Common use of Conditions to Purchasers Clause in Contracts

Conditions to Purchasers. Obligations at the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is subject to the satisfaction, on the date hereof, of each of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date hereof. B. All covenants, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date hereof shall have been performed or complied with, except for the filing of the Certificate of Designation, in all material respects. C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement"). D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇, ▇.▇., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment to the Restated Certificate, in the form attached hereto as Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements"). G. Each Purchaser shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy of the Restated Certificate, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, or another investment banking firm selected by the Financing Committee of the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt in the form attached hereto as Exhibit I, pursuant to which the Company acknowledges receipt of the purchase price received from each Purchaser in connection with the Initial Closing.

Conditions to Purchasers. Obligations at OBLIGATIONS The respective obligations of the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is Purchasers hereunder are subject to the satisfactionfollowing conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the date hereofClosing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of each the California Public Utility Commission and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date hereof. B. All covenants, agreements and conditions contained in this Agreement to be performed New Debentures by the Company on or prior to the date hereof Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have been performed or complied with, except for received on the filing Closing Date an opinion of the Certificate of Designation, in all material respects. C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement"). D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇Esq., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among Vice President-General Counsel of the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment or other counsel to the Restated CertificateCompany satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form attached hereto as set forth in Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements")A hereto. G. Each Purchaser (D) The Purchasers or the Representative shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy Closing Date an opinion of the Restated CertificateMilbank, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, PierceTweed, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated▇▇, or another investment banking firm selected by counsel for the Financing Committee of Purchasers, dated the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt Closing Date, substantially in the form attached hereto set forth in Exhibit B hereto. (E) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for the Company, dated as Exhibit I, pursuant to which the Company acknowledges receipt of the purchase price received from each Purchaser Closing Date, to the effect set forth in connection with the Initial ClosingExhibit C hereto.

Conditions to Purchasers. Obligations at OBLIGATIONS The respective obligations of the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is Purchasers hereunder are subject to the satisfactionfollowing conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the date hereofClosing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of each the California Public Utility Commission and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date hereof. B. All covenants, agreements and conditions contained in this Agreement to be performed New Debentures by the Company on or prior to the date hereof Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have been performed or complied with, except for received on the filing Closing Date an opinion of the Certificate of Designation, in all material respects. C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement"). D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇Esq., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among Vice President-General Counsel of the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment or other counsel to the Restated CertificateCompany satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form attached hereto as set forth in Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements")A hereto. G. Each Purchaser (D) The Purchasers or the Representative shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy Closing Date an opinion of the Restated CertificateMilbank, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, PierceTweed, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated▇▇, or another investment banking firm selected by counsel for the Financing Committee of Purchasers, dated the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt Closing Date, substantially in the form attached hereto set forth in Exhibit B hereto. (E) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants -3- for the Company, dated as Exhibit I, pursuant to which the Company acknowledges receipt of the purchase price received from each Purchaser Closing Date, to the effect set forth in connection with the Initial ClosingExhibit C hereto.

Conditions to Purchasers. Obligations at OBLIGATIONS The respective obligations of the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is Purchasers hereunder are subject to the satisfaction, on following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the date hereof, of each effectiveness of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof Registration Statement shall be true in effect, and correct in all material respects no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the date hereof. B. All covenantsRegistration Statement, agreements and conditions contained in this Agreement to be performed by the Company on or prior to the date hereof there shall have been performed no material adverse change in the business, business prospects, properties, financial condition or complied with, except for the filing results of operations of the Certificate of Designation, in all material respects. C. The Company Company; and the other Purchasers who are parties thereto or the Representative shall have duly executed and delivered to each such Purchaser an amendment and restatement received on the Closing Date the customary form of the existing Stockholders' Agreementcompliance certificate, dated as the Closing Date and signed by the President or a Vice President of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement")to proceedings pending or threatened. D. (B) The Company and Purchasers or the other Purchasers who are parties thereto Representative shall have duly executed and delivered to each such Purchaser received on the Closing Date an amendment and restatement opinion of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇Esq., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among Vice President-General Counsel of the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment or other counsel to the Restated CertificateCompany satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form attached hereto as set forth in Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements")A hereto. G. Each Purchaser (C) The Purchasers or the Representative shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy Closing Date an opinion of the Restated CertificateMilbank, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, PierceTweed, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated▇▇, or another investment banking firm selected by counsel for the Financing Committee of Purchasers, dated the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt Closing Date, substantially in the form attached hereto as set forth in Exhibit IB hereto. (D) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, pursuant independent public accountants for the Company, dated the Closing Date, to which the effect set forth in Exhibit C hereto. -3- V. CONDITIONS TO COMPANY'S OBLIGATIONS The obligations of the Company acknowledges receipt hereunder are subject to the following conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission. (B) The Company shall have received on the Closing Date the full purchase price received from each Purchaser in connection with of the Initial ClosingNew Debentures purchased hereunder.

Conditions to Purchasers. Obligations at OBLIGATIONS The respective obligations of the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is Purchasers hereunder are subject to the satisfactionfollowing conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the date hereofClosing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of each the Illinois Commerce Commission, Indiana Utility Regulatory Commission, Michigan Public Service Commission, Public Utilities Commission of Ohio, Pennsylvania Public Utility Commission, and Public Service Commission of Wisconsin and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date hereof. B. All covenants, agreements and conditions contained in this Agreement to be performed New Debentures by the Company on or prior to the date hereof Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have been performed or complied with, except for received on the filing Closing Date an opinion of the Certificate of Designation, in all material respects. C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement"). D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇Esq., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among Vice President-General Counsel of the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment or other counsel to the Restated CertificateCompany satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form attached hereto as set forth in Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements")A hereto. G. Each Purchaser (D) The Purchasers or the Representative shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy Closing Date an opinion of the Restated CertificateMilbank, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, PierceTweed, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated▇▇, or another investment banking firm selected by counsel for the Financing Committee of Purchasers, dated the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt Closing Date, substantially in the form attached hereto set forth in Exhibit B hereto. (E) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for the Company, dated as Exhibit I, pursuant to which the Company acknowledges receipt of the purchase price received from each Purchaser Closing Date, to the effect set forth in connection with the Initial ClosingExhibit C hereto.

Conditions to Purchasers. Obligations at the Initial Tranche B Closing. The Each Purchaser's obligations at the Tranche B Closing, including without limitation its obligation of each Purchaser to purchase Preferred Shares and pay for Warrants at such Closing, are conditioned upon the Initial Shares to be purchased fulfillment (or waiver by it at the Initial Closing is subject to the satisfaction, on the date hereof, Purchaser) of each of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on events as of the date of such Closing: 5.2.1 the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof this Agreement shall be true and correct in all material respects as of such date as if made on such date; 5.2.2 the date hereof. B. All covenantsCompany shall have complied with or performed in all material respects all of the agreements, agreements obligations and conditions contained set forth in this Agreement, the Registration Rights Agreement and the Certificate of Designation that are required to be complied with or performed by the Company on or at any time prior to such Closing; 5.2.3 the date hereof Company shall have delivered to the Purchaser a certificate, signed -17- by an officer of the Company, certifying that the conditions specified in paragraphs 5.2.1, 5.2.2 and 5.2.9 hereof have been performed or complied with, except fulfilled as of such Closing; 5.2.4 the Company shall have delivered to the Purchaser an opinion of counsel for the filing of the Certificate of Designation, in all material respects. C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' AgreementCompany, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amendedsuch date, in substantially the form attached hereto set forth on Exhibit 5.2.4 hereto, and covering such additional matters as Exhibit C (may reasonably be requested by the "Restated AOL/ODC Stockholders' Agreement").Purchaser; D. The 5.2.5 the Company and the other Purchasers who are parties thereto shall have delivered duly executed certificates representing the Preferred Shares and delivered to each such Purchaser an amendment Warrants being so purchased; 5.2.6 the Common Stock shall be designated for quotation and restatement actively traded on the Nasdaq National Market; 5.2.7 there shall have been no material adverse change in the Company's consolidated business or financial condition since the date of the existing Registration Rights Agreement, dated Company's most recent audited financial statements contained in the Disclosure Documents; 5.2.8 the Company shall have authorized and reserved for issuance not less than one hundred and seventy five percent (175%) of the aggregate number of shares of Common Stock issuable upon conversion or exercise of (i) all of the Preferred Shares and Warrants then outstanding and (ii) all of the Preferred Shares and Warrants to be issued at such Closing (such number to be determined using the Conversion Price or exercise price in effect on the date of such Closing and without regard to any restriction on the ability of a Purchaser to convert Preferred Shares or exercise the Warrants as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto such date); 5.2.10 a Mandatory Redemption Event (as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇, ▇.▇., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment to the Restated Certificate, defined in the form attached hereto as Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Certificate of Designation) or any other event entitling a Purchaser to exercise a right of redemption under this Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , other Transaction Documents or the Certificate of Designation shall not have occurred and be continuing; and 5.2.11 in the Voting Agreementevent that the Tranche B Closing is to occur (A) prior to the end of the Initial Tranche B Period, the "Related Agreements"). G. Each Purchaser Closing Bid Price (as defined in the Certificate of Designation) for the Common Stock must be at or above eight dollars ($8.00) on the day immediately prior to the Tranche B Closing Date, or (B) after the end of the Initial Tranche B Period, the Company shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy of the Restated Certificate, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement its stockholders for the matters described in paragraph 4.15 above and the Related Agreements, Closing Bid Price (as defined in the names Certificate of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates Designation) for the Shares and Common Stock must be at or above eight dollars ($8.00) on the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as day immediately prior to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated, or another investment banking firm selected by the Financing Committee of the Board in its sole discretion (the "Investment Bank")Tranche B Closing Date. I. A cross-receipt in the form attached hereto as Exhibit I, pursuant to which the Company acknowledges receipt of the purchase price received from each Purchaser in connection with the Initial Closing.

Conditions to Purchasers. Obligations at to Effect the Initial ClosingTransactions Contemplated Hereby. The obligation obligations of each Purchaser the Purchasers to purchase and pay for effect the Initial Shares to transactions contemplated by this Agreement shall be purchased by it at the Initial Closing is subject to the satisfaction, on fulfillment at or prior to the date hereof, of each applicable Closing Date of the following conditions set forth additional conditions: (a) The Company shall have performed in all material respects all obligations required to be performed by it under this Section 2.01Agreement at or prior to the applicable Closing Date, except that and the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth contained in Article III hereof this Agreement shall be true and correct in all material respects (if not qualified by materiality) and true and correct (if so qualified) on and as of the date hereofof this Agreement and at and as of the applicable Closing Date as if made at and as of the applicable Closing Date, except to the extent that any such representation or warranty expressly relates to another date (in which case, as of such date). B. All covenants, agreements and conditions contained (b) The consent or approval of each third party whose consent or approval shall be required in this Agreement to be performed by connection with the Company on or prior to the date hereof transactions contemplated hereby shall have been performed or complied with, except for the filing of the Certificate of Designation, in all material respectsobtained. C. (c) The Company and the other Purchasers who are parties stockholders listed on the signature pages thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in Stockholders Agreement substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement"). D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇, ▇.▇., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment to the Restated Certificate, in the form attached hereto as Exhibit G A. (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements"). G. Each Purchaser d) Purchasers shall have received all an opinion of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy of the Restated Certificate, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ IncorporatedLLP, or another investment banking firm selected by counsel to the Financing Committee of the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt Company, substantially in the form attached hereto as Exhibit IB. (e) The Company and the stockholders listed on the signature pages thereto shall have executed and delivered the Registration Rights Agreement substantially in the form attached hereto as Exhibit C. (f) Since the date of this Agreement, pursuant to there shall not have been any change or events which have resulted or would in reasonable probability result in a Material Adverse Effect. (g) The Company, GECC and JOL shall have executed and delivered the Indebtedness Amendment substantially in the form attached hereto as Exhibit D. (h) The Company acknowledges receipt shall have filed the Certificate of Designation substantially in the purchase price received from each Purchaser in connection form attached hereto as Exhibit E with the Initial ClosingDelaware Secretary of State. (i) Purchasers shall have completed their business, legal and financial due diligence review and the results of such review shall be satisfactory to Purchasers in their sole judgment.

Conditions to Purchasers. Obligations at OBLIGATIONS The respective obligations of the Initial Closing. The obligation of each Purchaser to purchase and pay for the Initial Shares to be purchased by it at the Initial Closing is Purchasers hereunder are subject to the satisfactionfollowing conditions: (A) The Registration Statement shall have become effective and no stop order suspending the effectiveness of the Registration Statement shall be in effect, and no proceedings for such purpose shall be pending before or threatened by the Commission; since the latest date as of which information is given in the Registration Statement, there shall have been no material adverse change in the business, business prospects, properties, financial condition or results of operations of the Company; and the Purchasers or the Representative shall have received on the date hereofClosing Date the customary form of compliance certificate, dated the Closing Date and signed by the President or a Vice President of the Company, including the foregoing. The officer executing such certificate may rely upon the best of his or her knowledge as to proceedings pending or threatened. (B) At the Closing Date, there shall be in full force and effect an order or orders, satisfactory to counsel for the Purchasers, of each the Virginia State Corporation Commission, the Illinois Commerce Commission and the Public Service Commission of Kentucky and of such other regulatory authorities, if any, as may have jurisdiction over the issue and sale of the following conditions set forth in this Section 2.01, except that the cross-receipt required under Section 2.01 (I) below will be satisfied only on the date of the Initial Closing. These conditions are for each Purchaser's sole benefit and may be waived (in whole or in part) by each Purchaser provided that the waiver of any of the following conditions by such individual Purchaser shall not constitute a waiver of such conditions by any other Purchaser. A. The representations and warranties of the Company set forth in Article III hereof shall be true and correct in all material respects as of the date hereof. B. All covenants, agreements and conditions contained in this Agreement to be performed New Debentures by the Company on or prior to the date hereof Purchasers, authorizing such issue and sale as herein and in the Registration Statement provided, and none of such orders shall contain any conditions inconsistent with the provisions of this Agreement or of the Registration Statement. (C) The Purchasers or the Representative shall have been performed or complied with, except for received on the filing Closing Date an opinion of the Certificate of Designation, in all material respects. C. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Stockholders' Agreement, dated as of August 7, 2000, by and among the Company, AOL and Riverview Media Corp. ("Riverview"), as amended, in substantially the form attached hereto as Exhibit C (the "Restated AOL/ODC Stockholders' Agreement"). D. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment and restatement of the existing Registration Rights Agreement, dated as of August 7, 2000, by and between the Company, AOL and Riverview, in substantially the form attached hereto as Exhibit D (the "Restated AOL/ODC Registration Rights Agreement"). E. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser an amendment to the existing Registration Rights and Stockholders' Agreement, dated as of August 11, 2000, by and among the Company, AOL, Riverview, Banco Itau, Banco Itau, S.A., a Brazilian Sociedade Anonima ("BISA"), Banco ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇.▇Esq., a Brazilian Sociedade Anonima ("BBSA") and Itau Bank Limited, a Cayman limited liability company ("Itau Bank"), in substantially the form attached hereto as Exhibit E (the "Restated Itau Agreement"). F. The Company and the other Purchasers who are parties thereto shall have duly executed and delivered to each such Purchaser a Voting Agreement, to be dated the date hereof, by and among Vice President-General Counsel of the Company, ODC and AOL (the "Voting Agreement"), in substantially the form attached hereto as Exhibit F and which shall include as an exhibit thereto the Amendment or other counsel to the Restated CertificateCompany satisfactory to the Purchasers and counsel to the Purchasers, dated the Closing Date, substantially in the form attached hereto as set forth in Exhibit G (the "Amended Certificate," and together with the Restated AOL/ODC Stockholders' Agreement, the Restated AOL/ODC Registration Rights Agreement, the Restated Itau Agreement , the Certificate of Designation and the Voting Agreement, the "Related Agreements")A hereto. G. Each Purchaser (D) The Purchasers or the Representative shall have received all of the following materials or each of the following documents shall have been delivered, prior to or on the date hereof: (i) A certified copy Closing Date an opinion of the Restated CertificateMilbank, as amended or restated to the date hereof. (ii) A copy of the Restated By-laws of the Company which has been certified by the Secretary or an Assistant Secretary of the Company to be true, complete and correct; (iii) A certificate of the Secretary or an Assistant Secretary of the Company which shall certify the Company's resolutions of the Board (and its committees and members) providing for the approval of this Agreement and the Related Agreements, the names of the officers of the Company authorized to sign this Agreement, the Related Agreements, the certificates for the Shares and the other documents, instruments or certificates to be delivered pursuant to this Agreement or the Related Agreements by the Company or any of its officers, together with the true signatures of such officers; (iv) A Certificate of the Secretary of State of the State of Delaware as to the due incorporation and good standing of the Company; and (v) A legal opinion from counsel to the Company, in the form attached hereto as Exhibit H. H. Each Purchaser shall have received a copy of the fairness opinion delivered to the Financing Committee of the Board by ▇▇▇▇▇▇▇ Lynch, PierceTweed, ▇▇▇▇▇▇ & ▇▇▇▇▇ Incorporated▇▇, or another investment banking firm selected by counsel for the Financing Committee of Purchasers, dated the Board in its sole discretion (the "Investment Bank"). I. A cross-receipt Closing Date, substantially in the form attached hereto set forth in Exhibit B hereto. (E) The Purchasers or the Representative shall have received on the Closing Date a letter from ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP, independent public accountants for the Company, dated as Exhibit I, pursuant to which the Company acknowledges receipt of the purchase price received from each Purchaser Closing Date, to the effect set forth in connection with the Initial ClosingExhibit C hereto.