions contemplated by this Agreementgeneral equity principles. (b) At a meeting duly called and held on July 10, 2005Assuming the Requisite Shareholder Approval is obtained, the Board execution and delivery of Directors this Agreement by the Company and each instrument required hereby to be executed and delivered by the Company at the Closing, the compliance by the Company with the provisions of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation of the Company unanimously transactions contemplated hereby or thereby, will not (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of conflict with or violate the Company and the Company ShareholdersOrganizational Documents, each as currently in effect in any material respect, (ii) determined that the consideration to be paid for each share conflict with, result in a material breach of, constitute (with or without due notice or lapse of Company Common Stock time or both) a material default under, result in the Offer and acceleration of, create in any party the Merger is fair right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contract, Permit, Security Interest or other interest to which the Company Shareholdersis a party or by which the Company is bound or to which its assets are subject, (iii) approvedresult in the creation or imposition of any Security Interest upon any assets of the Company or any shares of Company Stock, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, or (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date violate in any material respect any Applicable Law. For purposes of this Agreement, that“Security Interest” means any mortgage, as of such date and based security interest, pledge, encumbrance, charge, restriction on the assumptionsright to sell or dispose, qualifications lien or other adverse claim of any kind (whether arising by contract or by operation of law and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentwhether voluntary or involuntary).

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Offer, the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then outstanding shares of Company Voting Common Stock and the filing and recordation of appropriate merger documents as may be required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by binding obligation of Parent and BuyerPurchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. The affirmative vote of the holders of a majority of the outstanding shares of Company the Company's Voting Common Stock is the only vote of the Company Shareholders holders of any class or series of the Company's capital stock that may be necessary to approve this Agreement, the Merger Offer and the other transactions contemplated by this AgreementMerger. (b) At a meeting duly called The Company Board has approved and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that adopted resolutions approving this Agreement and the other transactions contemplated herebyherein, including the Offer and the Merger, determining that the Offer and the Merger are fair to to, and in the best interests of, the Company's stockholders and recommending that the Company's stockholders tender their Shares pursuant to the Offer and vote for the approval and adoption of this Agreement and the Merger to the extent required by the DGCL. (c) The Company Board has received the written opinion of the Company and the Company Shareholders, (ii) determined Independent Advisor that the consideration to be paid for each share of Company Common Stock in received by the Company's unaffiliated stockholders pursuant to the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, stockholders from a financial point of view, to such holders. A and a complete and correct signed copy of such opinion has been been, or promptly upon receipt thereof will be, delivered to Parent. The Company has been authorized by the Independent Advisor to permit the inclusion of such opinion in its entirety in the Offer Documents, the Schedule 14D-9, and the Proxy Statement, so long as such inclusion is in form and substance reasonably satisfactory to the Independent Advisor and its counsel.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approvalapproval in connection with the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), Company Board) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLMBCA). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of , subject to the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger Bankruptcy and the other transactions contemplated by this AgreementEquity Exception. (b) At a meeting duly called and held on July 10August 6, 20052004, the Company Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the Company Shareholdersshareholders of the Company, (ii) determined that unanimously approved this Agreement and the consideration transactions contemplated hereby, including the Merger, and (iii) resolved to be paid for each share recommend the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the Company’s shareholders. (c) Banc of America Securities LLC (the “Company Independent Advisor”) has delivered to the Company Board on August 6, 2004 its oral opinion, and delivered its written opinion dated as of August 6, 2004, that, as of such dates and based on the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair to the Company’s shareholders from a financial point of view, and such opinion has not been withdrawn or adversely modified. True and complete copies of all agreements and understandings between the Company and the Company Independent Advisor relating to the Merger and the other transactions contemplated by this Agreement have been made available to the Parent. (d) The vote of a majority of the voting power of the then outstanding shares of Company Common Stock in is the Offer and only vote of the Merger is fair holders of any class or series of the Company’s capital stock necessary to the Company Shareholders, (iii) approved, authorized and adopted approve this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have Agreement, has been duly authorized by all necessary corporate action (including without limitation the unanimous approval of the Board of Directors of the Company), Independent Directors) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power then outstanding Shares and the holders of a majority of the then outstanding shares Shares that are not beneficially owned by the Affiliated Stockholders or by persons that are Affiliates or Associates (as such terms are defined herein) of Company Common Stock the Affiliated Stockholders, and the filing and recordation of appropriate merger documents as required by the LBCLDelaware Law). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares Shares entitled to vote at a duly called and held meeting of Company Common Stock is stockholders and the only affirmative vote of the Company Shareholders holders of a majority of the outstanding Shares that are not beneficially owned by the Affiliated Stockholders or by persons that are Affiliates or Associates of the Affiliated Stockholders, are the only votes of the Company's stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approvalstockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including on the unanimous approval of the Board of Directors part of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the affirmative vote votes of the holders of a majority of the voting power of the then outstanding shares of Company Common Stock, voting as a single class, and the holders of two-thirds of the outstanding Company Class B-1 Common Stock and Company Class B-2 Common Stock, voting as a single class, and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote votes of the holders of a majority of the outstanding shares of Company Common Stock, voting as a single class, and the holders of two-thirds of the outstanding Company Class B-1 Common Stock is and Company Class B-2 Common Stock, voting as a single class, entitled to vote at a duly called and held meeting of the Company's stockholders are the only vote votes of the holders of capital stock of the Company Shareholders necessary to approve and adopt this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementMerger. (b) At a meeting duly called and held on July 10September 2, 20052003, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the Company and the Company ShareholdersCompany's stockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, including the Merger and (iviii) resolved to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that Company's stockholders. The actions taken by the Board of Directors of the Company Shareholders accept constitute approval of the Offer Merger, this Agreement and tender their shares pursuant the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the Offertransactions contemplated hereby. (c) The Each of Banc of America Securities LLC and Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated (the "Company Independent Advisor Advisors") has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, to the effect that, as of such date and based on and subject to the assumptions, qualifications and limitations contained in such opiniontherein, the consideration Merger Consideration to be received by the Company Shareholders Company's stockholders in the Offer and the Merger is fair, fair to such stockholders from a financial point of view, . The Company will deliver to such holders. A Parent a copy of each such opinion has been delivered to Parentsolely for informational purposes after receipt thereof by the Company.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including without limitation the unanimous approval of the Board of Directors members of the Company), Special Committee) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of the Merger and this Agreement by the affirmative vote of (i) the holders of two-thirds of the outstanding Common Shares voting as a single class, (ii) the holders of two-thirds of the outstanding Class A Shares voting as a single class and (iii) the holders of a majority of the outstanding Shares that are not beneficially owned by Parent or its Affiliates voting power together as a single class with each such Share being entitled to one vote for purposes of the then outstanding shares of approval set forth in this clause (iii) (the approvals referred to in clauses (i), (ii) and (iii) are sometimes referred to herein as the "Company Common Stock Shareholder Approvals"), and the filing and recordation of appropriate merger documents as required by the LBCLCBCA and the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority Company Shareholder Approvals are the only votes of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders Company's shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. The Company has full power, authority and legal right to enter into and perform its obligations under this Agreement and the other documents contemplated hereby to which the Company is or will be a party and to consummate the transactions contemplated hereby and thereby. For purposes of this Agreement, the Letter Agreement, attached hereto as Exhibit B (the “Letter Agreement”), shall be deemed to be a document contemplated hereby. The board of directors of the Company has (a) The Company has all necessary corporate power and authority to execute and deliver unanimously approved the Merger, this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement. The hereby and thereby and authorized the execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby, (b) resolved to recommend approval and adoption by the Company stockholders of the Merger Merger, this Agreement and the other documents contemplated hereby and the transactions contemplated by this Agreement have been duly authorized by all necessary corporate action hereby and thereby and (including the unanimous c) not withdrawn or modified such approval of the Board of Directors of the Company), and no or resolution to recommend. No other corporate proceedings on the part of the Company are or, immediately following the execution and delivery of this Agreement, any stockholder of the Company are, or will be, necessary to approve and authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other thanexecution, with respect to the Merger, the approval delivery and adoption performance of this Agreement by and the affirmative vote of a majority other documents contemplated hereby and the consummation of the voting power of the then outstanding shares of Company Common Stock transactions contemplated hereby and the filing and recordation of appropriate merger documents as required by the LBCL)thereby. This Agreement has and the other documents contemplated hereby have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a are legal, valid and binding obligation obligations of the Company Company, enforceable against the Company it in accordance with its their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights in general. The affirmative vote of holders two-thirds of a majority of the all issued and outstanding shares of Company Common Stock Stock, voting as a single class, is the only vote of stockholders of the Company Shareholders necessary to approve and authorize the Merger, this Agreement, Agreement and the Merger other documents contemplated hereby and the other transactions contemplated by this Agreement. hereby and thereby (b) At a meeting duly called and held on July 10, 2005the “Required Vote”). As of the date hereof, the Board of Directors holders of the Company unanimously (i) determined Common Stock that are parties to this Agreement own (beneficially and of record) and have the other transactions contemplated herebyright to vote, including the Offer and the Merger, are fair to and in the best interests aggregate, 100% of the Company total issued and the Company Shareholders, (ii) determined that the consideration to be paid for each share of outstanding Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the OfferStock. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the CompanyDirectors), and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the Merger, consummation of the approval Merger and the adoption of this Agreement by Agreement, the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Merger and the filing and recordation of appropriate merger documents as required by other transactions contemplated hereby, the LBCLCompany Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Pxxxxx and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers (the “Bankruptcy and Equity Exception”). The affirmative vote Company Board of holders of Directors, at a majority of meeting duly called and held on or prior to the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve date hereof, has (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10hereby are fair, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that approved this Agreement, the consideration to be paid for each share of Company Common Stock in the Offer Merger and the Merger is fair to the Company Shareholdersother transactions contemplated hereby, (iii) approved, authorized declared it advisable and adopted recommended that the Company Stockholders adopt this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval approved the execution, delivery and performance by the Company and the Company Stockholders of this Agreement and, subject to the Company Required Vote, the consummation of the Merger and the Merger by the Company Shareholders other transactions contemplated hereby, and (v) resolved to recommend directed that in the Company Shareholders accept event the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has Stockholder Written Consent is not delivered to Parent in accordance with Section 6.04, and Parent has not terminated this Agreement in accordance with Section 8.01(i), the Board adoption of Directors this Agreement be submitted to a vote at a meeting of the Company its written opinion, dated as Stockholders. The only vote of the date stockholders of the Company required to adopt this Agreement, that, as of such date the Merger and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by other transactions contemplated hereby is the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to ParentRequired Vote.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then issued and outstanding shares of Company Common Stock and the filing and recordation of appropriate the certificate of merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Stock is the only vote of the Company Shareholders Company’s equity holders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10April 19, 20052006, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of of, the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company ShareholdersStockholders, (iii) approved, authorized approved and adopted this Agreement and approved and authorized the Merger and the other transactions contemplated hereby and (iv) resolved to recommend approval and adoption by the Company Stockholders of this Agreement, the Merger and the other transactions contemplated herebyby this Agreement. Bear, Xxxxxxx & Co. Inc. (iv) resolved to recommend approval of this Agreement and the Merger by “Independent Advisor”), the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant independent financial advisor to the Offer. (c) The Independent Advisor Board of Directors of the Company, has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinionopinions, the consideration to be received by the Company Shareholders Stockholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered provided to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (in each case other than, with respect to the Merger, than the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLGBCC). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Holding, Parent and BuyerSub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws (as hereinafter defined) affecting or relating to the enforcement of creditors' rights generally and (ii) is subject to general principles of equity. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of shareholders is the only vote of the Company Company's Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10January 28, 20052002, the Board of Directors of the Company unanimously (i) determined that that, as of the date thereof, this Agreement and the Voting Agreement and the other transactions contemplated herebyhereby and thereby, including the Offer and the Merger, are fair to to, and in the best interests of of, the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iviii) resolved resolved, subject to Section 5.5 of this Agreement, to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders Shareholders, and (viv) resolved to recommend that amended the Company Shareholders accept Rights Plan to ensure that (x) none of Holding, Parent or Sub will become an "Acquiring Person" (as defined in the Offer Company Rights Plan) as a result of this Agreement, the Merger or the Voting Agreement, (y) no "Share Acquisition Date" or "Distribution Date" (each as defined in the Company Rights Plan) will occur as a result of this Agreement, the Merger or the Voting Agreement and tender their shares pursuant (z) all outstanding rights to purchase Series A Participating Cumulative Preferred Stock of the Company issued and outstanding under the Company Rights Plan will expire at the Closing. The actions taken by the Board of Directors of the Company constitute approval of the Merger, this Agreement and the Voting Agreement and the other transactions contemplated hereby and thereby by the Board of Directors of the Company under the provisions of Section 14-2-1132 of the GBCC such that Section 14-2-1132 of the GBCC does not apply to this Agreement, the Merger, the Voting Agreement, or the transactions contemplated hereby or thereby. Other than Section 14-2-1132 of the GBCC, no state anti-takeover or similar statute in Georgia, or to the Offerknowledge of the Company, in any other jurisdiction, is applicable to Holding, Parent or Sub in connection with the Merger, this Agreement, the Voting Agreement or any of the transactions contemplated hereby or thereby. (c) The Xxxxxxx Xxxxx Xxxxxx Inc. (the "Independent Advisor Advisor") has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, to the effect that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Per Share Merger Consideration is fair, from a financial point of view, to such holdersthe Company Shareholders. A The Company has provided a complete and accurate copy of such opinion has been delivered to ParentParent solely for informational purposes.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly and validly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the CompanyDirectors), and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the consummation of the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLRequired Vote). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by AIG, Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers. The affirmative vote of holders of a majority As of the outstanding shares date of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the Company Board of Directors of the Company unanimously has (i) determined that approved, and declared advisable, the execution, delivery and performance of this Agreement and the other consummation of the transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share terms of Company Common Stock this Agreement are fair to, and in the Offer and the Merger is fair to best interests of, the Company Shareholdersand its stockholders, (iii) approved, authorized directed that this Agreement be submitted to the Company Stockholders for adoption and adopted (iv) recommended that the Company Stockholders adopt this Agreement, the Merger Agreement and the other transactions contemplated hereby, (iv) resolved including the Merger, at the Company Stockholders Meeting, if required to recommend approval be held pursuant to the terms of this Agreement. The only vote of the stockholders of the Company required to adopt this Agreement and approve the Merger by transactions contemplated hereby is the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the OfferRequired Vote. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then issued and outstanding shares of Company Common Stock and the filing and recordation of appropriate the certificate of merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Stock is the only vote of the Company Shareholders Company's equity holders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10August 29, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of of, the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company ShareholdersStockholders, (iii) approved, authorized and adopted this Agreement and approved and authorized the Merger and the other transactions contemplated hereby and (iv) resolved to recommend approval and adoption by the Company Stockholders of this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of by this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the OfferAgreement. (c) The Independent Advisor Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "INDEPENDENT XXXXXXR"), the indepenxxxx xinaxxxxx advisor to the Board of Directors of the Company, has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders Stockholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentis included in Section 3.3(c) of the Company Disclosure Letter.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the Company), Directors) and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the Merger, consummation of the approval Merger and the adoption of this Agreement by and to the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as extent required by Applicable Law, the LBCLCompany Stockholder Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of , except as enforcement thereof may be limited against the Company Shareholders necessary by (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting the enforcement of creditors’ rights or remedies in general as from time to approve this Agreement, time in effect or (ii) the Merger and the other transactions contemplated exercise by this Agreementcourts of equity powers. (b) At a meeting duly called and held on July 10, 2005held, the Company Board of Directors of the Company unanimously has (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, taken together, are at a price and on terms that are fair to, advisable and in the best interests of the Company Stockholders, and (ivii) resolved to recommend approval adopted resolutions approving this Agreement and the transactions contemplated hereby, including the Merger, declaring its advisability and recommending the adoption by the Company Stockholders of this Agreement and the Merger by and the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offerother transactions contemplated hereby. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as As of the date of this Agreement, that, as each of such date the Company and based on the assumptions, qualifications and limitations contained in such opinion, the consideration Company Board of Directors has taken all action required to be received taken by it to exempt this Agreement and the Company Shareholders in other Transaction Documents, and the Offer and the Merger is fairother transactions contemplated hereby and thereby from, from a financial point and this Agreement and the other Transaction Documents, and the Offer and the other transactions contemplated hereby and thereby are exempt from, the requirements of viewSection 203 of the DGCL and any and all other Antitakeover Laws. (d) As of the date of this Agreement, each of the Company and the Company Board of Directors has taken all action required to such holders. A copy be taken by it to cause the provisions of such opinion has been delivered the Rights Plan not to Parentbe applicable to this Agreement or the other Transaction Documents or to the Offer or the other transactions contemplated hereby or thereby and to provide for the expiration of the Rights upon the consummation of the Merger.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject only to obtaining necessary shareholder approvalthe adoption of this Agreement by the holders of a majority in voting power of the outstanding shares of Company Common Stock (the "COMPANY STOCKHOLDER APPROVAL"), to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company or its Subsidiaries are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Stockholder Approval and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. . (b) The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of has taken all actions necessary to cause the Company Shareholders necessary Rights Agreement to approve be amended to (i) render the Company Rights Agreement inapplicable to this Agreement, the Voting Agreement, the Merger and the other transactions contemplated by this Agreement and the Voting Agreement, (ii) ensure that (y) none of Parent, Merger Sub or any other Subsidiary of Parent is an Acquiring Person (as defined in the Company Rights Agreement) pursuant to the Company Rights Agreement by virtue of the execution of this Agreement and the Voting Agreement or the consummation of the Merger or the other transactions contemplated by this Agreement and the Voting Agreement and (z) a Distribution Date or a Stock Acquisition Date (as such terms are defined in the Company Rights Agreement) does not occur by reason of the execution of this Agreement and the Voting Agreement, the consummation of the Merger or the consummation of the other transactions contemplated by this Agreement and the Voting Agreement and (iii) provide that the Expiration Date (as defined in the Company Rights Agreement) shall occur immediately prior to the Effective Time. A correct and complete copy of the Company Rights Agreement, as amended to date, has been furnished to Parent. (bc) At a meeting duly called and held on July 10Credit Suisse First Boston Corporation, 2005, advisor to the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby"COMPANY'S INDEPENDENT ADVISOR"), including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on and subject to the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Merger Exchange Ratio is fair, from a financial point of view, to the stockholders of the Company. It is agreed and understood that such holders. A opinion is for the benefit of the Company's Board of Directors and may not be relied on by Parent or Merger Sub. (d) The Company has delivered to Parent a true and complete copy of such the engagement agreement dated September 26, 2002 between the Company and the Company's Independent Advisor and the Company has delivered, or promptly after the execution of this Agreement the Company shall deliver, to Parent a copy of the written opinion of the Company's Independent Advisor. The engagement agreement remains in full force and effect as of the date hereof and has not been delivered to Parentamended or otherwise modified.

Authority for Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the Company), and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to than the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLStockholder Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of , except as enforcement thereof may be limited against the Company Shareholders necessary by (i) bankruptcy, insolvency, reorganization, moratorium and similar Laws affecting or relating to approve this Agreement, the Merger and enforcement of creditors’ rights or remedies in general as from time to time in effect or (ii) the other transactions contemplated exercise by this Agreementcourts of equity powers. (b) At a meeting duly called and held on July 10, 2005held, the Company Board of Directors of the Company has unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of the Company and the Company Stockholders, and (ivii) resolved to recommend approval adopted resolutions approving this Agreement and the transactions contemplated hereby, including the Merger, declaring its advisability and recommending the adoption by the Company Stockholders of this Agreement and the Merger by and the other transactions contemplated hereby (the “Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the OfferRecommendation”). (c) The Independent Advisor has delivered to Assuming the Board of Directors accuracy of the Company its written opinionrepresentations and warranties of Parent, dated U.S. Parent and Merger Sub in Section 4.8, as of the date of this Agreement, that, as the Company Board of such date and based on the assumptions, qualifications and limitations contained in such opinionDirectors has taken all action required to be taken by it to render inapplicable to this Agreement, the consideration to be received by the Company Shareholders in the Offer Merger and the Merger is fairother transactions contemplated hereby, from a financial point the restrictions on “business combinations” (as defined in Section 203 of view, to such holders. A copy the DGCL) as set forth in Section 203 of such opinion has been delivered to Parentthe DGCL and any and all other Anti-takeover Laws.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and thereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), action; and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any instrument required hereby to be executed and delivered by the Company at the Closing or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption . The board of this Agreement by the affirmative vote of a majority directors of the voting power of Company duly declared that the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents Merger is advisable as required by Section 251 of the LBCL)DGCL, and has unanimously approved and adopted this Agreement and the Merger. None of such actions by the board of directors of the Company has been amended, rescinded or modified. This Agreement has been been, and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Buyerthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms. The affirmative vote , subject to bankruptcy, insolvency, reorganization or similar laws of holders general application affecting the rights and remedies of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary creditors, and to approve this Agreement, the Merger and the other transactions contemplated by this Agreementgeneral equity principles. (b) At a meeting duly called and held Except as set forth on July 10, 2005Schedule 3.4(b) attached hereto, the Board execution and delivery of Directors this Agreement by the Company and each instrument required hereby to be executed and delivered by the Company at the Closing, the compliance by the Company with the provisions of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation of the Company unanimously transactions contemplated hereby or thereby, will not (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of conflict with or violate the Company and the Company ShareholdersOrganizational Documents, (ii) determined that the consideration to be paid for each share conflict with, result in a breach of, constitute (with or without due notice or lapse of Company Common Stock time or both) a default under, result in the Offer and acceleration of, create in any party the Merger is fair right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, or result in the loss of any benefit to which the Company Shareholdersis entitled under, any material Contract or Permit (as defined in Section 3.19), Security Interest (as defined below) or other interest to which the Company is a party or by which the Company is bound or to which its assets are subject, (iii) approvedresult in the creation or imposition of any Security Interest upon any assets of the Company, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, or (iv) resolved violate any Legal Requirement applicable to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board or any of Directors of the Company its written opinion, dated as of the date assets. For purposes of this Agreement, that“Security Interest” means any mortgage, as of such date and based security interest, pledge, license, interest, encumbrance, claim, charge, option, restriction on the assumptions, qualifications right to sell or dispose (and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer case of securities, vote), lien or other adverse claim of any kind (whether arising by contract or by operation of law and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentwhether voluntary or involuntary).

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the Option Agreement, to perform its obligations hereunder and thereunder and, subject to obtaining necessary shareholder approvalapproval (if required by applicable Law), to consummate the Merger and the other transactions to which the Company is a party contemplated by this Agreement and the Option Agreement. The execution, delivery and performance by the Company of this Agreement and the Option Agreement, and the consummation by the Company of the Merger and the other transactions to which the Company is a party contemplated by this Agreement and the Option Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Option Agreement or to consummate the Merger or the other transactions to which the Company is a party contemplated by this Agreement and the Option Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock (if required by applicable Law) and the filing and recordation of appropriate merger documents as required by the LBCLCGCL). This Each of this Agreement and the Option Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerSub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general application related to or affecting creditors' rights and to general equity principles. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of shareholders is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions to which the Company is a party contemplated by this Agreement. (b) At a meeting duly called and held on July 10October 29, 20052001, the Board of Directors of the Company unanimously (i) determined that that, as of the date of this Agreement, this Agreement, the Option Agreement and the other transactions contemplated herebyhereby and thereby to which the Company is a party, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Option Agreement, the Offer and the Merger and the other transactions to which the Company is a party contemplated hereby, and (iviii) resolved resolved, subject to the provisions of this Agreement, to recommend approval approval, adoption and acceptance of this Agreement Agreement, the Offer, and the Merger by the Company Shareholders and (v) resolved Shareholders. No antitakeover or similar statute in California or New York, or to recommend that the knowledge of the Company Shareholders accept and its Subsidiaries in any other jurisdiction, is applicable to Parent, Sub, the Offer and tender their shares pursuant to Company or the Surviving Corporation in connection with the Merger, the Offer, this Agreement, the Option Agreement, the Tender Agreements or any of the transactions to which the Company is a party contemplated hereby or thereby. (c) The Dresdner Kleinwort Wasserstein, Inc. (the "Independent Advisor Advisor") has delivered to the Board deliverxx xx xxx Xoard of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, fair to the Company Shareholders from a financial point of view, . The Company will provide to such holders. A Parent and Sub a copy of such the written opinion has been delivered to Parentof the Independent Advisor promptly after the date hereof.

Authority for Agreement. (a) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by it and, subject to Section 3.6, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and thereunder and to consummate the Merger transactions hereby and the other transactions contemplated by this Agreementthereby. The execution, delivery and performance by the Company of this Agreement and each instrument required hereby to which it is a party and the consummation by the Company of the Merger and the other transactions contemplated to be performed by this Agreement it hereby and thereby have been been, subject to Section 3.6, duly authorized by all necessary and proper corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)Company. This Agreement has been been, and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Buyerthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles. The affirmative vote of holders Effective upon the written consent of a majority of the outstanding holders of the Company Preferred Stock waiving the Merger as a liquidation event under the Charter, each Company Stockholder is entitled to receive in the Merger the consideration as set forth in this Agreement and no Company Stockholder shall be entitled to receive in the Merger any different or additional amount in the Merger with respect to shares of Company Common Stock is held by such Company Stockholder. At the only vote of Effective Time, the Company Shareholders will have taken all necessary to approve this Agreement, and appropriate actions so that each Option and Warrant will be treated in the Merger and in accordance with the other transactions contemplated by provisions of this Agreement. (b) At a meeting duly called and held on July 10, 2005Assuming the Requisite Stockholder Approval is obtained, the Board execution and delivery of Directors this Agreement by the Company and each instrument required hereby to be executed and delivered by the Company at the Closing, the compliance by the Company with the provisions of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation of the Company unanimously transactions contemplated hereby or thereby, will not (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of conflict with or violate the Company and the Company ShareholdersOrganizational Documents, each as currently in effect in any material respect, (ii) determined that the consideration to be paid for each share conflict with, result in a material breach of, constitute (with or without due notice or lapse of Company Common Stock time or both) a material default under, result in the Offer and acceleration of, create in any party the Merger is fair right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contract, Permit, Security Interest or other interest to which the Company Shareholdersor any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound or to which its assets are subject, (iii) approvedresult in the creation or imposition of any Security Interest upon any assets of the Company or any of its Subsidiaries or any shares of Company Stock or shares of capital stock of its Subsidiaries, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, or (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date violate in any material respect any Applicable Law. For purposes of this Agreement, that“Security Interest” means any material mortgage, as of such date and based security interest, pledge, encumbrance, charge, restriction on the assumptionsright to sell or dispose, qualifications lien or other adverse claim of any kind (whether arising by contract or by operation of law and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentwhether voluntary or involuntary).

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Company Board of Directors of the Company), Directors) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerPurchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company Shareholders Company's stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10April 26, 20051999, the Company Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the holders of shares of Company ShareholdersCommon Stock, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iviii) resolved resolved, subject to the rights of the Company Board of Directors under Section 5.6 hereof, to recommend approval that the stockholders of the Company approve and adopt this Agreement and the Merger Merger, and none of the aforesaid actions by the Company Shareholders and (v) resolved to recommend that Board of Directors has been amended, rescinded or modified. The action taken by the Company Shareholders accept Board of Directors constitutes approval of the Offer Merger and tender their shares pursuant the other transactions contemplated hereby by the Company Board of Directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the Offerother transactions contemplated hereby. (c) The Independent Advisor Lazard Freres & Co. LLC has delivered to advised the Company Board of Directors of its opinion, and has undertaken to deliver to the Company its written opinion, Board of Directors such opinion in writing dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Merger Consideration is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Company Board of Directors of the Company), Directors) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerPurchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company Shareholders Company's stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10April 26, 20051999, the Company Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the holders of shares of Company ShareholdersCommon Stock, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iviii) resolved resolved, subject to the rights of the Company Board of Directors under Section 5.6 hereof, to recommend approval that the stockholders of the Company approve and adopt this Agreement and the Merger Merger, and none of the aforesaid actions by the Company Shareholders and (v) resolved to recommend that Board of Directors has been amended, rescinded or modified. The action taken by the Company Shareholders accept Board of Directors constitutes approval of the Offer Merger and tender their shares pursuant the other transactions contemplated hereby by the Company Board of Directors under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the Offer. other transactions contemplated hereby. (c) The Independent Advisor Lazard Freres & Co. LLC has delivered to advised the Company Board of Directors of its opinion, and has undertaken to deliver to the Company its written opinion, Board of Directors such opinion in writing dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Offer and the Merger Consideration is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and thereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The execution, delivery and performance by the Company of this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby and thereby have been duly and validly authorized by all necessary corporate action (including action; the unanimous approval of the Board of Directors of the Company), Requisite Stockholder Approval has been received; and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or any instrument required hereby to be executed and delivered by the Company at the Closing or to consummate the Merger or transactions so contemplated. The board of directors of the other transactions contemplated by Company duly determined that it is fair to, advisable for and in the best interests of, the Company Stockholders for the Company to enter into a business combination upon the terms and subject to the conditions of this Agreement, has unanimously approved and adopted this Agreement (other than, with respect to and the Merger and has unanimously recommended that the Company Stockholders approve and adopt this Agreement and the Merger, the approval and adoption . None of this Agreement such actions by the affirmative vote board of a majority directors of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)has been amended, rescinded or modified. This Agreement has been been, and each instrument required hereby to be executed and delivered by the Company at the Closing will be, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Parent, Merger Sub and Buyerthe Representative, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors, and to general equity principles. The affirmative vote of holders of a majority As of the outstanding Effective Time, the Charter will have been amended by the Charter Amendment to provide that in connection with the Merger, each Company Stockholder shall be entitled to receive the consideration as set forth in this Agreement and, subject to the provisions of Section 2, no Company Stockholder shall be entitled to receive any different or additional amount in the Merger with respect to shares of Company Common Stock is held by such Company Stockholder. At the only vote of Effective Time, the Company Shareholders will have taken all necessary to approve this Agreement, and appropriate actions so that each Option and Warrant will be treated in the Merger in accordance with the provisions of Sections 2.4 and the other transactions contemplated by this Agreement2.5. (b) At a meeting duly called The execution and held on July 10, 2005delivery of this Agreement by the Company and each instrument required hereby to be executed and delivered by the Company at the Closing, the Board compliance by the Company with the provisions of Directors this Agreement and each instrument required hereby to be executed and delivered by the Company at the Closing and the consummation of the Company unanimously transactions contemplated hereby or thereby, will not (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of conflict with or violate the Company and the Company ShareholdersOrganizational Documents, each as currently in effect, (ii) determined that the consideration to be paid for each share conflict with, result in a breach of, constitute (with or without due notice or lapse of Company Common Stock time or both) a default under, result in the Offer and acceleration of, create in any party the Merger is fair right to accelerate, terminate, modify or cancel, or require any notice, consent or waiver under, any Contract, Permit, Security Interest or other interest to which the Company Shareholdersis a party or by which the Company is bound or to which its assets are subject, (iii) approvedresult in the creation or imposition of any Security Interest upon any assets of the Company or any shares of Company Stock, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, or (iv) resolved violate in any material respect any Legal Requirement applicable to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the or any Company Shareholders accept the Offer and tender Securityholder or any of their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date respective properties or assets. For purposes of this Agreement, that“Security Interest” means any material mortgage, as of such date and based security interest, pledge, license, interest, encumbrance, claim, charge, option, restriction on the assumptions, qualifications right to sell or dispose (and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer case of securities, vote), lien or other adverse claim of any kind or lien (whether arising by contract or by operation of law and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentwhether voluntary or involuntary).

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLPBCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of shareholders is the only vote of the holders of any capital stock of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10February 14, 20052000, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the holders of the Company ShareholdersCommon Stock, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iviii) resolved to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that holders of the Company Shareholders accept Common Stock. The actions taken by the Offer Board of Directors of the Company constitute approval of the Merger, this Agreement and tender their shares pursuant transactions contemplated hereby by the Board of Directors of the Company under the provisions of Sections 2541 et seq., 2551 et seq. and 2561 et seq. of the PBCL such that Sections 2541 et seq., 2551 et seq. and 2561 et seq. of the PBCL do not apply to this Agreement or the Offertransactions contemplated hereby. Other than Sections 2541 et seq., 2551 et seq. and 2561 et seq. of the PBCL, no state antitakeover or similar statute is applicable to Parent or Merger Sub in connection with the Merger, this Agreement or any of the transactions contemplated hereby. (c) The Credit Suisse First Boston Corporation, the independent financial advisor to the Board of Directors of the Company (the "Company's Independent Advisor Advisor"), has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders Exchange Ratio in the Offer and the Merger is was fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then issued and outstanding shares of Company Common Capital Stock and the filing and recordation of appropriate the certificate of merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the issued and outstanding shares of Company Common Capital Stock is the only vote of the Company Shareholders Company’s equity holders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10November 21, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of of, the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement and approved and authorized the Merger and the other transactions contemplated hereby and (iii) resolved to recommend approval and adoption by the Company Stockholders of this Agreement, the Merger and the other transactions contemplated herebyby this Agreement. The Blackstone Group and UBS Investment Bank (the ‘‘Independent Advisors’’), (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant independent financial advisors to the Offer. (c) The Independent Advisor has Board of Directors of the Company, have delivered to the Board of Directors of the Company its written opiniontheir opinions, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinionopinions, the consideration to be received by the Company Shareholders Stockholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Company Board of Directors of the CompanyDirectors), and no other corporate proceedings on the part of the Company Company, and no other votes or approvals of any class or series of capital stock of the Company, are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement hereby (other than, with respect to the Merger, consummation of the approval Merger and the adoption of this Agreement by Agreement, the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Xxxxxx and the filing and recordation of appropriate merger documents as required by other transactions contemplated hereby, the LBCLCompany Required Vote). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent Xxxxxx and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as enforcement thereof may be limited against the Company by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing, or remedies in general, as from time to time in effect, or (b) the exercise by courts of equity powers (the “Bankruptcy and Equity Exception”). The affirmative vote Company Board of holders of Directors, at a majority of meeting duly called and held on or prior to the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve date hereof, has (i) determined that this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10hereby are fair, 2005, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that approved this Agreement, the consideration to be paid for each share of Company Common Stock in the Offer Merger and the Merger is fair to the Company Shareholdersother transactions contemplated hereby, (iii) approved, authorized declared it advisable and adopted recommended that the Company Stockholders adopt this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval approved the execution, delivery and performance by the Company and the Company Stockholders of this Agreement and, subject to the Company Required Vote, the consummation of the Merger and the Merger by the Company Shareholders other transactions contemplated hereby, and (v) resolved to recommend directed that in the Company Shareholders accept event the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has Stockholder Written Consent is not delivered to Parent in accordance with Section 6.04, and Parent has not terminated this Agreement in accordance with Section 8.01(i), the Board adoption of Directors this Agreement be submitted to a vote at a meeting of the Company its written opinion, dated as Stockholders. The only vote of the date stockholders of the Company required to adopt this Agreement, that, as of such date the Merger and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by other transactions contemplated hereby is the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to ParentRequired Vote.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approvalstockholder approval as may be necessary, to consummate the Merger and the other transactions to which the Company is a party contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions to which the Company is a party contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions to which the Company is a party contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLNGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerSub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the qualification, however, that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general application related to or affecting creditors’ rights and to general equity principles and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company Shareholders Stockholders necessary to approve this Agreement, the Merger and the other transactions to which the Company is a party contemplated by this Agreement. (b) At a meeting duly called and held on July 10, 2005, the The Board of Directors of the Company unanimously has (i) determined that this Agreement and the other transactions contemplated herebyhereby to which the Company is a party, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions to which the Company is a party contemplated herebyhereby and (iii) resolved, (iv) resolved subject to the provisions of this Agreement, to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the Company Shareholders Stockholders. No Nevada or California, and (v) resolved to recommend that the Company’s knowledge no other state, anti-takeover or similar statute is applicable to Parent, Sub, the Company Shareholders accept or the Offer and tender their shares pursuant Surviving Corporation in connection with the Merger, this Agreement or any of the transactions to which the OfferCompany is a party contemplated hereby or thereby. (c) The Duff & Pxxxxx, LLC (the “Independent Advisor Advisor”) has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders Stockholders in the Offer and the Merger is fair, fair to the Company Stockholders from a financial point of view, . The Company will provide to such holders. A Parent a copy of such the written opinion has been delivered to Parentof the Independent Advisor.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approvalstockholder approval in connection with this Agreement and the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including on the unanimous approval of the Board of Directors part of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, than the approval and adoption of this Agreement and the Merger by the affirmative vote votes of the holders of a majority of the voting power of the then outstanding shares of Company Common Stock, voting as a single class, and the holders of two-thirds of the outstanding Company Class B-1 Common Stock and Company Class B-2 Common Stock, voting as a single class, and the filing and recordation of appropriate merger documents as required by the LBCLDGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights and remedies of creditors generally and the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). The affirmative vote votes of the holders of a majority of the outstanding shares of Company Common Stock, voting as a single class, and the holders of two-thirds of the outstanding Company Class B-1 Common Stock is and Company Class B-2 Common Stock, voting as a single class, entitled to vote at a duly called and held meeting of the Company's stockholders are the only vote votes of the holders of capital stock of the Company Shareholders necessary to approve and adopt this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementMerger. (b) At a meeting duly called and held on July 10September 2, 20052003, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to advisable and in the best interests of the Company and the Company ShareholdersCompany's stockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized approved and adopted this Agreement, the Merger Agreement and the other transactions contemplated hereby, including the Merger and (iviii) resolved to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that Company's stockholders. The actions taken by the Board of Directors of the Company Shareholders accept constitute approval of the Offer Merger, this Agreement and tender their shares pursuant the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL such that Section 203 of the DGCL does not apply to this Agreement or the Offertransactions contemplated hereby. (c) The Independent Advisor has delivered Each of Banc of America Securities LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated (the "Company Xxxxxxxdent Advisors") xxx xxlivxxxx to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, to the effect that, as of such date and based on and subject to the assumptions, qualifications and limitations contained in such opiniontherein, the consideration Merger Consideration to be received by the Company Shareholders Company's stockholders in the Offer and the Merger is fair, fair to such stockholders from a financial point of view, . The Company will deliver to such holders. A Parent a copy of each such opinion has been delivered to Parentsolely for informational purposes after receipt thereof by the Company.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by the Company and to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and thereunder and to consummate the Merger and the other transactions contemplated by this Agreementhereby and thereby. The executionCompany Board, delivery by resolutions duly adopted (and performance not thereafter amended, modified or rescinded) by the Company of this Agreement unanimous vote (with no abstentions) at a meeting duly called and the consummation by the Company held, has taken all of the Merger and the other transactions contemplated by this Agreement have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company)actions set forth in Section 2.2(a) hereof, and no other corporate proceedings on the part of the Company are necessary to authorize approve or adopt this Agreement or under applicable Legal Requirements and to consummate the Merger or the other transactions contemplated by this Agreement (other thanhereby, with respect subject only to obtaining the Merger, the approval and adoption Necessary Consents. Each of this Agreement and each instrument required hereby to be executed and delivered by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL). This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or similar laws of general application affecting the rights and remedies of creditors generally, and to general equity principles. The affirmative vote Company has taken or will take all necessary and appropriate actions so that each Company Option will be treated in the Merger in accordance with the provisions of holders of a majority Section 4.3. The Company Board has terminated the GWT Agreement and paid the termination fee in accordance with Section 8.1(c)(iii) of the outstanding shares of Company Common Stock is the only vote GWT Agreement, and has complied in all material respects with its obligations under Section 6.1 of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this GWT Agreement. (b) At a meeting duly called and held on July 10, 2005, the Board of Directors Except as set forth in Section 5.4(b) of the Company unanimously (i) determined that Disclosure Letter, the execution and delivery by the Company of this Agreement do not, and the performance by the Company of its covenants and agreements under this Agreement and the consummation by the Company of the transactions contemplated hereunder will not, (i) assuming receipt of the Stockholder Approval, if necessary, conflict with or violate the Company Governing Documents, (ii) assuming receipt of the Governmental Entity approvals contemplated by Section 5.4(c), conflict with or violate any Legal Requirements applicable to the Company or any of its Subsidiaries or by which its or any of their respective properties is bound or affected, (iii) require notice to, waiver or the consent of any Person under, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default), or impair the Company’s or any of its Subsidiaries’ rights or alter the rights or obligations of any third party under, or give to any third party any rights of termination, amendment, payment, acceleration or cancellation of, or result in the creation of a Lien on any of the properties or assets (including intangible assets) of the Company or any of its Subsidiaries pursuant to, any note, bond, mortgage, indenture, Contract, agreement, lease, license, Permit or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which Company or any of its Subsidiaries or its or any of their respective properties is bound or affected, or (iv) give rise to or result in any Person having, or having the right to exercise, any preemptive rights, rights of first refusal, rights to acquire or similar rights with respect to any capital stock of the Company or any of its Subsidiaries or any of their respective assets or properties, except in the case of the preceding clauses (ii) and (iii), inclusive, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (c) No consent, waiver, approval, order or authorization of, or registration, declaration or filing with any Governmental Entity is required to be obtained or made by the Company in connection with the execution and delivery of this Agreement or the consummation of the Offer or the Merger and other transactions contemplated hereby, including except for (i) the Offer and the Merger, are fair to and in the best interests filing of the Company Certificate of Merger with the Secretary of State of the State of Delaware and appropriate documents with the relevant authorities of other states in which the Company Shareholdersor Parent are qualified to do business, (ii) determined that if required pursuant to Section 8.1(b) the consideration to be paid for each share filing of Company Common Stock the Proxy Statement with the SEC in accordance with the Offer requirements of the Exchange Act and the Merger is fair to the Company Shareholdersrules and regulations promulgated thereunder, (iii) approvedStockholder Approval, authorized and adopted this Agreement, the Merger and the other transactions contemplated herebyif required, (iv) resolved to recommend approval the filing of this Agreement the Notification and Report Forms with the FTC and the Merger DOJ required by the HSR Act and the expiration or termination of the applicable waiting period under the HSR Act and such consents, waivers, approvals, orders, authorizations, registrations, declarations and filings as may be required under the foreign merger control regulations identified in Section 5.4(c) of the Company Shareholders Disclosure Letter, and (v) resolved to recommend that the Company Shareholders accept the Offer such other filings and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated notifications as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration may be required to be received made by the Company Shareholders under federal, state or foreign securities laws or the rules and regulations of the NYSE. The consents, approvals, orders, authorizations, registrations, declarations and filings set forth in (i) through (v) are referred to herein as the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent“Necessary Consents.”

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (Agreement, other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock Stockholders and the filing and recordation of appropriate merger documents as required by the LBCL)DGCL. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The Based, in part, on the representation of Buyer in Section 4.8, the affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company Shareholders Company's Stockholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10April 1, 20052003, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company ShareholdersStockholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iviii) declared this Agreement advisable and resolved to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that Stockholders. Based, in part, on the Company Shareholders accept representation of Buyer in Section 4.8, the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to actions taken by the Board of Directors of the Company its written opinion, dated as constitute all necessary approval of the date Merger, this Agreement and the other transactions contemplated hereby by the Board of Directors of the Company under the provisions of the Rights Agreement (as hereinafter defined), Articles Twelfth and Thirteenth of the Company Certificate of Incorporation, and Section 203 of the DGCL. Section 203 of the DGCL will not apply with respect to or as a result of this AgreementAgreement and the transactions contemplated hereby, thatincluding the Merger, as of such date and based without any further action on the assumptionspart of the Company's Board of Directors or stockholders. Other than Section 203 of the DGCL, qualifications and limitations contained in such opinion, the consideration no other state antitakeover or similar statute is applicable to be received by the Company Shareholders in connection with the Offer and the Merger is fairMerger, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.this Agreement or

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder stockholder approval, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company)Company and, and except for obtaining the affirmative vote of the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon, no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerSub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock entitled to vote at a duly called and held meeting of stockholders is the only vote of the Company Shareholders Company's Stockholders necessary to approve this Agreement, the Merger Agreement and the other transactions contemplated by this AgreementMerger. (b) At a meeting duly called and held on July 10April 22, 20052004, the Board of Directors of the Company Company, based in part on the recommendation of the Special Committee, unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are fair to and in the best interests of the Company and the Company ShareholdersStockholders and declared the advisability of the Merger, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer approved and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, and (iviii) resolved to recommend approval and adoption of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that Stockholders. The actions taken by the Board of Directors of the Company Shareholders accept and the Offer Special Committee constitute approval of the Merger, this Agreement and tender their shares pursuant the Voting Agreement and the other transactions contemplated hereby and thereby by the Board of Directors of the Company under the provisions of Section 203 of the DGCL and the Company has taken all actions necessary such that Section 203 of the DGCL does not apply to this Agreement, the OfferVoting Agreement or the transactions contemplated hereby or thereby. Other than Section 203 of the DGCL, the Company has no knowledge of any state anti-takeover or similar statute that is applicable to Parent or Sub in connection with the Merger, this Agreement, or the Voting Agreement or any of the transactions contemplated hereby or thereby. (c) The Independent Financial Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders Stockholders in the Offer and the Merger is fair, fair to such holders from a financial point of view, . The Company has previously furnished to Parent such holders. A copy of such opinion has been delivered to Parentopinion.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Offer, the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Offer, the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of holders of a majority of the voting power of the then outstanding shares of Company Common Stock Shares and the filing and recordation of appropriate merger documents as required by the LBCLFBCA and the DGCL). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution this Agreement constitutes a valid and delivery by Parent and binding obligation of Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors' rights generally. The affirmative vote of holders of a majority of the outstanding shares Shares entitled to vote at a duly called and held meeting of Company Common Stock shareholders is the only vote of the Company Shareholders Company's shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10May 29, 20051998, the Company's Board of Directors of the Company unanimously (i) determined that adopted resolutions approving this Agreement and the other transactions contemplated herebyAgreement, including the Offer and the Merger, determining that the terms of the Offer and the Merger are fair to fair, from a financial point of view, to, and in the best interests of of, the Company Company's shareholders and the Company Shareholders, (ii) determined recommending that the consideration to be paid for each share of Company Common Stock in the Offer and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders Company's shareholders accept the Offer and Offer, tender their shares pursuant to the OfferOffer and approve and adopt this Agreement. (c) The Independent Advisor has delivered to the Company's Board of Directors has received the opinion of NationsBanc Xxxxxxxxxx Securities, LLC (the Company its written opinion, dated as of "Independent Advisor") that the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the proposed consideration to be received by the Company Shareholders in holders of Shares pursuant to the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such the Independent Advisor's written fairness opinion has been will be delivered to Parentthe Special Committee within five business days.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approval, and to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement hereby, have been duly authorized by all necessary corporate action (including including, without limitation, the unanimous approval of the Board of Directors of the Company), ) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCL)Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and Buyer, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger and the other transactions contemplated by this Agreement. (b) At a meeting duly called and held on July 10August 16, 20052000, the Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including terms of the Initial Offer and the Merger, Subsequent Offer are fair to and in the best interests of the Company and the Company Shareholders, (ii) determined that the consideration to be paid for each share of Company Common Stock in the Offer approved and the Merger is fair to the Company Shareholders, (iii) approved, authorized and adopted this Agreement, the Merger Initial Offer, the Subsequent Offer and the other transactions contemplated hereby, and (iviii) resolved to recommend the Initial Offer and the Subsequent Offer to the Company Shareholders. The actions taken by the Board of Directors of the Company constitute approval of the Initial Offer, the Subsequent Offer, this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offerother transactions contemplated hereby. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opiniontherein, the consideration to be received by the Company Shareholders in the Initial Offer and the Merger Subsequent Offer is fair, fair to such holders from a financial point of view, to such holders. A copy of such opinion has been delivered to Parentis included in Section 2.3(c) of the Disclosure Letter.

Authority for Agreement. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to obtaining necessary shareholder approvalapproval in connection with the Merger, to consummate the Merger and the other transactions contemplated by this Agreement. The execution, delivery and performance by the Company of this Agreement Agreement, and the consummation by the Company of the Merger and the other transactions contemplated by this Agreement Agreement, have been duly authorized by all necessary corporate action (including the unanimous approval of the Board of Directors of the Company), Company Board) and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated by this Agreement (other than, with respect to the Merger, the approval and adoption of this Agreement and the Merger by the affirmative vote of a majority of the voting power of the then outstanding shares of Company Common Stock and the filing and recordation of appropriate merger documents as required by the LBCLMBCA). This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent and BuyerMerger Sub, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms. The affirmative vote of holders of a majority of , subject to the outstanding shares of Company Common Stock is the only vote of the Company Shareholders necessary to approve this Agreement, the Merger Bankruptcy and the other transactions contemplated by this AgreementEquity Exception. (b) At a meeting duly called and held on July 10August 6, 20052004, the Company Board of Directors of the Company unanimously (i) determined that this Agreement and the other transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of the Company and the Company Shareholdersshareholders of the Company, (ii) determined that unanimously approved this Agreement and the consideration transactions contemplated hereby, including the Merger, and (iii) resolved to be paid for each share recommend the adoption of this Agreement and the transactions contemplated hereby, including the Merger, by the Company's shareholders. (c) Banc of America Securities LLC (the "Company Independent Advisor") has delivered to the Company Board on August 6, 2004 its oral opinion, and delivered its written opinion dated as of August 6, 2004, that, as of such dates and based on the assumptions, qualifications and limitations contained therein, the Exchange Ratio is fair to the Company's shareholders from a financial point of view, and such opinion has not been withdrawn or adversely modified. True and complete copies of all agreements and understandings between the Company and the Company Independent Advisor relating to the Merger and the other transactions contemplated by this Agreement have been made available to the Parent. (d) The vote of a majority of the voting power of the then outstanding shares of Company Common Stock in is the Offer and only vote of the Merger is fair holders of any class or series of the Company's capital stock necessary to the Company Shareholders, (iii) approved, authorized and adopted approve this Agreement, the Merger and the other transactions contemplated hereby, (iv) resolved to recommend approval of this Agreement and the Merger by the Company Shareholders and (v) resolved to recommend that the Company Shareholders accept the Offer and tender their shares pursuant to the Offer. (c) The Independent Advisor has delivered to the Board of Directors of the Company its written opinion, dated as of the date of this Agreement, that, as of such date and based on the assumptions, qualifications and limitations contained in such opinion, the consideration to be received by the Company Shareholders in the Offer and the Merger is fair, from a financial point of view, to such holders. A copy of such opinion has been delivered to Parent.