Common use of Conditions to the Obligations of the Purchasers Clause in Contracts

Conditions to the Obligations of the Purchasers. The obligations of each of the Purchasers to purchase and pay for the Shares shall, in its sole discretion, be subject to the satisfaction of the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or prior to the Closing): (a) On the Closing Date, the Purchasers shall have received the opinion, dated as of the Closing Date and addressed to the Purchasers, of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Purchasers, to the effect that: (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (ii) The execution, delivery and performance by the Company of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerations. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and subsequent to the Balance Sheet Date, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (c) The sale of the Shares hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (d) Subsequent to the Balance Sheet Date, none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (e) The Purchasers shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer, to the effect that: (i) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently). (f) The Company shall have obtained, with financially sound and reputable insurers, directors' and officers' liability insurance in the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each of the Purchaser Nominees substantially in the form of Exhibit C hereto. (g) Prior to the Closing Date, (i) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall not have been suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Agreement, shall not have been imposed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Purchasers and counsel for the Purchasers.

Conditions to the Obligations of the Purchasers. The obligations of each of the Purchasers to purchase and pay for the Shares shall, in its sole discretion, be hereunder are subject to the satisfaction of the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or prior to the Closing):conditions: (a) On The Notice of Rights Offering shall have been given to all existing shareholders as contemplated herein. (b) Notification that the Closing Date, Registration Statement has become effective shall be received by the Purchasers no later than 5:00 p.m., Eastern time, on the date and time as shall have received the opinion, dated as of the Closing Date and addressed be consented to in writing by the Purchasers, and all filings required by Rule 424 of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form Rules and substance satisfactory to counsel for Regulations shall have been made within the Purchasers, to the effect that:time required by such rule. (i) The Company is a corporation duly incorporatedNo stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission, validly existing and in good standing under the laws of Delaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (ii) The execution, delivery no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares and performance no proceeding for such purpose shall be pending before or threatened or contemplated by the Company Commission or the authorities of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action any such jurisdiction, (iii) any request for additional information on the part of the Company. This Agreement constitutes a valid and binding agreement staff of the Company enforceable against Commission or any such authorities shall have been complied with to the Company in accordance with its terms, except that (i) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally satisfaction of such staff and (yiv) general principles of equity and after the discretion of date hereof no amendment or supplement to the court before which any proceeding therefor may be brought; and Registration Statement or the prospectus included in the Registration Statement (iithe "Prospectus") any rights shall have been filed unless a copy thereof was first submitted to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerations. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessablePurchasers, and the issuance of such Shares is Purchasers did not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or object thereto in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and correct on and as of the date made and on and as of the Closing Date; the Company shall have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; and subsequent to the Balance Sheet Date, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (c) The sale of the Shares hereunder shall not be enjoined (temporarily or permanently) on the Closing Dategood faith. (d) Subsequent to At the Balance Sheet Closing Date, none (i) other than as set forth in or contemplated by the Registration Statement and the Prospectus, there shall not have been a material adverse change in the general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business, since the date as of which such information is given in the Registration Statement and the Prospectus and (ii) the Company or shall not have sustained, since the date as of which such information is given in the Registration Statement and the Prospectus, any of the Subsidiaries shall have sustained any material loss or interference with respect to its business or properties from fire, floodexplosion, hurricane, accident flood or other calamitycasualty, whether or not covered by insurance, or from any strike, labor dispute, slow down dispute or work stoppage any court or from any legal legislative or other governmental proceedingaction, order or decree, which loss or interference, individually or is not set forth in the aggregateRegistration Statement and the Prospectus, has if, in the judgment of the Purchasers, any such development makes it impracticable or would be reasonably likely inadvisable to have a Material Adverse Effectproceed with the transactions contemplated hereby on the terms and in the manner contemplated by the Registration Statement and the Prospectus. (e) The Purchasers At the Closing Date, there shall have received a certificate been, since the date as of which such information is given in the Registration Statement and the Prospectus, no litigation or other proceeding instituted against the Company or any of its officers or directors in their capacities as such, before or by any federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, that might reasonably materially and adversely affect the business, properties, business prospects, condition (financial or otherwise) or results of operations of the Company, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer, to the effect that:taken as a whole. (if) The representations and warranties Each of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are herein shall be true and correct in all material respectsat the Closing Date, in each case as if made on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied all conditions on its part herein contained to be performed on the part of the Company and all conditions herein contained to be fulfilled or satisfied hereunder complied with by the Company at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently). (f) The Company Date shall have obtainedbeen duly performed, with financially sound and reputable insurers, directors' and officers' liability insurance in the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each of the Purchaser Nominees substantially in the form of Exhibit C heretofulfilled or complied with. (g) Prior to the Closing Date, (i) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall not Shares will have been suspended or limited or minimum or maximum prices shall not have been generally established listed on such exchange or market, or additional material governmental restrictions, not in force on the date of this Agreement, shall not have been imposed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Purchasers and counsel for the PurchasersNasdaq.

Conditions to the Obligations of the Purchasers. The obligations of each obligation of the Purchasers to purchase and pay for the Purchased Shares shall, in its sole discretion, at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction of (or waiver by the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or prior to the Closing): (aPurchasers) On the Closing Date, the Purchasers shall have received the opinion, dated as of the Closing Date and addressed to of the Purchasers, of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Purchasers, to the effect thatfollowing conditions: (i) The Company is a corporation duly incorporatedMerger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, validly existing and in good standing Inc. under the laws Merger Agreement shall have been satisfied or, with the consent of Delaware Purchasers, waived pursuant to the terms therein, and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in acquisition contemplated by the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to Merger Agreement shall be so qualified or in good standing would not, individually or in consummated immediately following the aggregate, have a Material Adverse EffectClosing. (ii) The execution, delivery and performance by Purchaser shall have received the Company of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company closing deliveries described in accordance with its terms, except that (iSection 2(e) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerationshereof. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by as to materiality or Material Adverse Effect material adverse effect shall be have been true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on when made and as of the Closing Date as if though made on and as of the Closing Date; the statements representations and warranties of the Company's officers Company made pursuant in this Agreement that are not qualified as to any certificate delivered in accordance with the provisions hereof materiality or material adverse effect shall be true and correct on in all material respects when made and as of the date Closing Date as though made and on and as of the Closing Date; the . (iv) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants and agreements and satisfied all conditions on its part required by this Agreement to be performed or satisfied hereunder at or prior to complied with by the Company and its subsidiary by the Closing Date; and subsequent to the Balance Sheet Date. (v) There shall not have occurred since September 30, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have 2002 a Material Adverse Effect. (cvi) The sale There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Shares hereunder shall not be enjoined (temporarily or permanently) Purchasers, has a reasonable likelihood of having a material adverse effect on the Closing Datecondition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (d) Subsequent to the Balance Sheet Date, none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (evii) The Purchasers shall have received a certificate copies of the Companyloan agreement, dated the Closing Datepromissory note and other agreements and documents securing, signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer, evidencing or otherwise relating to the effect that: (i) The representations Credit Agreements, which shall be in form and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied all conditions on its part substance satisfactory to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently)Cerberus. (fviii) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xi) The Company shall have obtainedfiled the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with financially sound the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and reputable insurers, directors' EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiii) Cerberus and officers' liability insurance in the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $38,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall have been purchased by the Management Members. (xiv) Each of the Purchaser Nominees Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form of attached hereto as Exhibit C heretoE and Exhibit L and performed their respective obligations thereunder. (gxv) Prior to the Closing Date, (i) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall not have been suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Agreement, shall not have been imposed Certain Management Members agreed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they Cerberus shall have heretofore reasonably requested from executed and delivered the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Promissory Notes. (xvi) The Company and Addison shall have adopted the Bonus Plans. (xvii) Each participant in the Bonus Plans shall have executed a Participation Agreement will comply with in the provisions hereof only if they are reasonably satisfactory in all material respects form attached as Exhibit B to the Purchasers Bonus Plans. (xviii) The Company and counsel for each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xix) The Company, the Purchasers, the Participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xx) The Company and each of Xxxxxxx X.

Conditions to the Obligations of the Purchasers. The obligations of each obligation of the Purchasers to purchase and pay for the Purchased Shares shall, in its sole discretion, at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction of (or waiver by the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or prior to the Closing): (aPurchasers) On the Closing Date, the Purchasers shall have received the opinion, dated as of the Closing Date and addressed to of the Purchasers, of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Purchasers, to the effect thatfollowing conditions: (i) The Company is a corporation duly incorporatedMerger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, validly existing and in good standing Inc. under the laws Merger Agreement shall have been satisfied or, with the consent of Delaware Purchasers, waived pursuant to the terms therein, and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in acquisition contemplated by the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to Merger Agreement shall be so qualified or in good standing would not, individually or in consummated immediately following the aggregate, have a Material Adverse EffectClosing. (ii) The execution, delivery and performance by Purchaser shall have received the Company of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company closing deliveries described in accordance with its terms, except that (iSection 2(e) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerationshereof. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by as to materiality or Material Adverse Effect material adverse effect shall be have been true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on when made and as of the Closing Date as if though made on and as of the Closing Date; the statements representations and warranties of the Company's officers Company made pursuant in this Agreement that are not qualified as to any certificate delivered in accordance with the provisions hereof materiality or material adverse effect shall be true and correct on in all material respects when made and as of the date Closing Date as though made and on and as of the Closing Date; the . (iv) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants and agreements and satisfied all conditions on its part required by this Agreement to be performed or satisfied hereunder at or prior to complied with by the Company and its subsidiary by the Closing Date; and subsequent to the Balance Sheet Date. (v) There shall not have occurred since September 30, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have 2002 a Material Adverse Effect. (cvi) The sale There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Shares hereunder shall not be enjoined (temporarily or permanently) Purchasers, has a reasonable likelihood of having a material adverse effect on the Closing Datecondition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (d) Subsequent to the Balance Sheet Date, none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (evii) The Purchasers shall have received a certificate copies of the Companyloan agreement, dated the Closing Datepromissory note and other agreements and documents securing, signed on behalf of the Company by its Chief Executive Officer and its Chief Financial Officer, evidencing or otherwise relating to the effect that: (i) The representations Credit Agreements, which shall be in form and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior substance satisfactory to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently)Purchasers. (fviii) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and the Purchasers. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xi) The Company shall have obtainedfiled the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with financially sound the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and reputable insurersEXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiii) The Management Members, directors' Friends and officers' liability insurance in Family LLC and the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each executed and delivered the Management Purchase Agreements and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $63,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall have been purchased by the Management Members. (xiv) Each of the Purchaser Nominees Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form of attached hereto as Exhibit C heretoE and Exhibit K and performed their respective obligations thereunder. (gxv) Prior to If an Institutional Investor and the Closing Date, (i) trading in securities generally on either the New York Company shall have executed an Institutional Investor Stock Exchange or the Nasdaq Stock Market shall not have been suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Purchase Agreement, the Company and such Institutional Investor shall not have been imposed executed and delivered such Institutional Investor Stock Purchase Agreement and performed their respective obligations thereunder. (xvi) Certain Management Members agreed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers Company and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters executed and schedules or instruments relating delivered the Promissory Notes. (xvii) The Company and Addison shall have adopted the Bonus Plans. (xviii) Each participant in the Bonus Plans shall have executed and delivered a Participation Agreement in the form attached as Exhibit B to the business, corporate, legal Bonus Plans. (xix) The Company and financial affairs each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xx) The Company, the Purchasers, the participating Management Members, the Institutional Investors and Friends and Family LLC shall have executed the Registration Rights Agreement. (xxi) The Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Purchasers and counsel for the Purchasers.each of Xxxxxxx X.

Conditions to the Obligations of the Purchasers. The obligations of each obligation of the Purchasers to purchase and pay for consummate the Shares shall, in its sole discretion, be transactions contemplated by this Agreement is subject to the satisfaction fulfillment (or waiver) on or before the Closing Date of the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or prior to the Closing):following: (a) On the Closing Date, the Purchasers shall have received the opinion, dated as Each of the Closing Date and addressed to the Purchasers, of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Purchasers, to the effect that: (i) The Company is a corporation duly incorporated, validly existing and in good standing under the laws of Delaware and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect. (ii) The execution, delivery and performance by the Company of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in accordance with its terms, except that (i) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerations. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect shall be true and correct in all respects and the representations and warranties of the Company contained in this Agreement and in each of the other Transaction Documents that are not so qualified modified by materiality or Material Adverse Effect qualifiers shall be true and correct in all material respects, in each case on and as of the date hereof when made and on and as of the Closing Date as if made on and as of the Closing Date; the statements of the Company's officers made pursuant Date (unless stated to any certificate delivered relate to a specific earlier date, in accordance with the provisions hereof which case such representations and warranties shall be true and correct on and as of such earlier date), and each of the date representations and warranties of the Company in this Agreement and in each of the other Transaction Documents that are not so qualified as to materiality or Material Adverse Effect shall be true and correct in all material respects when made and on and as of the Closing Date as if made on and as of the Closing Date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). (b) The Company and its Subsidiaries, to the extent parties hereto or thereto, shall each have performed and complied in all material respects with all agreements and covenants contained in this Agreement and each of the other Transaction Documents required to be performed or complied with by it prior to or at the Closing (or such compliance shall have been waived on terms and conditions reasonably satisfactory to each Purchaser) and, after giving effect to the issue and sale of the Notes and the other Transactions (and the application of the proceeds thereof as contemplated by this Agreement and the other Transaction Documents), no Default or Event of Default shall have occurred and be continuing, and no default or event of default shall have occurred and be continuing under any of the other Transaction Documents. (c) The Company shall have delivered to each Purchaser an Officer’s Certificate, dated as of the Closing Date; , in the form previously agreed to by the parties, certifying as to the Company’s organizational documents and resolutions attached thereto, the incumbency and signatures of certain officers of the Company and other corporate proceedings of the Company relating to the authorization, execution and delivery of the Notes, this Agreement and the other Transaction Documents to which the Company is a party and that the conditions specified in Section 3.2 (other than Section 3.2(d)) have been fulfilled, except as to matters which require the approval or satisfaction of each Xxxxxxxxx. (x) Xxxxxx, Xxxx & Xxxxxxxx LLP, New York counsel for the Company, shall have furnished to each Purchaser its written opinion, dated the Closing Date, in the form previously agreed to by the parties. (e) On the Closing Date the Company shall have performed all covenants delivered to the Purchasers the entire $20,000,000 original principal amount of Notes. (f) Except as disclosed in the reports, notices, prospectuses, registration statements and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or other filings which the Company has filed with the Commission prior to the Closing Date; and subsequent to the Balance Sheet Datedate of this Agreement, there shall have been no event or development, and no information events shall have become knownoccurred since December 31, that2008, which, individually or in the aggregate, has had or would reasonably be reasonably likely expected to have a Material Adverse Effect. (c) The sale material adverse effect on the assets, liabilities, results of operations, financial condition or business of the Shares hereunder shall not be enjoined (temporarily or permanently) on the Closing Date. (d) Subsequent to the Balance Sheet DateCompany and its Subsidiaries, taken as a whole; provided that none of the following shall, in any case, be deemed to constitute a material adverse effect, nor shall any of the following be considered in determining whether a material adverse effect has occurred: (i) changes (x) in economic, financial market, regulatory or political conditions generally or (y) generally affecting the building products/siding and windows industry or principal markets in which the Company or any of its Subsidiaries conducts business that, in the Subsidiaries shall have sustained case of clause (y), do not adversely affect the Company and its Subsidiaries, taken as a whole, disproportionately to other companies in the building products/siding and windows industry, (ii) changes in laws, rules, regulations, or orders of any loss Governmental Authority or interference with respect to its business interpretations thereof by any Governmental Authority or properties from firechanges in accounting requirements or principles, flood(iii) the announcement or pendency of the Transactions, hurricaneor (iv) any natural disaster or any act of terrorism, accident sabotage, military action or other calamity, war (whether or not covered by insurance, declared) or from any strike, labor dispute, slow down escalation or work stoppage or from any legal or governmental proceeding, order or decreeworsening thereof; in each case, which loss or interferencedo not adversely affect the Company and its Subsidiaries, individually or in the aggregatetaken as a whole, has or would be reasonably likely disproportionately to have a Material Adverse Effectother Persons affected thereby. (eg) All corporate, limited liability company and other proceedings in connection with the Transactions, and all documents and instruments incident thereto and the terms thereof, shall be reasonably satisfactory to each Purchaser and the Purchasers’ special counsel, and each Purchaser and the Purchasers’ special counsel shall have received all such certified or other copies of such documents as it or they may reasonably request. (h) The issuance of the Notes by the Company shall not violate any provision of the Existing Company Notes Indenture or the Existing AMH Indenture and no default or event of default shall occur thereunder as a result thereof. (i) Each Purchaser shall have received true and correct copies of all Transaction Documents and such documents (i) shall have been duly executed and delivered by the parties thereto, (ii) shall be in form and substance reasonably satisfactory to each Purchaser and the Purchasers’ special counsel and (iii) shall be valid and binding obligations of the parties thereto, enforceable against each of them in accordance with its respective terms, subject to the Enforceability Exceptions. (j) The Purchasers shall have received from the Company or a certificate of the Company, dated the Closing Date, signed on behalf Subsidiary of the Company by its Chief Executive Officer and its Chief Financial Officera payment in cash equal, to the effect that: (i) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would to $1,500,000 by wire transfer of immediately available funds according to the wire transfer instructions set forth on Schedule 2.2 (which payment shall be reasonably likely apportioned pro rata between the Purchasers according to have a Material Adverse Effect; and (iii) The sale the principal amount of the Shares hereunder has not been enjoined (temporarily or permanentlyNotes purchased by each Purchaser as set forth on Schedule 2.2). (f) The Company shall have obtained, with financially sound and reputable insurers, directors' and officers' liability insurance in the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each of the Purchaser Nominees substantially in the form of Exhibit C hereto. (g) Prior to the Closing Date, (i) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall not have been suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Agreement, shall not have been imposed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Purchasers and counsel for the Purchasers.

Conditions to the Obligations of the Purchasers. The obligations of each obligation of the Purchasers to purchase and pay for the Purchased Shares shall, in its sole discretion, at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction of (or waiver by the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or prior to the Closing): (aPurchasers) On the Closing Date, the Purchasers shall have received the opinion, dated as of the Closing Date and addressed to of the Purchasers, of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Purchasers, to the effect thatfollowing conditions: (i) The Company is a corporation duly incorporatedMerger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, validly existing and in good standing Inc. under the laws Merger Agreement shall have been satisfied or, with the consent of Delaware Purchasers, waived pursuant to the terms therein, and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in acquisition contemplated by the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to Merger Agreement shall be so qualified or in good standing would not, individually or in consummated immediately following the aggregate, have a Material Adverse EffectClosing. (ii) The execution, delivery and performance by Purchaser shall have received the Company of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company closing deliveries described in accordance with its terms, except that (iSection 2(e) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerationshereof. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by as to materiality or Material Adverse Effect material adverse effect shall be have been true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on when made and as of the Closing Date as if though made on and as of the Closing Date; the statements representations and warranties of the Company's officers Company made pursuant in this Agreement that are not qualified as to any certificate delivered in accordance with the provisions hereof materiality or material adverse effect shall be true and correct on in all material respects when made and as of the date Closing Date as though made and on and as of the Closing Date. (iv) The representations and warranties of EXCO in the Merger Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time; the representations and warranties of EXCO in the Merger Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time. (v) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants and agreements and satisfied all conditions on its part required by this Agreement to be performed or satisfied hereunder at or prior to complied with by the Company and its subsidiary by the Closing Date; and subsequent to the Balance Sheet Date. (vi) There shall not have occurred since September 30, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have 2002 a Material Adverse Effect. (cvii) The sale There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Shares hereunder shall not be enjoined (temporarily or permanently) Purchasers, has a reasonable likelihood of having a material adverse effect on the Closing Datecondition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (d) Subsequent to the Balance Sheet Date, none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (eviii) The Purchasers shall have received a certificate copies of the Companyloan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to the Purchasers. (ix) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Closing DateCommitment Letter, signed on behalf of terms and conditions reasonably satisfactory to the Company by its Chief Executive Officer and its Chief Financial Officer, to the effect that:Purchasers. (ix) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects EXCO and the representations EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and warranties of the Company contained in this Agreement that are not so qualified are true approvals, governmental and correct in all material respectsotherwise, in each case on connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (xi) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of the date hereof and on and as of the Closing Date, Original Purchase Agreement on the terms and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth were then in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently)effect. (fxii) The Company shall have obtainedfiled the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xiii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with financially sound the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and reputable insurersEXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiv) The Management Members, directors' Friends and officers' liability insurance in Family LLC and the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each executed and delivered the Management Purchase Agreements and shall have purchased shares of Class A Common Stock at a purchase price of $1.50 per share for an aggregate investment of not less than $12,400,000 and not more than $38,500,000 in the aggregate pursuant to such agreements, of which at least $12,400,000 of such shares shall have been purchased by the Management Members. (xv) Each of the Purchaser Nominees Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form of attached hereto as Exhibit C heretoE and Exhibit K and performed their respective obligations thereunder. (gxvi) Prior to If an Institutional Investor and the Closing Date, (i) trading in securities generally on either the New York Company shall have executed an Institutional Investor Stock Exchange or the Nasdaq Stock Market shall not have been suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Purchase Agreement, the Company and such Institutional Investor shall not have been imposed executed and delivered such Institutional Investor Stock Purchase Agreement and performed their respective obligations thereunder. (xvii) Certain Management Members agreed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers Company and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters executed and schedules or instruments relating delivered the Promissory Notes. (xviii) The Company and Addison shall have adopted the Bonus Plans. (xix) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the business, corporate, legal Bonus Plans. (xx) The Company and financial affairs each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xxi) The Company, the Purchasers, the participating Management Members, the Institutional Investors and Friends and Family LLC shall have executed the Registration Rights Agreement. (xxii) The Company and the Subsidiaries as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the provisions hereof only if they are reasonably satisfactory in all material respects to the Purchasers and counsel for the Purchasers.each of Xxxxxxx X.

Conditions to the Obligations of the Purchasers. The obligations obligation of each of the Purchasers to purchase and pay for its Purchased Shares at the Shares shall, in its sole discretion, Closing and the other obligations of each Purchaser hereunder required to be performed on the Closing Date shall be subject to the satisfaction of the following conditions at (or prior to the Closing (unless expressly waived in writing waiver by such Purchasers at or prior to the Closing): (aPurchaser) On the Closing Date, the Purchasers shall have received the opinion, dated as of the Closing Date and addressed to of the Purchasers, of Xxxxx, Xxxxxxx & Xxxxxxxxx, counsel for the Company, in form and substance satisfactory to counsel for the Purchasers, to the effect thatfollowing conditions: (i) The Company is a corporation duly incorporatedMerger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, validly existing and in good standing Inc. under the laws Merger Agreement shall have been satisfied or, with the consent of Delaware such Purchaser, waived pursuant to the terms therein, and has all corporate powers and all governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the absence of which would not, individually or in acquisition contemplated by the aggregate, have a Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, except for those jurisdictions where failure to Merger Agreement shall be so qualified or in good standing would not, individually or in consummated immediately following the aggregate, have a Material Adverse EffectClosing. (ii) The execution, delivery and performance by Purchaser shall have received the Company of this Agreement are within the Company's corporate powers and have been duly authorized by all necessary corporate action on the part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company closing deliveries described in accordance with its terms, except that (iSection 2(e) the enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerationshereof. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified by as to materiality or Material Adverse Effect material adverse effect shall be have been true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on when made and as of the Closing Date as if though made on and as of the Closing Date; the statements representations and warranties of the Company's officers Company made pursuant in this Agreement that are not qualified as to any certificate delivered in accordance with the provisions hereof materiality or material adverse effect shall be true and correct on in all material respects when made and as of the date Closing Date as though made and on and as of the Closing Date. (iv) The representations and warranties of EXCO in the Merger Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time; the representations and warranties of EXCO in the Merger Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time. (v) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants and agreements and satisfied all conditions on its part required by this Agreement to be performed or satisfied hereunder at or prior to complied with by the Company and its subsidiary by the Closing Date; and subsequent to the Balance Sheet Date. (vi) There shall not have occurred since September 30, there shall have been no event or development, and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have 2002 a Material Adverse Effect. (cvii) The sale There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the Shares hereunder shall not be enjoined (temporarily transactions contemplated by the Merger Agreement) which relates to the Transactions or permanently) which, in the reasonable judgment of such Purchaser, has a reasonable likelihood of having a material adverse effect on the Closing Datecondition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (dviii) Subsequent The Purchaser shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Balance Sheet DateCredit Agreements, none of which shall be in form and substance satisfactory to Cerberus. (ix) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company or any of and Cerberus Capital Management, L.P. (x) EXCO and the EXCO Subsidiaries shall have sustained any loss or interference obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with respect to this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its business or properties from firesubsidiaries, floodand such material licenses, hurricanewaivers, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or consents and approvals shall be in the aggregate, has or would be reasonably likely to have a Material Adverse Effectfull force and effect. (exi) The Purchasers EXCO and the EXCO Subsidiaries shall have received a certificate of the Company, dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer maintained in full force and its Chief Financial Officer, to the effect that: (i) The representations and warranties of the Company contained all insurance policies in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are true and correct in all material respects, in each case on and effect as of the date hereof of this Agreement on the terms and on and conditions as of the Closing Date, and the Company has performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (ii) At the Closing Date, since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth are currently in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently)effect. (fxii) The Company shall have obtainedfiled the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xiii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with financially sound the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and reputable insurers, directors' EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiv) Cerberus and officers' liability insurance in the amount of coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with each executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock at a purchase price of $1.50 per share for an aggregate investment of not less than $106,500,000 and the Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock at a purchase price of $1.50 per share for an aggregate investment of not less than $12,400,000 and not more than $38,500,000 pursuant to such agreements, of which at least $12,400,000 of such shares shall have been purchased by the Management Members. (xv) Each of the Purchaser Nominees Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form of attached hereto as Exhibit C heretoE and Exhibit L and performed their respective obligations thereunder. (gxvi) Prior to the Closing Date, (i) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall not have been suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Agreement, shall not have been imposed Certain Management Members agreed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (ii) trading in the Common Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the business, corporate, legal and financial affairs of the Company and the Subsidiaries as they Cerberus shall have heretofore reasonably requested from executed and delivered the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Promissory Notes. (xvii) The Company and Addison shall have adopted the Bonus Plans. (xviii) Each participant in the Bonus Plans shall have executed a Participation Agreement will comply with in the provisions hereof only if they are reasonably satisfactory in all material respects form attached as Exhibit B to the Purchasers Bonus Plans. (xix) The Company and counsel for each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xx) The Company, the Purchasers, the participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xxi) The Company and each of Xxxxxxx X.