Common use of Conditions to the Purchaser’s Obligations Clause in Contracts

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The Purchaser’s obligations of the Purchasers to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction due performance by the District of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy and completeness of the following conditions on or before District’s representations and warranties contained herein, as of the date hereof and as of the Closing DateTime, and are also subject to the following conditions: (a) The Bonds and the representations Resolution shall have been duly authorized, executed and warranties set forth herein or incorporated by reference delivered in Article III hereof and in any writing delivered the form heretofore approved by the Company pursuant hereto will Purchaser with only such changes therein as shall be true mutually agreed upon by the Purchaser and correct the District. (b) At the Closing Time, the Purchaser shall receive: (1) The opinion, in all material respects at form and substance satisfactory to the Purchaser, dated as of the Closing Date, of Xxxxxxx & Xxxx, P.C., Bond Counsel, relating to the valid authorization and issuance of the Bonds, the due authorization and adoption of the Resolution by the Board of Education of the District and the exemption of interest on the Bonds from federal income taxation and from income taxation by the State of Missouri; (2) Executed copies of the Transaction Documents and the Bonds, together with a certificate dated the Closing Date to the effect that the Resolution has not been modified, amended or repealed; (3) A certificate of the District, satisfactory in form and substance to the Purchaser, dated as of the Closing Date; (b4) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior A completed Form 8038-G (Information Return for Tax-Exempt Governmental Obligations) relating to the ClosingBonds; (c5) Evidence that the Company Bonds are rated “AA+” (Program Rating) and “AA-” (Underlying Rating) by Standard & Poor’s based on the Purchasers shall have entered into a registration rights agreement with respect to creditworthiness of the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;District; and (d6) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all Such additional certificates, opinions, instruments legal and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required listed on a closing agenda to be delivered approved by Bond Counsel and the Company in accordance Purchaser, as the Purchaser may reasonably request to evidence performance or compliance with the Credit Agreement; (g) all consents provisions hereof and waivers by third parties that are required for the consummation of the transactions contemplated hereby and by the performance of the Company's obligations set forth Resolution, or as Bond Counsel shall require in the Warrant order to render its opinion, all such certificates and the Registration Rights Agreement shall have been obtained other than those the failure of which documents to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations satisfactory in form and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory substance to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersPurchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate purchase the transactions contemplated Series A Preferred to be purchased by this Agreement are it hereunder is subject to the satisfaction satisfaction, on or prior to the Closing Date, of the following conditions on or before the Closing Dateconditions: (a) the representations and warranties set forth of the Issuer contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at on and as of the Closing Date; (b) the Company will Issuer shall have performed and complied in all material respects with each of the all covenants and agreements required by this Agreement to be performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the ClosingClosing Date; (c) the Company and the Purchasers Securityholders Agreement shall have entered into a registration rights agreement with respect been executed and delivered by the parties thereto other than the Purchaser, the conditions to effectiveness to the Underlying Common Stock (Securityholders Agreement of each of the "Registration Rights Agreement") substantially parties thereto other than the Purchaser shall have been satisfied and, assuming due execution and delivery by the Purchaser, the Securityholders Agreement shall be in the form set forth in EXHIBIT B attached heretofull force and effect; (d) each the Purchaser shall have received a certificate dated the Closing Date signed by an executive officer of the conditions which are required Issuer to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof effect set forth in subsections (the "Credit Agreement"a), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"b), NationsBank, National Association ("NationsBank"e), and Key Corporate Capital Inc. ("Key") g), (GE Capital, NationsBank and Key, collectively referred to as the "Lenders"k) and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)(n) of this Section 5.01; (e) the Purchasers Issuer shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby obtained any and all certificatesmaterial consents, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required permits necessary for the consummation of the transactions contemplated hereby; (f) the Purchaser's purchase of and payment for the Series A Preferred shall not be prohibited by any applicable law, if anycourt order or governmental regulation or any contract, will agreement, document or other instrument by which the Purchaser is bound; (g) as of the date of the Closing, there shall not have occurred and be continuing a Change of Control (as defined in the Certificate of Amendment); (h) the Purchaser shall have received, contemporaneously with the Closing, a duly executed certificate representing the Series A Preferred being purchased by the Purchaser pursuant hereto; (i) the Purchaser shall have received an opinion from Xxxxxxx, Xxxx & Xxxxx LLP, special counsel to the Issuer, dated the Closing Date, substantially in the form of Exhibit B-1 hereto; (j) the Purchaser shall have received opinions from U.S., U.K. and Belgian regulatory counsel to the Issuer, dated the Closing Date, substantially in the form of Exhibit X-0, X-0 and B-3, respectively, hereto; (k) to the knowledge of the Issuer, there shall not on the Closing Date be any impediment to the contemplated relationship between the Issuer and Telco Investments Limited, a United Kingdom corporation ("Telco U.K."); (l) the Certificate of Amendment shall have been duly made adopted and obtained filed with the Secretary of State of the State of New York and shall be in full force and effect; (m) the Purchaser shall have received all waiting periods will have expired on terms documents reasonably requested by its counsel relating to the existence of the Issuer, the corporate authority for entering into, and the validity of, this Agreement and any other matters relevant hereto and thereto, all in form and substance reasonably satisfactory to the Purchasers other than those filingssuch counsel; and (n) all investments, authorizations or approvals the absence of which would not, individually or loans and capital contributions by any Person in the aggregate, Issuer shall have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant been documented and the Registration Rights Agreement. Any condition such documentation shall have been provided to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersPurchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are Closing is subject to the satisfaction of each of the following additional conditions on or before as of immediately prior to the Closing DateClosing: (ai) The representations and warranties of the Sellers made in ARTICLE 4 hereof (other than the representations and warranties set forth herein or incorporated by reference in Article III SECTION 4E(vi) hereof to the extent relating to the period between the date of this Agreement and in any writing delivered by the Company pursuant hereto will Closing Date) shall be true and correct in all material respects at (except for such representations and warranties that are qualified by their terms by a reference to materiality, which representations and warranties as so qualified, shall be true and correct in all respects) on and as of the Closing Date, as though made on and as of the Closing Date, except for representations and warranties that speak as of a specific date or time (which need only be true and correct as of such date or time), and the Sellers shall have performed or complied with all obligations and covenants required by this Agreement to be performed or complied with by the Sellers by the time of the Closing; and the Sellers shall have delivered to the Purchaser a certificate in the form of EXHIBIT 2B(i) attached hereto dated the Closing Date and signed by a senior executive officer of each of the Sellers on behalf of the Sellers confirming the foregoing; (bii) BC and/or one or more of its Subsidiaries (as designated by BC) shall have executed and delivered to the Company will have performed and complied in all material respects with Purchaser each of the covenants and supply agreements required to be performed by it under this Agreement and the agreements and documents referenced in EXHIBIT 2B(ii) attached hereto as Exhibits prior to (the Closing"SUPPLY AGREEMENTS"), and each of the Supply Agreements shall be in full force and effect; (ciii) [intentionally omitted]; (iv) All guarantees to which any of the Company Target Companies is party under the Senior Credit Facility, the Indenture or otherwise shall be released effective as of the Closing (including by operation of the terms of any such guarantee), all Liens on the Target Companies Equity Interests shall have been released effective as of the Closing, and all Liens (other than Permitted Encumbrances) on the Timberlands Assets owned by the Target Companies being transferred hereunder and the Purchasers Additional Timberlands Assets shall have entered into been released effective as of the Closing; PROVIDED that, if the Asset Purchase Option is elected, it shall not be a registration rights agreement condition that the guarantees of Boise Louisiana Land & Timber, L.L.C. under the Senior Credit Facility and the Indenture be released (with it being understood that, from and after the date that the sublessor elects to acquire or BL&T elects to sell, Boise Louisiana Land & Timber, L.L.C. to the sublessor or its designee, in accordance with the La Bokay Sublease, the Sellers shall cause that such guarantees under the Senior Credit Facility and the Indenture be released); (v) The other parties to the Material Contracts listed on SECTION 2B(v) of the Seller Disclosure Letter shall have consented to the assignment of such Material Contracts to the Purchaser or the Target Companies; (vi) Each of the Sellers shall have delivered a duly executed affidavit of non-foreign status under Section 1445 of the Code; (vii) Sellers shall have delivered to the Purchaser the original minute books and equity transfer records of each of the Target Companies being transferred hereunder; (viii) Since the date of this Agreement, there shall not have occurred any damage, destruction or casualty loss ("CASUALTY LOSSES") in excess of $32,000,000 with respect to the Underlying Common Stock Timberlands Properties that is not covered by insurance; PROVIDED that if the Purchaser hereunder determines that the conditions set forth in this SECTION 2B(viii) have not been satisfied, at least two (2) business days prior to terminating this Agreement, the "Registration Rights Agreement"Purchaser shall give written notice of such fact to the Sellers and the Purchaser may not terminate this Agreement (and the conditions set forth in this SECTION 2B(viii) substantially shall be deemed satisfied), if, prior to 11:59 p.m. on the second business day after receipt of such notice, the Sellers agree to reduce the Purchase Price in an aggregate amount equal to the amount by which the Casualty Losses arising since the date of this Agreement exceeds $32,000,000; PROVIDED further that for purposes of this SECTION 2B(viii), (A) in determining the amount of Casualty Losses, the Timberlands Properties and the Timberlands Inventories shall be valued on a basis consistent with the valuation methodology used by the parties in determining the Purchase Price hereunder and (B) in no event shall Purchaser be obligated to consummate the Closing if such Casualty Losses arising since the date of this Agreement exceed $100,000,000 in the aggregate; (ix) Purchaser shall have received from the Title Company (and Sellers shall provide the Title Company such affidavits or other instruments as the Title Company may reasonably require to issue) ALTA Owner's Title Insurance Policies, 1992 Form (which may be in the form set forth in EXHIBIT B attached hereto; (d) of a xxxx-up or a pro forma of the Title Commitments, signed by the Title Company), with gap coverage through the Closing Date and extended coverage over each of the conditions which are required general exceptions (other than the survey exceptions), subject only to be satisfied pursuant Permitted Encumbrances, in the amount of the Purchase Price, in accordance with the Title Commitments, insuring the fee simple title of the Target Companies to Section 2 each of that certain Credit Agreementthe Owned Timberlands Properties or the leasehold interest of the Target Companies in each of the Leased Timberlands Properties (as the case may be), dated as of the date hereof Closing Date, together with a copy of all documentary exceptions referenced therein and the following endorsements to the extent available in the applicable jurisdiction: "Fairway" endorsements, modified "Comprehensive" endorsements, tax lot, "tie-in" and non-imputation endorsements (the "Credit Agreement")Title Commitments, among together with the Companyforegoing endorsements, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively being referred to herein as the "LendersTITLE POLICIES") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (ex) the Purchasers Sellers (or Affiliates thereof, as applicable) shall have received executed an opinion, dated agreement providing for an easement in favor of the Closing Date, of counsel to the applicable Target Company, which counsel is experienced in transactions of the type contemplated hereby its Affiliates, successors and in the form and substance reasonably satisfactory to the Purchasers; assigns over roads on property owned by Sellers (for Affiliates thereof, as applicable) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to Purchaser and Sellers. The easement shall provide that the Purchasers other than those filingsgrantee thereunder shall (i) promptly repair, authorizations in a good and workmanlike and lien-free manner, any damage to the easement area caused by the actions or approvals omissions of the absence grantee, its agents, contractors, employees or representatives, and (ii) indemnify and hold harmless the grantor for all losses, costs, expenses or claims (including reasonable attorneys' fees) suffered or incurred by the grantor and which arise in any manner from the actions or omissions of which would notthe grantee, individually its agents, contractors, employees or representatives in connection with the exercise of the grantee's rights thereunder; (xi) Purchaser shall have received from FPH and the Sellers, that certain indemnification side letter substantially in the aggregate, form of EXHIBIT 2B(xi) attached hereto (the "INDEMNIFICATION SIDE LETTER"); and (xii) Purchaser shall have a Material Adverse Effect or adverse effect on received from the performance Sellers good standing certificates for each of obligations under the Warrant and Target Companies from the Registration Rights AgreementSecretary of State for the State of Delaware. Any condition to the obligations of the Purchasers specified in this Section 2.1 SECTION 2B may be waived in writing prior to Closing only by a written instrument signed by the PurchasersPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions on or before as of the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof Section 3.06(a), the Specified Company Fundamental Representations and the Seller Fundamental Representations will be true and correct at and as of the time of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties that address matters as of any other particular date (in any writing delivered by which case such representations and warranties shall have been true and correct as of such particular date); (b) the remaining Company pursuant hereto Fundamental Representations will be true and correct in all material respects at and as of the time of the Closing, as if made on the Closing Date; Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, except for those representations and warranties that address matters as of any other particular date (b) the Company will in which case such representations and warranties shall have performed been true and complied correct in all material respects with each as of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closingsuch particular date); (c) the Company remaining representations and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially warranties contained in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to Article III and Article IV will be satisfied pursuant to Section 2 of that certain Credit Agreement, dated true and correct at and as of the time of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date hereof of this Agreement throughout such representations and warranties (the "Credit Agreement"in each case without giving effect to any materiality or “Company Material Adverse Effect” qualifier set forth therein), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation except ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key"i) (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties extent that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which such representations and warranties to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations true and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would correct has not, individually or in the aggregate, have caused, and would not reasonably be expected to cause, a Company Material Adverse Effect and (ii) for those representations and warranties that address matters as of any other particular date (in which case such representations and warranties shall have been true and correct as of such particular date, except to the extent that the failure of such representations and warranties to have been true and correct has not, individually or adverse in the aggregate, caused, and would not reasonably be expected to cause, a Company Material Adverse Effect); (d) the Trilogy Parties and the Sellers shall have performed in all material respects all of the covenants and agreements (other than Section 6.11(a)(i), (ii) and (iv), which the Company and the Sellers shall have performed in all respects) required to be performed by them under this Agreement at or prior to the Closing; (i) the applicable waiting periods (and any extensions thereof) under the HSR Act (if a filing thereunder is required) shall have expired or been terminated, (ii) all notifications to, and Consents or filings with, the Governmental Entities set forth on Schedule 2.01(e)(ii) shall have been obtained or made, as applicable and (iii) all notifications to, and Consents or filings with, the third parties set forth on Schedule 2.01(e)(iii) shall have been obtained or made, as applicable, shall remain in full force and effect on and shall not be subject to any Action relating to the validity or enforceability of any such notifications or Consents; (f) (i) no judgment, decree or order (whether temporary, preliminary or permanent) shall have been entered and (ii) no Action shall have been commenced by any Governmental Entity, which Action is pending, in each case of clauses (i) and (ii) which would prevent the performance of obligations this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; (g) (i) the Escrow Agent and the Representative shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser, (ii) each Seller shall have executed and delivered signatures to this Agreement to the Purchaser, (iii) the Company shall have delivered to the Purchaser the Payoff Letters duly executed by the lenders under the Warrant Funded Indebtedness to which such Payoff Letters relate and (iv) the Trilogy Parties shall have delivered to the Purchaser evidence of termination of Related Party Transactions pursuant to Section 6.08 and resignations pursuant to Section 6.09; (h) the Pre-Closing Reorganization shall have been consummated in accordance with Section 1.01; (i) the Trilogy Parties shall have delivered to the Purchaser each of the following: (i) a certificate of each Trilogy Party in the form set forth in Exhibit D, dated as of the Closing Date, stating that the preconditions specified in subsections (a) through (d) and (o) of this Section 2.01, as they relate to such Trilogy Party, and, in the case of the Company, subsection (j) of this Section 2.01, have been satisfied; (ii) certified copies of the Organizational Documents of each Trilogy Party; (iii) certified copies of the resolutions duly adopted by the managing member of each Trilogy Party authorizing the execution, delivery and performance of this Agreement and the Registration Rights Agreement. Any condition Other Agreements, and the consummation of the Contemplated Transactions; (iv) no later than three (3) Business Days prior to the obligations Closing Date, a certificate of the Purchasers Chief Financial Officer of Trilogy Holdings (on behalf of the Company) certifying the amounts of the Transaction Expenses to be paid by the Purchaser pursuant to clause (f) of Section 1.05, as well as the Closing Capitalized Lease Obligations (the “CFO Fee Statement”); and (v) (A) certified copies of the resolutions evidencing that all approvals of the managers and members of the Company and TMH required for the Merger have been obtained, (B) the Merger Agreement, duly executed by the Company and TMH and (C) the Certificate of Merger, executed in accordance with the applicable provisions of the DLLCA; (j) there shall not have occurred any Company Material Adverse Effect during the period from the date hereof to the Closing; (k) each Seller shall have delivered to the Purchaser each of the following: (i) a certificate of such Seller in the form set forth in Exhibit E, dated as of the Closing Date, stating that the preconditions specified in subsections (a) through (d) of this Section 2.01, as they relate to such Seller, have been satisfied; and (ii) in the case of the Blocker Seller, certified copies of its Organizational Documents; (l) the Blocker Seller shall have delivered to the Purchaser (in form and substance acceptable to the Purchaser) a certificate of non-foreign status, in the form provided in Treasury Regulation section 1.1445-2(b)(2)(iv), issued pursuant to and in compliance with (including the making of any required filings with the IRS) Treasury Regulation section 1.1445-2(b)(2), certifying that the Blocker Seller is not a foreign person within the meaning of Treasury Regulation section 1.1445-2(b)(2); (m) (i) all necessary consents under the Leases referenced at item 2 of Schedule 2.01(e)(iii) (Mainstreet Property Group) and under the management agreements referenced at item 8 of Schedule 2.01(e)(iii) (the “Mainstreet Consents”) shall have been obtained, shall remain in full force and effect and shall not be subject to any Action relating to the validity or enforceability of any such consent, (ii) concurrently with the Closing (using proceeds from the Closing), an entity controlled by Xxxxxxx Xxxxxxx and Blocker Seller (or its Affiliates other than the Trilogy Parties or their respective Subsidiaries) will acquire the Equity Interests held by Mainstreet Property Group, LLC (or its Affiliates) in RHS Partners, LLC, (iii) the Trilogy Parties and their Subsidiaries shall collectively own, directly or indirectly, no more than fifty percent (50%) of the capital interests and no more than fifty percent (50%) of the profits interests of RHS Partners, LLC and its Subsidiaries and (iv) all of the Leases to which any of the Subsidiaries of RHS Partners, LLC are party as of the date hereof shall remain in full force and effect provided, that any such Leases for properties acquired by Health Care REIT, Inc. or its Affiliates shall be consolidated into a single master lease covering all such properties; (n) Xxxxxxx Xxxxxxx shall remain actively employed by, and actively involved on a full-time basis in the senior management of, Trilogy Management Services LLC; and (o) (i) no event of default under any HUD Loans shall have occurred, and no lender thereunder shall have delivered notice of the occurrence of any default under the HUD Loans and (ii) the Debt Financing shall not be unavailable as a result of any inaccuracy in or breach of any representation or warranty contained in Article III or Article IV that would result in a failure of any of the conditions set forth in Section 2.01(a), (b) or (c) to be satisfied if the Closing were to occur on such date that the Debt Financing would otherwise have closed (including both the "Closing Date" (as defined in the Debt Commitment Letter) and the Closing Date). (p) all Consents of the third parties set forth on Schedule 2.01(p) (each a “County Hospital Partner”) shall have been obtained; provided, however, that if the Company determines that such Consent cannot reasonably be obtained prior to the Closing, the Company shall be permitted to exercise its rights to terminate the applicable agreements with the applicable County Hospital Partner and cause the applicable County Hospital Partner to transfer licensure of the Facilities operated by such County Hospital Partner to a successor that is reasonably acceptable to the Purchaser (a “Successor County Hospital” and, without limiting the possible Successor County Hospitals, it is acknowledged that the County Hospital Partners are reasonably acceptable to the Purchaser); provided, further, that such transfer of licensure shall be completed prior to the Closing; If the Closing occurs, all closing conditions set forth in this Section 2.1 may 2.01 which have not been fully satisfied as of the Closing shall be deemed to have been waived by the Purchaser, unless otherwise agreed in writing by the Purchasersparties at the Closing (it being understood that the foregoing shall not waive any rights of indemnification pursuant to Article IX for any breach of any covenant, representation or warranty set forth in this Agreement).

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser hereunder to purchase the Purchasers to consummate Firm Notes and the transactions contemplated by this Agreement are Warrants on the Closing Date is subject to the satisfaction performance by the Company of its obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the representations and warranties of the Company set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be Section 3 above are true and correct in all material respects at (except for those representations and warranties already qualified by materiality, which such representations and warranties shall be true and correct in all respects) on and as of the Closing Date as if made on and as of the Closing Date and the Company shall have complied in all material respects with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (b) the Company will Purchasers shall have performed received on and complied in all material respects with each as of the covenants and agreements required to be performed by it under this Agreement and Closing Date a certificate of an executive officer of the agreements and documents attached hereto as Exhibits prior Company, with specific knowledge about the Company’s financial matters, reasonably satisfactory to the ClosingPurchasers, to the effect set forth in Section 6(a) above and to the further effect that except as disclosed in the Exchange Act Documents filed as of the date hereof, there has not occurred any Material Adverse Change since the date of the Latest 10-Q; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementDechert LLP, dated as of the date hereof (the "Credit Agreement"), among special counsel for the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred shall have furnished to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an their written opinion, dated the Closing Date, of counsel in substantially the form attached hereto as Exhibit D; (d) subsequent to the Companyexecution and delivery of this Agreement and prior to the Closing Date, which counsel is experienced in transactions there shall not have occurred any downgrading, nor shall any public notice have been given of the type contemplated hereby and (i) any intended downgrading or (ii) any review or possible change that does not indicate an improvement in the form and substance reasonably satisfactory rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (e) subsequent to the Purchasersexecution and delivery of this Agreement and prior to the Closing Date, there shall have been no suspension or material limitation of trading in the Common Stock on the Principal Market; (f) all proceedings to be taken by the Company in connection with the consummation shall have duly executed each of the Closing other Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit AgreementDocuments; (g) the Company shall have delivered to the Purchasers a certificate evidencing the incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) business days of the Closing Date; (h) the Company shall have delivered to the Purchasers a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the State of Texas as of a date within ten (10) business days of the Closing Date; (i) the Notes shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase; (j) the Company shall have obtained all governmental, regulatory or third-party consents and waivers by third parties that are required approvals, if any, necessary to be obtained prior to the Closing Date for the consummation sale of the Securities; (k) the Company shall have delivered to the Purchaser such other documents relating to the transactions contemplated hereby by this Agreement as the Purchaser or its counsel may reasonably request; (l) each other Purchaser shall have purchased from the Company the Firm Notes in the aggregate principal amounts and the performance Warrants for the number of the Company's obligations Warrant Shares set forth opposite each such Purchaser’s name in the Warrant column (1) and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect column (3), respectively, on or which would not adversely affect the performance of such obligationsSchedule I hereto; and (hm) all governmental filingsthe Company shall have delivered to such Purchasers a certificate, authorizations and approvals that are required for executed by the consummation Secretary of the transactions contemplated herebyCompany dated as of the Closing Date, if anyas to (i) the resolutions consistent with Section 3(g) as adopted by the Company’s Board of Directors in a form reasonably acceptable to such Purchaser, will have been duly made (ii) the Certificate of Incorporation, as in effect at the Closing, and obtained and all waiting periods will have expired (iii) the Bylaws, as in effect at the Closing. If it elects to exercise the Option, the obligation of a Purchaser to purchase the Additional Notes hereunder on terms reasonably satisfactory an Option Closing Date is subject to the Purchasers other than those filings, authorizations or approvals same conditions as are set forth above in clauses (a)-(m) with respect to the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant Firm Notes and the Registration Rights Agreement. Any condition Warrants, provided that each reference to the obligations of the Purchasers specified Closing Date in this Section 2.1 may 6 shall, with respect to the closing of the sale of any of the Additional Notes, be waived in writing by deemed to be a reference to the Purchasersapplicable Option Closing Date.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers to consummate purchase the transactions contemplated by this Agreement Securities and to pay the Purchase Price are subject to the satisfaction prior to or at the Closing (or the waiver of same by the Purchasers) of each of the following conditions on or before the Closing Dateprecedent: (ai) Each of the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered made by the Company pursuant hereto will be Seller in Section 3 shall have been true and correct in all material respects when made and at the Closing Date as though each such representation and warranty were made on and as of the Closing Date;Date immediately prior to the Closing. (bii) the Company will The Seller shall have performed and complied in all material respects with each of the covenants all agreements, obligations and agreements conditions required by this Agreement to be performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits at or prior to the Closing;. (ciii) the Company and The Seller shall have delivered to the Purchasers a certificate dated the Closing Date and signed by one of its duly authorized officers confirming the matters referred to in subsections (i) and (ii) of this Section 2(c). (iv) In addition to the deliveries required by Section 2(b) above, the Seller shall have entered into a registration rights agreement with respect delivered to the Underlying Common Stock Purchasers an instrument of assignment of the Warrant, which instrument shall be reasonably satisfactory to counsel to the Purchasers and which shall contain the Company's affirmation of its acknowledgment and agreement (the "Registration Rights Agreement") substantially in the form as set forth in EXHIBIT B attached hereto; Section 6(a)(ix)) to (dA) each the assignment of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated Warrant and (B) treat the Purchasers as the holders of the date hereof Warrant so as to purchase such number of shares of Common Stock underlying the Warrant (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may equitably adjusted from time to time be Lenders thereunderin the event of any stock dividend, stock split, recapitalization, reclassification, recombination or the like) set forth opposite their respective names on Schedule I hereto for all purposes thereunder (notwithstanding any provision in the Warrant, including but not limited to Sections 5 and GE Capital9.2 thereof, as Administrative Agent, and NationsBank, as Revolver Agentto the contrary);. (ev) the Purchasers shall have received an opinionNo temporary restraining order, dated the Closing Date, preliminary or permanent injunction or other order issued by a court of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with competent jurisdiction or other legal restraint or legal prohibition preventing the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to shall be delivered by the Company in accordance with the Credit Agreement;effect. (gvi) all consents and waivers by third parties that are required for The waiting period under the consummation Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 0000 (xxx "XXX Xxx") applicable to the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have expired or been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasersterminated.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers to consummate the transactions contemplated by this Agreement are Transactions is subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) the The representations and warranties set forth herein or incorporated by reference in Article III VI hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for such representations and warranties that speak specifically as of the date hereof or as of another date, which shall be true and correct as of such date), except that any inaccuracies in such representations and warranties will be disregarded if the circumstances giving rise to all such inaccuracies (considered collectively) do not constitute and could not reasonably be expected to constitute a Material Adverse Effect on the Business or on the Purchased Assets; provided, however that, for purposes of determining the accuracy of such representations and warranties, all “Material Adverse Effect” qualifications and other materiality qualifications contained in such representations and warranties shall be disregarded; (b) the Company will The Sellers shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it each of them under this Agreement and the agreements and documents attached hereto as Exhibits prior to on or before the Closing; (c) All of the Company third party consents set forth on Schedule 4.2(c) shall have been obtained on terms reasonably satisfactory to the Purchaser Parent; (d) Since the date hereof, there shall be no fact or circumstance which has had, or could reasonably be expected to have, a Material Adverse Effect on the Business or on the Purchased Assets; (e) On or before the Closing Date, at least 50% of the employees of the Sellers who work in the Business on the date hereof shall have accepted Purchasers’ offers of employment, made in good faith by Purchaser Parent; (f) The Purchasers and the Purchasers Sellers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") Xxxx of Sale and Assumption Agreement in substantially in the form set forth in EXHIBIT Exhibit B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof hereto (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent“Xxxx of Sale”); (eg) The Purchasers and Seller Parent shall have entered into the Escrow Agreement; (h) The Purchasers shall have received an opinionopinion of counsel from Xxxxxx Xxxxxx White & XxXxxxxxx, LLP, counsel to the Sellers, in substantially the form attached hereto as Exhibit C; (i) The matters described on Schedule 10.6 and Schedule 10.7 which, as set forth on such Schedules, are to be completed prior to the Closing Date, shall have been completed to the reasonable satisfaction of Purchaser Parent; (j) The Sellers shall have, prior to Closing, caused each Subsidiary set forth on Schedule 2.1(g)(i), to transfer and assign to a third party (which may include a Seller or another Subsidiary), all assets and equipment leases held by such Subsidiary which are used in connection with the operation of Sellers’ ODU business unit and Seller’s EMS business unit and shall have provided Purchaser Parent with reasonable evidence of such transfer and assignment; and (k) The Sellers shall have delivered to Purchaser Parent all of the following: (i) a certificate from the President or Chief Executive Officer of the Seller Parent in a form reasonably satisfactory to the Purchaser Parent, dated the Closing Date, of counsel to stating that the Company, which counsel is experienced preconditions specified in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasersthis Section 4.2 have been satisfied; (fii) all proceedings to be taken a copy of (A) the resolutions of the board of directors and shareholders of the Seller Parent approving the Transactions, (B) a copy of the Articles of Incorporation (or equivalent governing document) for each Seller and Subsidiary, and (C) a copy of the bylaws (or equivalent governing document) of each Seller and each Subsidiary, each as certified by the Company in connection with Secretary of the consummation Seller Parent; (iii) certificates from appropriate authorities, dated as of or within ten (10) business days of the Closing Transaction Date, as to the good standing and qualification to do business of the Sellers and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company Subsidiaries in accordance with the Credit Agreementeach jurisdiction where they are so qualified; (giv) all consents and waivers by third parties that are required for the consummation copies of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental consents, filings, authorizations and approvals that are required for referenced in Section 4.2(c) and Section 4.4(b) to the consummation extent applicable to any of the transactions contemplated hereby, if any, will have been duly made Sellers; (v) executed copies of the Escrow Agreement and obtained and all waiting periods will have expired the Xxxx of Sale; (vi) a certificate executed by the persons named on terms Schedule A hereto in a form reasonably satisfactory to the Purchasers other than those filingsPurchaser Parent, authorizations dated the Closing Date, stating that the representations and warranties set forth in Sections 6.3, 6.6, 6.8, 6.9, 6.12-6.16, 6.19-6.21 and 6.24-6.26 hereof which relate to the Subsidiary with which such person is engaged are true and correct in all material respects (except that the representations and warranties which are qualified as to “materiality” or approvals “Material Adverse Effect” shall be true and correct in all respects) at and as of the absence Closing Date as though then made and as though the Closing Date were substituted for the date of which would notthis Agreement throughout such representations and warranties; (vii) copies of fully-executed Real Property Leases between RMP, individually or Inc. and MVI, Inc. with respect to all Real Property occupied by RMP, Inc. in the aggregate, have a Material Adverse Effect Philippines; and (viii) such other documents or adverse instruments as the Purchaser Parent may reasonably request to effect on the performance of obligations under the Warrant and the Registration Rights AgreementTransactions. Any condition to the obligations of the Purchasers specified in this Section 2.1 4.2 may be waived in writing by the PurchasersPurchaser Parent in its sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Purchaser Parent.

Conditions to the Purchaser’s Obligations. The respective obligations of the Purchasers to consummate the transactions contemplated by this Agreement each Purchaser hereunder are subject to the accuracy, when made and on the Closing Date, of the representations and warranties of the Issuers contained herein, to the performance by the Issuers, as applicable, of their respective obligations hereunder, and to fulfillment, to each Purchaser’s satisfaction prior to or on the Closing Date, of each of the following conditions on or before the Closing Dateadditional terms and conditions: (a) Milbank, Tweed, Xxxxxx & XxXxxx, LLP shall have furnished to each Purchaser its written opinion, as special United States counsel to the representations Issuers, addressed to the Purchasers and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of dated the Closing Date;, in a form reasonably satisfactory to the Purchasers and their counsel. (b) the Company will Xxxxxx & Xxxxx shall have performed and complied in all material respects with furnished to each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto Purchaser its written opinion, as Exhibits prior special Mexican counsel to the Closing;Issuers, addressed to the Purchasers and dated the Closing Date, in a form reasonably satisfactory to the Purchasers and their counsel. (c) The Exchange Offer shall have been consummated (and all of the Company conditions thereto shall have been satisfied or waived) in accordance with the terms of the Voting Agreement and the Purchasers shall have entered into a registration rights agreement with respect to Restructuring Registration Statement as in effect on the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;date hereof. (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers The Issuers shall have received an opinionfurnished to each Purchaser a certificate, dated the Closing Date, of counsel its Chairman of the Board, its President, a Vice President or its chief financial officer stating that the representations and warranties made by the Issuers in Section 2 hereof are true and correct as of the Closing Date and the Issuers have complied with all their agreements contained herein and have fulfilled all conditions on their part to be performed or satisfied hereunder at or prior to the CompanyClosing Date. (e) The Issuers shall have obtained all necessary Authorizations required in connection with the Transactions and any other transactions contemplated thereby. (f) There shall not have occurred or become known to the Purchasers any event, which counsel is experienced in transactions development or circumstance since December 31, 2003 that (i) has had or could reasonably be expected to cause a Material Adverse Effect, or (ii) has or could reasonably be expected to have a material adverse effect on the transferability of the type Securities, in each case that was not disclosed in or contemplated by the Company’s filings and submissions with the Commission under the Exchange Act or the Securities Act as of the date hereof. (g) The Notes shall have been designated for trading on PORTAL, except in the event that one or more of the Purchasers and Additional Purchasers are not QIBs and the Notes cannot be designated PORTAL securities. (h) The Notes shall be designated with the same CUSIP number as the Restricted Notes issued pursuant to the Voting Agreement as described in Section 23 hereof. (i) The Issuers shall have executed the Indenture, the Notes, the Guarantees, the Registration Rights Agreement, the Security Documents and each of the other Operative Documents, in each case, in form and substance satisfactory to each of the Purchasers and each of the Purchasers shall have received original copies thereof, duly executed by the Issuers and each of the other parties thereto. (j) The Issuers shall have paid the fees and expenses described in Section 5(g), (h) and (i) and Section 6 and any amounts outstanding under invoices to the Company for fees and expenses incurred by Akin Gump Xxxxxxx Xxxxx & Xxxx LLP; Xxxxxxxx Xxxxx Xxxxxx & Xxxxx; and Xxxxxx, Xxxxxxx y Xxxxxx, S.C., with respect to which invoices have been delivered to the Issuers. (k) The Issuers shall not have failed on or prior to the Closing Date to perform or comply with any agreements herein contained or in any of the other Operative Documents that are required to be performed or complied with by the Issuers on or prior to the Closing Date. (l) All corporate proceedings and other legal matters incident to the authorization, form and validity of this Agreement, the other Operative Documents and the Restructuring, and all other legal matters relating to this Agreement, the other Operative Documents and the Restructuring and the transactions contemplated hereby and thereby shall be reasonably satisfactory in all material respects to counsel for the Purchasers, and the Issuers shall have furnished to such counsel all documents and information that they may reasonably request to enable them to pass upon such matters. (m) None of the Purchasers (excluding, for purposes of this Section 7(m), any Additional Purchasers) shall have breached their obligation to purchase Notes as set forth herein. (n) The Issuers shall have appointed CT Corporation System (the “Process Agent”) as its agent for service of process and the Process Agent shall have accepted its appointment thereunder. The Issuers will grant a Mexican notarized irrevocable power of attorney to the Process Agent for such purpose. All opinions, letters, evidence and certificates mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof only if they are in form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies counsel for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The several obligations of the Initial Purchasers to consummate purchase and pay for the transactions contemplated by this Agreement Securities on the Closing Date are subject to the satisfaction following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to (and including) the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the following possible change, in the rating accorded any of the Issuer or Guarantors' securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Final Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Parent, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Issuer and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that each of the Issuer and the Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date: (a) . The officer signing and delivering such certificate may rely upon the representations and warranties set forth herein best of his or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and her knowledge as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing;proceedings threatened. (c) the Company and the The Initial Purchasers shall have entered into a registration rights agreement with respect to received on the Underlying Common Stock (Closing Date an opinion of Xxxxxxxx & Xxxxx LLP, outside United States counsel for the "Registration Rights Agreement") Issuer and the Guarantors, dated the Closing Date substantially in the form set forth in EXHIBIT B attached of Exhibit A hereto;. (d) each The Initial Purchasers shall have received on the Closing Date an opinion of Xxxxxx X. Xxxxxxx, Esq., Deputy General Counsel to the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementParent, dated as the Closing Date substantially in the form of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);Exhibit B hereto. (e) the The Initial Purchasers shall have received on the Closing Date an opinionopinion of Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for the Issuer, dated the Closing Date substantially in the form of Exhibit C hereto. (f) The Initial Purchasers shall have received on the Closing Date an opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Issuer and the Guarantors, dated the Closing Date substantially in the form of Exhibit D hereto. (g) The Initial Purchasers shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, United States counsel for the Initial Purchasers, dated the Closing Date, of with respect to such matters as the Representatives may reasonably request, and such counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which received such documents and information as they may reasonably request for them to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of pass upon such obligations; andmatters. (h) all governmental filingsThe Initial Purchasers shall have received on the Closing Date and opinion of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, authorizations Canadian counsel to the Initial Purchasers, dated the Closing Date with respect to such matters as the Representatives may reasonably request, and approvals that are required such counsel shall have received such documents and information as they may reasonably request for them to pass on such matters. The opinions of Xxxxxxxx & Xxxxx LLP, Xxxxxx X. Xxxxxxx, Esq., Xxxxxxx XxXxxxxx Stirling Scales and Osler, Xxxxxx & Harcourt LLP described in Section 5(c) to 5(f) above shall be rendered to the consummation Initial Purchasers at the request of the transactions contemplated herebyParent and shall so state therein. (i) The Initial Purchasers shall have received on each of the date hereof and the Closing Date letters, if anydated the date hereof or the Closing Date, will have been duly made as the case may be, in form and obtained and all waiting periods will have expired on terms reasonably substance satisfactory to the Initial Purchasers other and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants to the Parent and its subsidiaries and Molson Inc. and its subsidiaries, containing statements and information of the type ordinarily included in accountants' "comfort letters" to initial purchasers with respect to the financial statements, pro forma financial statements and certain financial information contained in, and incorporated by reference into, the Final Memorandum; provided, however, that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than those filingsthe date hereof. (j) The Issuer, authorizations or approvals the absence of which would notGuarantors, individually or the Initial Purchasers and Sub-Purchasers shall have entered into an Exchange Offer Agreement, dated the Closing Date, substantially in the aggregateform of Exhibit E hereto. (k) No action shall have been taken and no statute, rule, regulation or order shall have a Material Adverse Effect been enacted, adopted or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations issued by any federal, state, provincial or foreign governmental or regulatory authority that would, as of the Closing Date, prevent the issuance or sale of the Securities; and no injunction or order of any United States federal or state or Canadian federal or provincial court shall have been issued that would, as of the Closing Date, prevent the issuance or sale of the Securities. (l) The Initial Purchasers specified in this Section 2.1 may be waived in writing shall have received such other documents and certificates as are reasonably requested by the Purchasersyou or your counsel.

Conditions to the Purchaser’s Obligations. The Purchaser’s obligations of the Purchasers to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction due performance by the Unified Government of the following conditions Unified Government’s obligations and agreements to be performed hereunder on or before prior to the Closing Date and to the accuracy of and compliance with the Unified Government’s representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the representations Purchaser on or prior to the Closing Date a duly executed copy of the Ordinance, the Indenture, the Base Lease, the Sublease Agreement and warranties set forth herein the Performance Agreement and any other instrument contemplated thereby shall be in full force and effect and shall not have been modified or incorporated by reference changed except as may have been agreed to in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects Purchaser; (b) The Unified Government shall confirm on the Closing Date by a certificate that at and as of the Closing Date; (b) Date the Company will have performed Unified Government has taken all action necessary to issue the Series 2021B Bonds and complied that there is no controversy, suit or other proceeding of any kind pending or threatened wherein any question is raised affecting in all material respects with each any way the legal organization of the covenants Unified Government or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2021B Bonds, or the constitutionality or validity of the indebtedness represented by the Series 2021B Bonds or the validity of the Series 2021B Bonds or any proceedings in relation to the issuance or sale thereof. The form and agreements required substance of such certificate shall be satisfactory to be performed by it under this Agreement the Purchaser and the agreements and documents attached hereto as Exhibits prior to the Closing;Sublessee; and (c) Receipt by the Company Purchaser and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially Sublessee of an approving opinion from Xxxxxxx & Xxxx, P.C., Bond Counsel, in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction Purchaser and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersSublessee.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate purchase the Transferred Member Interest and to close the transactions contemplated by this Agreement are hereby is subject to the satisfaction in full of each of the following conditions (“Purchaser’s Conditions”) on or before the Closing Date: (a) All of the representations Seller’s obligations under the Contribution Agreement to be performed by Seller as a condition precedent to closing thereunder have been performed and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by closing under the Company pursuant hereto will be true and correct in all material respects at and as of Contribution Agreement has occurred on the date immediately preceding the Closing Date; (b) the Company will have performed The representations, warranties and complied agreements of Seller contained in Section 5.01 shall be true and accurate in all material respects with each of on the covenants and agreements Closing Date, as if made on such date. (c) Seller shall have performed on or before the Closing Date the obligations required to be performed by it under this Agreement and on or before the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;Closing Date. (d) each of Seller shall have completed all the conditions which are deliveries and actions required to be satisfied pursuant to made by Seller under Section 2 of that certain Credit 7.01 and elsewhere in this Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);. (e) There shall not then be any pending or, to the Purchasers knowledge of either the Company or Seller, threatened litigation against Seller which, if determined adversely, would restrain the consummation of any of the transactions referred to herein, or declare illegal, invalid or nonbinding any of the covenants or obligations of the Seller herein. (f) The Lender Consent and Franchisor Consent have been received by the Seller and Purchaser. Purchaser’s Conditions are solely for the benefit of the Purchaser and may be waived only by the Seller. Any such waiver or waivers shall have received an opinion, dated be in writing and shall be delivered to Seller. If any of Purchaser’s Conditions is not satisfied or has not been so waived by the Seller prior to the Closing Date, of counsel the Purchaser shall give written notice to Seller describing the condition which has not been satisfied or waived and the Purchaser by notice to the Companyother party shall be entitled to postpone the Closing Date by up to thirty (30) days in the aggregate for the purpose of attempting to obtain satisfaction of such condition or conditions by delivering written notice on or before the then scheduled Closing Date. Nothing contained in this Agreement shall require the Purchaser to postpone the Closing Date or to bring any suit or other proceedings or, which counsel is experienced in transactions except as otherwise expressly required by this Agreement, to pay any substantial sum to satisfy any of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersPurchaser’s conditions.

Conditions to the Purchaser’s Obligations. The obligations Purchaser’s obligation to pay for the Notes shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the Purchasers representations and warranties of the Company made herein shall be accurate as of the Closing Date and the Company shall have performed or satisfied in all material respects the covenants made by it in this Agreement; (b) the delivery to consummate the Purchaser by counsel to the Company of a legal opinion substantially similar in substance to the form of opinion attached as Annex E hereto; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) receipt by the Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date: (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement are subject and the sale of the Notes and the issuance of the shares of Common Stock issuable upon the conversion of the Notes (the “Conversion Shares”); (ii) certifying the current versions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company; and (iii) certifying as to the satisfaction signatures and authority of the following conditions persons signing this Agreement and related documents on or before behalf of the Closing Date:Company; (ae) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered receipt by the Purchaser of a certificate of good standing for the Company pursuant hereto will be true and correct in all material respects at and for its jurisdiction of incorporation; (f) receipt by the Purchaser of a certificate from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of the Closing Date; (bg) the Company will have performed and complied in all material respects with each of the covenants and agreements required Common Stock shall continue to be performed by it under this Agreement and listed on the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated NYSE as of the date hereof (Closing Date; there shall have been no suspensions in the "Credit Agreement"), among trading of the Company, Common Stock as of the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") Closing Date; and the other parties which may from time to time Conversion Shares shall be Lenders thereunder, and GE Capital, approved for listing on the NYSE as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated of the Closing Date, subject to official notice of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers;issuance; and (fh) all proceedings no injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to be taken by the Company in connection with the consummation or as of the Closing Transaction and the other transactions contemplated hereby and all certificatesDate, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance prevent or materially interfere with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights by this Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The obligations of Each Purchaser’s obligation to complete the Purchasers to consummate Exchange at the transactions contemplated by this Agreement are Closing shall be subject to the satisfaction following conditions, any one or more of the following conditions on or before the Closing Datewhich may be waived by such Purchaser: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as completion of the Closing DateConcurrent Private Placement of 7.50% Notes; (b) the Company will have performed and complied in all material respects with each Common Stock shall continue to be listed on the NYSE MKT as of the covenants and agreements required to be performed by it under this Agreement Closing Date; there shall have been no suspensions in the trading of the Common Stock as of the Closing Date; and the agreements and documents attached hereto as Exhibits prior listing of additional shares notification form with respect to the ClosingMaximum Number of Shares shall have been submitted to NYSE MKT and NYSE MKT shall have confirmed that it has no objection to such notification; (c) the Company and the Purchasers no injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have entered into a registration rights agreement been issued, taken or made and no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, as of the Closing Date, prevent or materially interfere with respect to the Underlying Common Stock (consummation of the "Registration Rights transactions contemplated by this Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each receipt by such Purchaser of fully executed copies of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") Indenture and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)Exchange Notes; (e) the Purchasers shall have received an opinion, dated the Closing Date, of delivery to such Purchaser by U.S. counsel to the Company, which counsel is experienced Company of a legal opinion substantially similar in transactions of the type contemplated hereby and in substance to the form and substance reasonably satisfactory to the Purchasersof opinion attached as Exhibit A; (f) all proceedings to be taken receipt by such Purchaser of a certificate executed by the Company in connection with chief executive officer and the consummation chief financial officer of the Company, dated as of the Closing Transaction and Date, in substantially the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreementform of certificate attached as Exhibit B; (g) all consents and waivers receipt by third parties that are required for the consummation such Purchaser of a certificate of the transactions contemplated hereby and the performance Secretary of the Company's obligations set forth , dated as of the Closing Date, in substantially the Warrant form of certificate attached as Exhibit C; (i) certifying the resolutions adopted by the Board of Directors of the Company approving the Exchange and the Registration Rights Agreement shall have been obtained other than those reservation and issuance of the failure shares of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect Common Stock potentially issuable upon the performance conversion of such obligationsthe Exchange Notes; (ii) certifying the current versions of the Certificate of Incorporation and the Bylaws of the Company; and (iii) certifying as to the signatures and authority of the persons signing this Agreement and related documents on behalf of the Company; (h) all governmental filings, authorizations and approvals that are required receipt by such Purchaser of a certificate of good standing for the consummation Company for its jurisdiction of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.incorporation;

Conditions to the Purchaser’s Obligations. The Purchaser's obligations of the Purchasers to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction due performance by the City of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy and completeness of the following conditions on or before City's representations and warranties contained herein, as of the date hereof and as of the Closing DateTime, and are also subject to the following conditions: (a) The Bonds and the representations Ordinance shall have been duly authorized, executed and warranties set forth herein or incorporated by reference delivered in Article III hereof and in any writing delivered the form heretofore approved by the Company pursuant hereto will Purchaser with only such changes therein as shall be true mutually agreed upon by the Purchaser and correct the City. (b) The issuance of the Bonds shall have been approved by the Missouri State Auditor. (c) At the Closing Time, the Purchaser shall receive: (1) The opinion in all material respects at form and substance satisfactory to the Purchaser, dated as of the Closing Date, of Xxxxxxx & Xxxx, P.C., Bond Counsel, relating to the valid authorization and issuance of the Bonds, the due authorization and adoption of the Ordinance by the Board of Aldermen, the exclusion of interest on the Bonds from gross income for federal income tax purposes and certain other matters; (b2) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; A completed form 8038-G (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver AgentInformation Return for Tax-Exempt Governmental Bond Issuers); (e3) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably Evidence satisfactory to the PurchasersPurchaser that the Bonds have been rated "Aa-" by Standard & Poor’s Ratings Services; (f4) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all Such additional certificates, opinions, instruments legal and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required listed on a closing agenda to be delivered approved by Bond Counsel and the Company in accordance Purchaser, as the Purchaser may reasonably request to evidence performance or compliance with the Credit Agreement; (g) all consents provisions hereof and waivers by third parties that are required for the consummation of the transactions contemplated hereby and by the performance of the Company's obligations set forth Ordinance, or as Bond Counsel shall require in the Warrant order to render its opinion, all such certificates and the Registration Rights Agreement shall have been obtained other than those the failure of which documents to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations satisfactory in form and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory substance to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersPurchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser under this Note Purchase Agreement have been undertaken in reliance on, and shall be subject to, the due performance by the Issuer of its obligations and agreements to consummate the transactions contemplated by this Agreement are subject be performed hereunder and to the satisfaction accuracy of and the compliance with the representations, warranties, covenants and agreements of the following conditions Issuer contained herein, on or before and as of the date of delivery of this Note Purchase Agreement and on and as of the Closing Date:. The obligations of the Purchaser hereunder with respect to the Closing are also subject, in the discretion of the Purchaser, to the following further conditions: INFORMATIONAL PURPOSES ONLY (a) the The representations and warranties set forth of the Issuer contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing, the statements made in all material respects certificates and the documents delivered to the Purchaser at the Closing pursuant hereto shall be true and correct at the Closing and the Issuer shall be in compliance with each of the agreements made by it in this Note Purchase Agreement (unless such agreements are waived in writing by the Purchaser). (b) At or prior to the Closing, the Purchaser shall receive (all dated the Closing Date): (i) The approving opinion of bond counsel to the Issuer, dated the Closing Date, addressed to the Issuer, together with a reliance letter to the Purchaser, with respect to the validity and legally binding nature of the Notes and the tax status thereof as set forth on Schedule I, substantially in the final form provided to the Purchaser prior to the date hereof; (ii) The supplemental opinion of bond counsel or other counsel to the Issuer, with respect to [the Preliminary Official Statement and the Final Official Statement and] the exemption from registration of the Notes, addressed to the Purchaser, substantially in the final form provided to the Purchaser prior to the date hereof; (iii) [If the issuer is a Designated Issuer] Executed copies of the guaranty or other agreement or other document or instrument by which the Eligible Issuer named in Schedule I provides support for the payment of the Notes and an opinion of counsel to the Eligible Issuer, dated the Closing Date, addressed to the Issuer, together with a reliance letter to the Purchaser, with respect to the valid and legally binding nature and enforceability of such agreement, substantially in the final form provided to the Purchaser prior to the date hereof; (iv) Copies of the Authorizing Actions (substantially in the final forms provided to the Purchaser prior to the date hereof) certified to be in full force and effect, not having been repealed, revoked, rescinded or amended as of the Closing Date; (bv) the Company will have performed and complied in all material respects with each Executed copies of the covenants and agreements required to be performed by it under this Agreement Notes and the agreements and documents attached hereto as Exhibits other Financing Documents substantially in the final forms provided to the Purchaser prior to the Closingdate hereof; (cvi) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinionCertificates, dated the Closing Date, of counsel to the Companysigned by an authorized officer, which counsel is experienced in transactions of the type contemplated hereby and substantially in the form attached hereto as Exhibit B and substance reasonably satisfactory to the PurchasersExhibit C; (fa) Rating confirmation letters confirming the long-term rating applicable to the credit for the Notes set forth on Schedule I and (b) evidence that the general obligation or issuer credit ratings of the Eligible Issuer [describe applicable rating for Multi-State Entity] are not below the Lowest Rating Level set forth on Schedule I [for competitive bid: and (c) rating letters setting forth the short-term rating applicable to the Notes, if any, set forth on Schedule I ], in each case as of the Closing Date; (viii) An executed copy of the Continuing Disclosure Undertaking in the form attached as Exhibit D hereto1; (ix) Evidence of the authority of the signatories of the Notes, other Financing Documents, this Note Purchase Agreement, the Continuing Disclosure Undertaking and all proceedings to be taken by the Company other agreements, documents, instruments and certificates executed and delivered in connection with the consummation issuance, sale and delivery of the Closing Transaction Notes to sign on behalf of and bind the Issuer [and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsEligible Issuer]; and (hx) Executed or certified copies of all governmental filingsother agreements, authorizations documents and approvals that instruments customarily delivered in connection with the issuance and delivery of the Notes. INFORMATIONAL PURPOSES ONLY (c) (1) The Issuer shall have entered into such agreements with DTC as are required by DTC for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory Notes to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or be issued in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.Book-Entry-Only form as DTC-eligible obligations; and

Conditions to the Purchaser’s Obligations. The obligations obligation of each of the Purchasers to consummate purchase the transactions contemplated Series G Preferred Shares to be purchased by this Agreement are it hereunder is subject to the satisfaction satisfaction, on or prior to the Closing Date, of the following conditions on or before the Closing Dateconditions: (a) each of the representations and warranties set forth of the Issuer contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at on and as of such Closing Date and the Closing DatePurchasers shall have received a certificate attesting thereto signed by the Chief Executive Officer, the President or a Vice President of the Issuer; (b) there shall not have occurred and there shall not otherwise exist any condition, event or development having, or likely to have (in the Company will have performed and complied in all material respects with each reasonable judgment of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the ClosingPurchasers), a Material Adverse Effect; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinionopinion from Kelley, Drye & Warren LLP, counsel to the Issuer, dated the Closing DateClosixx Xxxe, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably xx xorm xxxxxnably satisfactory to the Purchasers; (fd) the Secretary or an Assistant Secretary of the Issuer shall have delivered to the Purchasers at the Closing Date a Certificate dated as of the Closing Date certifying: (i) that attached thereto is a true and complete copy of the by-laws of the Issuer as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Issuer authorizing the execution, delivery and performance of this Agreement and the Stockholders Agreement, the issuance, sale and delivery of the Series G Preferred Shares, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement and the Stockholders Agreement, (iii) that attached thereto is a true and complete copy of the Charter as in effect on the date of such certification; and (iv) to the incumbency and specimen signature of certain officers of the Issuer; (e) all corporate and other proceedings to be taken by the Company Issuer in connection with the consummation transactions contemplated by this Agreement and the Stockholders Agreement, and all documents reflecting or evidencing such proceedings shall be reasonably satisfactory in scope, form and substance to the Purchasers and its legal counsel, and the Purchasers and its legal counsel shall have received all such duly executed counterpart originals or certified or other copies of such documents and instruments as they may reasonably request. (f) each of the Closing Transaction Purchasers shall have received duly executed and authenticated certificates representing the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered Series G Preferred Shares being purchased by the Company in accordance with the Credit Agreementit pursuant hereto; (g) all consents and waivers by third parties that are required for the consummation Series G Certificate of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Designations shall have been obtained other than those duly filed with the failure Secretary of which State of Delaware and shall be in full force and effect; (h) the Purchaser shall have received the Stockholders Agreement duly executed by the Issuer; (i) the Issuer shall have paid to the Purchasers all fees, expenses and reimbursements required to be obtained would not have a Material Adverse Effect so paid on or which would not adversely affect prior to the performance Closing Date pursuant to the terms of such obligationsthis Agreement; and (hj) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory aggregate proceeds to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing received by the PurchasersIssuer at the Closing from the sale of Series G Preferred Shares shall be at least $182.5 million.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate purchase the transactions contemplated Securities to be purchased by this Agreement are it hereunder is subject to the satisfaction satisfaction, on or prior to the Closing Date, of the following conditions on or before the Closing Dateconditions: (a) each of the representations and warranties set forth of the Issuer contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at on and as of such Closing Date and the Closing DatePurchaser shall have received a certificate attesting thereto signed by the President or a Vice President of the Issuer; (b) there shall not have occurred and there shall not otherwise exist any condition, event or development having, or likely to have (in the Company will have performed and complied in all material respects with each reasonable judgment of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the ClosingPurchaser), a Material Adverse Effect; (c) the Company and the Purchasers Purchaser shall have entered into a registration rights agreement with respect received an opinion from Shearman & Sterling, special counsel to the Underlying Common Stock (Issuer, and an opinion from Xxxxxx, Xxxx & Xxxxxx LLP, counsel to the "Registration Rights Agreement") substantially Issuer, each dated the Closing Date, in form reasonably satisfactory to the form set forth in EXHIBIT B attached heretoPurchaser; (d) each the Secretary or an Assistant Secretary of the conditions which are required Issuer shall have delivered to be satisfied pursuant to Section 2 of that certain Credit Agreement, the Purchaser at the Closing Date a Certificate dated as of the Closing Date certifying: (i) that attached thereto is a true and complete copy of the bylaws of the Issuer as in effect on the date hereof of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the "Credit Board of Directors of the Issuer authorizing the execution, delivery and performance of this Agreement"), among the Company, the other parties named as Borrowers theretoWarrant Agreement, General Electric Capital Corporation ("GE Capital")the Warrant Registration Rights Agreement, NationsBankthe Preferred Stock Registration Rights Agreement, National Association ("NationsBank")the Certificates of Amendment, Amendment No. 5, the issuance, sale and delivery of the Securities, and Key Corporate Capital Inc. ("Key") (GE Capitalthat all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, NationsBank and Keythe Warrant Agreement, collectively referred to as the "Lenders") Warrant Registration Rights Agreement and the other parties which may from time Preferred Stock Registration Rights Agreement (iii) that attached thereto is a true and complete copy of all resolutions adopted by the stockholders of the Issuer approving the amendments to time be Lenders thereunder, the Certificates of Designations and GE Capital, authorizing the filing of the Certificates of Amendment; (iv) that attached thereto is a true and complete copy of the Charter as Administrative Agent, in effect on the date of such certification; and NationsBank, as Revolver Agent)(v) to the incumbency and specimen signature of certain officers of the Issuer; (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby all corporate and in the form and substance reasonably satisfactory to the Purchasers; (f) all other proceedings to be taken by the Company Issuer in connection with the consummation of transactions contemplated by this Agreement, the Closing Transaction Warrant Agreement, the Warrant Registration Rights Agreement, the Preferred Stock Registration Rights Agreement and Amendment No. 5, and all documents reflecting or evidencing such proceedings shall be reasonably satisfactory in scope, form and substance to the Purchaser and its legal counsel, and the Purchaser and its legal counsel shall have received all such duly executed counterpart originals or certified or other transactions contemplated hereby copies of such documents and all certificates, opinions, instruments as they may reasonably request. (f) the Purchaser shall have received duly executed and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered authenticated certificates representing the Series E Unit being purchased by the Company in accordance with the Credit Agreementit pursuant hereto; (g) all consents the Certificates of Amendment shall have been duly filed with the Secretary of State of Delaware and waivers shall be in full force and effect; (h) the Purchaser shall have received the Warrant Registration Rights Agreement duly executed by third parties that are required the Issuer; (i) the Purchaser shall have received the Preferred Stock Registration Rights Agreement duly executed by the Issuer; (j) the Purchaser shall have become an Additional Purchaser under the Existing Warrant Agreement for the consummation purpose of receiving 30,844 warrants thereunder; (k) the transactions contemplated hereby and the performance of the Company's obligations set forth in the Existing Warrant and the Registration Rights Agreement shall have been obtained other than those amended to provide for the failure issuance to the Purchaser, unless certain conditions are met, of a number of Springing Warrants equal to (1) 227,273 plus the total number of Warrants held by the Purchaser on the date hereof, multiplied by a fraction, the numerator of which to shall be obtained would not have a Material Adverse Effect the aggregate liquidation preference of the Purchaser's Preferred Stock and the denominator of which shall be the aggregate liquidation preference of all outstanding shares of Series E Preferred Stock and Series F Preferred Stock on or which would not adversely affect the performance date hereof, LESS (2) the number of such obligationsWarrants held by the Purchaser on the date hereof; and (hl) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will Issuer shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory paid to the Purchasers other than those filings, authorizations Purchaser all fees and expense reimbursements required to be so paid on or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition prior to the obligations Closing Date pursuant to the terms of this Agreement or the Purchasers specified in fee letters being executed and delivered concurrently with the execution and delivery of this Section 2.1 may be waived in writing by the PurchasersAgreement.

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser hereunder to purchase the Purchasers to consummate Firm Notes on the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction performance by the Company of its obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the representations and warranties of the Company set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be Section 3 above are true and correct in all material respects at (except for those representations and warranties already qualified by materiality, which such representations and warranties shall be true and correct in all respects) on and as of the Closing Date as if made on and as of the Closing Date and the Company shall have complied in all material respects with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (b) the Company will Purchasers shall have performed received on and complied in all material respects with each as of the covenants and agreements required to be performed by it under this Agreement and Closing Date a certificate of an executive officer of the agreements and documents attached hereto as Exhibits prior Company, with specific knowledge about the Company's financial matters, reasonably satisfactory to the ClosingPurchasers, to the effect set forth in Section 6(a) above and to the further effect that except as disclosed in the Exchange Act Documents filed as of the date hereof, there has not occurred any Material Adverse Change since the date of the Latest 10-Q; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementConner & Winters, dated as of the date hereof (the "Credit Agreement")LLP, among counsel for the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an furnished xx xxx Puxxxxxxxs their written opinion, dated the Closing Date, of in substantially the form attached hereto as Exhibit C; (d) Arias, Fabrega & Fabrega, counsel to for the Company, which counsel is experienced shall have furnishxx xx the Purchasers their written opinion, dated the Closing Date, in transactions substantially the form attached hereto as Exhibit D; (e) subsequent to the execution and delivery of this Agreement and prior to the type contemplated hereby and Closing Date, there shall not have occurred any downgrading, nor shall any public notice have been given of (i) any intended downgrading or (ii) any review or possible change that does not indicate an improvement in the form and substance reasonably satisfactory to rating accorded any securities of or guaranteed by the PurchasersCompany by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (f) all proceedings subsequent to be taken by the Company in connection with the consummation execution and delivery of this Agreement and prior to the Closing Transaction and Date, there shall have been no suspension or material limitation of trading in the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by Common Stock on the Company in accordance with the Credit AgreementPrincipal Market; (g) all consents and waivers by third parties that are required for the consummation Company shall have duly executed each of the transactions contemplated hereby other Transaction Documents; (h) the Company shall have delivered to the Purchasers a true, correct and complete copy of the performance Restated Articles of Incorporation of the Company and all amendments thereto certified by the Company's Secretary as of the Closing Date; (i) the Company shall have delivered to the Purchasers certificates of the Secretary of State of the state or jurisdiction of incorporation, formation or organization of each of the Company's obligations set forth significant subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X) incorporated, formed or organized in the Warrant United States certifying the due incorporation, formation or organization and the Registration Rights Agreement good standing of such entities as of a date within ten (10) business days of the Closing Date; (j) the Notes shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase; (k) the Company shall have obtained other than those the failure of which all governmental, regulatory or third-party consents and approvals, if any, necessary to be obtained would not prior to the Closing Date for the sale of the Securities; (l) the Company shall have a Material Adverse Effect delivered to the Purchaser such other documents relating to the transactions contemplated by this Agreement as the Purchaser or its counsel may reasonably request; (m) each other Purchaser shall have purchased from the Company the Firm Notes in the aggregate principal amounts set forth opposite each such Purchaser's name in column (1) on or which would not adversely affect the performance of such obligationsSchedule I hereto; and (hn) all governmental filingsthe Company shall have delivered to such Purchasers a certificate, authorizations and approvals that are required for executed by the consummation Secretary of the transactions contemplated herebyCompany dated as of the Closing Date, if anyas to (i) the resolutions consistent with Section 3(g) as adopted by the Company's Board of Directors in a form reasonably acceptable to such Purchaser, will have been duly made (ii) the Restated Articles of Incorporation, as in effect at the Closing, and obtained and all waiting periods will have expired (iii) the Bylaws, as in effect at the Closing. If it elects to exercise the Option, the obligation of a Purchaser to purchase the Additional Notes hereunder on terms reasonably satisfactory an Option Closing Date is subject to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or same conditions as are set forth above in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition clauses (a)-(n) with respect to the obligations of Firm Notes, provided that each reference to the Purchasers specified Closing Date in this Section 2.1 may 6 shall, with respect to the closing of the sale of any of the Additional Notes, be waived in writing by deemed to be a reference to the Purchasersapplicable Option Closing Date.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions on or before as of the Closing Date: (a) The Fundamental Representations (other than the representations and warranties set forth herein or incorporated by reference contained in Article III hereof Section 4.04 and in any writing delivered by the Company pursuant hereto will Fundamental Representations that address matters as of particular dates) shall be true and correct in all material respects at and as of the Closing DateDate as though then made, and the Fundamental Representations that address matters as of particular dates shall be true and correct in all material respects as of such dates (in each case, disregarding all references to “material”, “Material Adverse Effect” and similar qualifications as to materiality set forth therein); (b) The representations and warranties contained in Section 4.04 and the representation and warranty contained in clause (y) of the first sentence of Section 4.06 shall be true and correct as of the Closing Date as though then made; (c) Except where the failure thereof to be true and correct would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the representations and warranties set forth in Article IV (other than the Fundamental Representations, and those representations and warranties that address matters as of particular dates) shall be true and correct as of the Closing Date as though then made, and (ii) the representations and warranties set forth in Article IV that address matters as of particular dates shall be true and correct as of such dates (in each of the foregoing clauses (i) and (ii), disregarding all references to “material”, “Material Adverse Effect” and similar qualifications as to materiality set forth therein); (d) Each of the Seller and the Company will shall have performed and complied in all material respects with each all of the covenants and agreements that are required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits at or prior to the Closing; (ci) The applicable waiting periods, if any, under the HSR Act and any other applicable Antitrust Laws shall have expired or been terminated and (ii) the Company and the Purchasers approval described in Schedule 3.01(e) shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasersbeen granted; (f) all proceedings to be taken by There shall not have been a Material Adverse Effect since the Company in connection with the consummation date of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit this Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and No judgment, decree or other judicial order shall have been entered which would prevent the performance of the Company's obligations set forth in the Warrant and the Registration Rights this Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if anydeclare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded; and (h) The Seller or the Company, will as applicable, shall have delivered to the Purchaser each of the following: (i) a certificate of each of the Seller and the Company, dated as of the Closing Date, stating that the conditions specified in Sections 3.01(a), 3.01(b), 3.01(c) and 3.01(d), as they relate to the Seller and the Company, respectively, have been duly made satisfied, and obtained and all waiting periods will that the condition specified in Section 3.01(f) has been satisfied; and (ii) the Seller shall have expired on terms reasonably satisfactory delivered to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or Purchaser a certificate in the aggregateform attached as Exhibit C, have in a Material Adverse Effect or adverse effect on form reasonably acceptable to the performance Purchaser, duly executed and completed pursuant to Section 1445 of obligations under the Warrant Code and the Registration Rights Agreement. Any condition to Treasury Regulations promulgated thereunder certifying that the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersSeller is a U.S. person.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser(s) hereunder are subject to consummate the accuracy, as of the date hereof and on the Closing Date, of the representations and warranties of the Issuer contained herein, and to the performance by the Issuer of its obligations hereunder and to each of the following additional terms and conditions (or waiver thereof by the Purchaser(s)): (a) The Issuer shall have delivered a certificate of the Secretary of the Issuer, dated as of the Closing Date, (i) certifying the resolutions adopted by the Board of Directors of the Issuer (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement are subject and the issuance of the Purchased Shares, (ii) certifying the current version of the bylaws, as amended, of the Issuer and (iii) certifying as to the satisfaction signatures and authority of persons signing this Agreement and related documents on behalf of the following conditions on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date;Issuer. (b) The Issuer shall have delivered (i) a certificate evidencing the Company will have performed subsistence, and complied (ii) a certified copy of all charter documents of record, in all material respects with each both cases (i) and (ii) above for the Issuer, issued by the Secretary of the covenants and agreements required to be performed by it under this Agreement and Commonwealth of the agreements and documents attached hereto Commonwealth of Pennsylvania, as Exhibits of a date within five (5) business days prior to the Closing;Closing Date. (c) the Company and the Purchasers There shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreementno judgment, dated as of the date hereof (the "Credit Agreement")injunction, among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on order or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation decree prohibiting any of the transactions contemplated hereby, if anyand no action, will suit or proceeding shall be pending or threatened before or by any court or Governmental Authority seeking to restrain or prohibit, or seeking damages in connection with, the transactions contemplated hereby. The condition set forth in this subsection is sometimes referred to in this Agreement as the “Prohibition Condition.” (d) Issuer’s general counsel (“Issuer Counsel”) shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory furnished to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition Purchaser(s) its written opinions substantially to the obligations of the Purchasers specified in this Section 2.1 effect set forth on Exhibit A hereto, subject to such reasonable or customary assumptions, qualifications and conditions as may be waived in writing by the Purchasersacceptable to Issuer Counsel.

Conditions to the Purchaser’s Obligations. The obligations of Purchaser to affect the Purchasers to consummate the transactions contemplated by this Agreement Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions on or before the Closing Dateconditions: (a) Each of the representations and warranties set forth herein or incorporated made by the Sellers in this Agreement that is qualified by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will to materiality, Business Material Adverse Effect or Seller Material Adverse Effect shall be true and correct in all respects, and each of the representations and warranties made by the Sellers in this Agreement that are not so qualified shall by true and correct in all material respects respects, in each case as of the date of this Agreement and at and as of the Closing Date;Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time). (b) the Company will The Sellers shall have performed and complied in all material respects with each of the covenants agreement, covenant and agreements obligation required by this Agreement to be so performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits prior Sellers at or before the Closing (including, without limitation, delivering to Purchaser the Closing;items set forth in Section 2.9). (c) All consents or approvals or the Company and termination listed in Section 6.2(c) of the Purchasers Sellers’ Disclosure Schedule shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), been obtained and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers Purchaser shall have received an opinion, dated the Closing Date, copies of counsel to the Company, which counsel is experienced such consents in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to Purchaser. (d) Since the Purchasers;date of this Agreement, no event, circumstance or change shall have occurred, that individually or in the aggregate with one (1) or more other events, circumstances or changes, have had or reasonably could be expected to have, a Seller Material Adverse Effect or a Business Material Adverse Effect. (e) Each of the Sellers shall have delivered to Purchaser a certificate, dated the Closing Date and duly executed by the Chief Executive Officer of such Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions set forth in clauses (a) — (c) above have been satisfied. (f) all proceedings to be taken by the Company in connection with the consummation Each of the Closing Sellers shall have delivered to Purchaser a certificate of the corporate secretary of such Seller attaching thereto a true, correct and complete copy of resolutions of the board of directors of such Seller authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance thereby. (g) Each of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Sellers shall have been obtained other than those delivered to Purchaser a certificate of good standing or similar document (which for Rafaella Apparel Far East is a certificate of continuing registration) with respect to such Seller issued by the failure applicable Governmental Authority as of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect date within three (3) Business Days of the performance of such obligations; andClosing Date. (h) [Intentionally omitted] (i) Each of Rafaella and Verrazano shall have provided to Purchaser a certification in the form contained in Section 1.1445-2(b)(2)(iv) of the Treasury Regulations to the effect that such Seller is not a “foreign person.” (j) The Sellers shall have delivered to Purchaser a certificate dated the Closing Date and duly executed by the Chief Financial Officer of Rafaella to the effect that the Previous Month’s Balance Sheet was prepared in accordance with GAAP (subject to the absence of recordation of Taxes and certain footnote disclosures and normal year-end audit adjustments otherwise required by GAAP) consistently applied. (k) The Sellers shall have delivered to Purchaser the Order Book, Customer Orders, Purchase Orders, all governmental filingsUPC Codes and any CPSA Certificates with respect to the Inventory and Excluded Inventory. (l) The Sellers shall have delivered to the Purchaser the Previous Month Adjusted EBITDA Statement. (m) Rafaella shall have delivered a written acknowledgment, authorizations in form and approvals substance reasonably satisfactory to Purchaser, duly executed and delivered by the Senior Indenture Trustee pursuant to Section 8.04 of the Senior Indenture. (n) The Sellers shall have delivered written evidence, in form and substance reasonably satisfactory to Purchaser, that the Collateral Agreements have been terminated, all obligations thereunder have been satisfied or waived and any Encumbrances thereunder have been released. (o) The Sellers shall have delivered written evidence, in form and substance reasonably satisfactory to Purchaser, that the Financing Agreements other than the Note Purchase Agreement and the Cash Collateralized Letters of Credit have been terminated, all obligations under the Financing Agreements other than the Note Purchase Agreement and the Cash Collateralized Letters of Credit have been satisfied or waived and any Encumbrances thereunder other than applicable to the cash collateral in respect of the Cash Collateralized Letters of Credit have been released. (p) The Sellers shall have delivered written evidence, in form and substance reasonably satisfactory to Purchaser, that the Seller Factoring Agreements have been terminated and Seller Factor shall have consented in writing to the sale of Receivables, and the release of any and all Encumbrances against Sellers’ assets that are not Excluded Assets and that are subject to any Seller Factoring Agreement; provided, that Purchaser acknowledges that Seller Factor may require that Purchaser xxxxx x xxxx to Seller Factor in respect of transferred Receivables, and that Purchaser (and any applicable lender to Purchaser) shall, if requested or required by the Seller Factor, enter into an intercreditor agreement for the consummation benefit of Seller Factor in respect of all such transferred Receivables and proceeds thereof and such requirements and other customary requirements applicable to Purchaser for a transfer of Receivables of this type shall not be a basis for Purchaser to object to the transactions contemplated herebywritten evidence delivered hereunder. (q) Rafaella shall have filed, and delivered to Purchaser a copy of, any Deregistration Notice required to be filed under applicable Law. (r) Rafaella and the Escrow Agent (or, if anythe Escrow Agent is unable or unwilling to serve in such capacity, will have been duly made and obtained and all waiting periods will have expired on terms an alternative escrow agent reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals Purchaser) shall have entered into and delivered the absence of which would not, individually or in Escrow Agreement. (s) The Sellers shall have deposited the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersSellers’ XX Xxxx Deposit with HSBC.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement Notes on the Closing Date are subject to the satisfaction of the following conditions on or before the Closing Dateconditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded the Issuer or any of the securities of the Issuer or the financial strength rating of any of its Insurance Subsidiaries or in the rating outlook for the Issuer by any rating agency. (b) The representations and warranties set forth herein or incorporated by reference of the Issuer contained in Article III hereof and in any writing delivered by the Company pursuant hereto will this Agreement shall be true and correct in all material respects at (except to the extent already qualified by materiality) on and as of the date of this Agreement and on and as of the Closing Date as if made on and as of the Closing Date; (b) ; the Company will have performed statements of the Issuer’s officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and complied correct in all material respects with each (except to the extent already qualified by materiality) on and as of the date made and on and as of the Closing Date; the Issuer shall have performed all covenants and agreements required and satisfied all conditions on its part to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits or satisfied hereunder at or prior to the Closing;Closing Date. (c) the Company and the Purchasers The Purchaser shall have entered into received on the Closing Date a registration rights agreement with respect certificate, dated the Closing Date and signed by an executive officer of the Issuer, to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form effect set forth in EXHIBIT B attached hereto;Section 4(b) and to the effect that the representations and warranties of the Issuer contained in this Agreement are true and correct in all material respects (except to the extent already qualified by materiality) as of the Closing Date and that the Issuer has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers The Purchaser shall have received on the Closing Date an opinionopinion of counsel of the Issuer, dated the Closing Date, of counsel covering the matters set forth in Schedule I hereto, with customary qualifications, limitations and assumptions satisfactory to the Company, which counsel is experienced Purchaser acting in transactions good faith. Such opinion shall be rendered to the Purchaser at the request of the type contemplated hereby Issuer and shall so state therein. (e) The Issuer shall have executed and delivered the Indenture, in the form and substance reasonably satisfactory acceptable to the Purchasers;Purchaser, and the Purchaser shall have received an executed copy thereof. (f) all proceedings to The Notes shall be taken by the Company in connection with the consummation of the Closing Transaction eligible for clearance and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement;settlement through DTC. (g) all consents and waivers by third parties that are required for the consummation The sale of the transactions contemplated hereby and Notes shall not be enjoined (temporarily or permanently) on the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; andClosing Date. (h) all governmental filingsSince the date of this Agreement, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will there shall not have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filingsany event, authorizations change, occurrence, development, condition or approvals the absence state of which would notcircumstances or facts that has had or would, individually or in the aggregate, have reasonably be expected to have, a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersChange.

Conditions to the Purchaser’s Obligations. The obligations obligation of ------------------------------------------- the Purchasers to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction delivery of the fulfillment prior to or at the Closing of the following conditions on or before the Closing Dateconditions: (a) the The representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will contained in Section 3 shall be true and correct in all material respects at on and as of the Closing Date;in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Closing. (b) the The Company will shall have performed and complied in all material respects with each of the covenants all agreements, obligations and agreements conditions contained in this Agreement that are required to be performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to on or before the Closing;. (c) All authorizations, approvals or permits, if any, of any governmental authority or regulatory body of the Company United States or of any state or of any securities exchange or trading market on which the Common Stock is listed that are required in connection with the lawful issuance and sale of the Purchasers Securities pursuant to this Agreement shall have entered into a registration rights agreement been duly obtained and effective as of the Closing and all filings with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;such authorities or regulatory bodies shall have been made and accepted. (d) The Company shall have delivered a stock certificate to each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of Purchasers representing the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);Shares being purchased by such Purchaser hereunder. (e) The Company shall have executed and delivered the Warrants in the form attached hereto as Exhibit A to each of the Purchasers representing the Warrants being purchased by such Purchaser hereunder. (f) The Company shall have received an opiniondelivered such closing documents as shall be reasonably requested by the Purchasers in form and substance reasonably acceptable to the Purchasers' counsel, including, without limitation, the following: (i) a certificate of the Secretary of the Company, dated the Closing Date, of counsel as to the Company, which counsel is experienced in transactions incumbency of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasersany officer executing this Agreement or any document related thereto; (fii) all proceedings to be taken by a certified copy of the Company in connection with resolutions of the Company's Board of Directors authorizing (A) the execution, delivery and consummation of this Agreement, the Closing Transaction Registration Rights Agreement and the other Warrants and (B) transactions contemplated hereby and all certificatesthereby; and (iii) a certificate of the President of the Company, opinionsdated the Closing Date, instruments certifying that the conditions specified in this Section 6.01 have been fulfilled and other documentsthat as of the date of Closing, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement;there has not been no Material Adverse Change. (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement The Company shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations executed and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and delivered the Registration Rights Agreement. Any condition to , substantially in the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.form attached hereto as Exhibit B.

Conditions to the Purchaser’s Obligations. The obligations of the several Purchasers to consummate purchase and pay for the transactions contemplated by this Agreement are Notes shall be subject to the satisfaction accuracy of the following conditions on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference of the Company and each Guarantor in Article III hereof Section 1 hereof, in each case as of the date hereof, to the accuracy of the statements of the Company’s and in any writing delivered the Guarantors’ officers made pursuant to the provisions hereof, to the performance by the Company pursuant hereto will be true and correct in all material respects at and as each Guarantor of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the its covenants and agreements required to be performed by it under this Agreement hereunder and the agreements and documents attached hereto as Exhibits prior to the Closing;following additional conditions: (ci) The transactions contemplated by the Company and Medical Developers Purchase Agreement shall be consummated substantially concurrently with the Purchasers Closing. (ii) Each Purchaser shall have entered into a registration rights agreement receive, substantially simultaneously with respect to the Underlying Common Stock (Closing, payment in full of its pro rata portion, based on the "Registration Rights Agreement") substantially in the form principal amount of Notes purchased by such Purchaser, as set forth in EXHIBIT B attached hereto; (d) each on Schedule I, of the conditions which are required to be satisfied pursuant to Section 2 of Commitment Fee, as defined in that certain Credit AgreementCommitment Letter, dated as of January 19, 2011, by and between the date hereof (the "Credit Agreement")Company and DDJ Capital Management, among the CompanyLLC, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);on behalf of certain funds and/or accounts that it manages and/or advises. (eiii) the The Purchasers shall have received an opinion, dated the Closing Datedate hereof, of each of (i) Xxxxxxxx & Xxxxx LLP counsel for the Company in the form of Exhibit A-1, and (ii) K&L Gates LLP, special counsel to the Company, which counsel is experienced Company and the Guarantors with respect to Florida law matters in transactions the form of Exhibit A-2. (iv) Since the date of the type contemplated hereby most recent audited historical consolidated financial statements of Holdings contained in the Registration Statement, there shall not have occurred a Material Adverse Effect. (v) The Purchasers shall have received a certificate, dated the date hereof, and in the form and substance reasonably satisfactory to the Purchasers;, of the Chief Executive Officer and the Chief Financial Officer of the Company as to the accuracy of the representations and warranties of the Company and the Guarantors in this Agreement at and as of the date hereof; that the Company and the Guarantors have performed all covenants and agreements and satisfied all conditions on its part to be performed or satisfied at or prior to the date hereof. (fvi) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all The Purchasers shall have received such further certificates, opinions, instruments and documents or other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of information as it may have reasonably requested from the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) There shall not exist any breach or breaches of any of the representations and warranties set forth herein or incorporated by reference in Article III IV and Article V hereof, as of the date hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout Article IV and Article V (without taking into account any disclosures made by the Company or the Parent to the Purchaser pursuant to Section 3.1(g) hereof), as a result of which breach or breaches it is reasonable to conclude that the amount of the Loss resulting therefrom is more than thirty-five percent (35%) of the Purchase Price (for the avoidance of doubt, should there exist a breach or representation or warranty but, taking the existence of such breach or breaches into account, the amount of the Loss is less than thirty-five percent (35%) of the Purchase Price, the provisions of Section 1.4(b)(iii) hereof with respect to depositing the Deposited Amount with the Escrow Agent will apply); (b) The Company and the Parent shall not have undertaken any willful or intentional breach of the representations and warranties set forth in Article IV and Article V hereof, and the Company will and the Parent shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it each of them under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the Closing; (c) All consents that are required to prevent a breach of, a default under, a termination or modification of, or any acceleration of, any obligations under any contract to which the Company is a party shall have been obtained in form and substance reasonably satisfactory to the Purchaser; (d) Releases of any and all Encumbrances held by third parties against property of the Company, in form and substance reasonably satisfactory to the Purchaser, shall have been received; (e) All Government Consents that are required for the transfer of the Acquired Stock or the Technology Assets to the Purchaser and the Purchasers consummation of the other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Purchaser, and all applicable waiting periods shall have expired or been terminated; (f) No action, suit, or proceeding shall be pending or threatened before any Governmental Authority or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, or cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company, and no judgment, decree, injunction, order or ruling shall have been entered, nor shall any other legal restraint exist, which has or would have any of the foregoing effects; (g) Except as otherwise specified in writing by the Purchaser, all of the Company’s directors, statutory auditor and officers described in Schedule 2.1(g) attached hereto shall have duly executed and tendered their respective resignation letters; (h) The Purchaser and the Parent shall have entered into a registration rights shareholders’ agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated hereto as of the date hereof Exhibit A (the "Credit “Shareholders’ Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent”); (ei) All of the Purchasers Company’s operations shall have been moved from Suwon, Gyeonggi-do (the “Prior Location”) to Ansan, Gyeonggi-do (the “New Location”), the Company shall have replaced the carbon absorbent in the air emission control device located on the Company’s premises, and all Licenses required to permit the Company to operate in the Ordinary Course of Business at the New Location shall be in place; (j) Except as disclosed on Schedule 2.1(j) attached hereto, all intercompany payables will have been discharged in full, all agreements whether written or oral between the Company and the Parent or any Affiliate of the Parent will have been terminated, and the parties to such agreements will have mutually released all claims against each other arising out of such agreements; (k) The Purchaser shall have received an opinion, dated the Closing Date, of Yoon & Yang LLC, counsel to the Company and the Parent, substantially in the form of Exhibit B attached hereto; (l) In addition to the items set forth above, on or prior to the Closing, the Parent shall have delivered to the Purchaser all of the following: (i) a certificate in a form reasonably satisfactory to the Purchaser, dated the Closing Date, stating that the conditions specified in Section 2.1(a) and Section 2.1(b) have been satisfied, which may be waived by the Purchaser in its sole discretion; (ii) copies of all third party and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein; (iii) certified copies of the resolutions of the Parent’s board of directors approving the transactions contemplated by this Agreement; (iv) with respect to the Company, which counsel is experienced in transactions a copy of (i) the commercial registry extract pertaining to the Company, (ii) the business registration certificate of the type contemplated hereby Company, and in (iii) original national and local tax clearance certificates of the form Company ((i), (ii), and substance reasonably satisfactory to (iii) shall be current and effective as of the PurchasersClose of Business on the last day before the Closing Date); (fv) letters of the resignations described in Section 2.1(g) and the original certificate of the registered seal of each of the resigning directors, statutory auditor and officers; (vi) all documents and records relating to the business of the Company that are in the Parent’s possession, other than such documents and records which the Parent is required to retain by applicable law; (vii) duly executed (i) waiver of the Parent waiving the notice period to convene the extraordinary general meeting of the shareholders of the Company on the Closing Date (together with the certificate of the registered seal of the Parent) and (ii) minutes of the meeting of the board of directors of the Company resolving to convene such meeting of the shareholders on the Closing Date; and (viii) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby (provided such request is not intended to unreasonably delay the Closing). (m) All proceedings to be taken by the Company Parent in connection with the consummation of the Closing Transaction transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, documents required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of Parent to effect the transactions contemplated hereby and reasonably requested by the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Purchaser shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory in form and substance to the Purchasers other than those filingsPurchaser (provided that in making a determination of reasonable satisfaction hereunder, authorizations or approvals the absence of which would not, individually or in Purchaser is not intending to unreasonably delay the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights AgreementClosing). Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersPurchaser, but no such waiver will be effective unless it is set forth in a writing executed by the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchasers in writing) of the following conditions on or before as of the Closing Date:Date (or in the case of Section 2.2(f)(i) below, the date set out therein): (a) the representations Stage One IT Separation shall have been completed and warranties set forth herein the Seller Reorganization shall have been completed in accordance with the Steps Memo, except for (i) the Seller Reorganization steps and actions listed on Schedule 2.2(a), or incorporated by reference in Article III hereof (ii) any other matters which (1) are reliant on the actions of third parties and in any writing delivered by outside the Company pursuant hereto will be true and correct in all material respects at and as control of the Closing DatePurchasers or the Sellers, and (2) it is agreed between the Sellers and the Purchasers (each acting reasonably) can be catered for, to the Purchasers’ reasonable satisfaction, on a transitional basis pursuant to the terms of the Transition Services Agreement and/or the Employee Services Agreement (as the case may be) (the “Seller Reorganization Condition”); (b) the Company will Indemnity Letter of Credit and an amount equal to the Working Capital Escrow Amount shall have been deposited with the Escrow Agent by the Sellers; (c) each Seller shall have performed and complied in all material respects with each all of the covenants and agreements its obligations hereunder required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the Closing; (cd) the Company representations and the Purchasers warranties of each Seller contained in Article 3 shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated true and correct as of the Closing as though made at and as of such time (except that those representations and warranties which address matters only as of a particular date hereof (the "Credit Agreement"shall be true and correct as of such particular date), among except where the Company, failure of such representations and warranties in the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank")aggregate to be so true and correct has not had, and Key Corporate Capital Inc. ("Key") (GE Capitalwould not reasonably be expected to result in, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)a Material Adverse Effect; (e) the Purchasers shall have received a certificate signed by an opinionexecutive officer of each Seller confirming the matters set forth in Section 2.2(a) and Section 2.2(b) with respect to such Seller; (f) the Sellers shall have delivered to the Purchasers, dated or to such other person as specified below, each of the following: (i) the pre-Closing deliverables set forth in Sections 1.3(b) and 1.5(a); (ii) copies of all Required Consents set forth on Schedule 2.2(f)(ii) (and no such Required Consents set forth on Schedule 2.2(f)(ii) shall have been withdrawn, suspended or conditioned); (iii) certified copies of the charter and bylaws (or equivalent organizational documents) from the jurisdiction of organization of each Seller and each of the Companies and its Subsidiaries, as of a recent date (being no more than thirty (30) days prior to Closing); (iv) to the Notary the original shareholders’ register of the Hill B.V. Company which reflects Hill N.V. as the owner of the Dutch Securities; (v) as applicable, the certificates in respect of all issued Securities in the Companies and all of the issued and outstanding equity securities in the Subsidiaries; (vi) a copy of the Escrow Agreement, duly executed by each of the Sellers; (vii) to the Notary (with a copy to the UK Purchaser) powers of attorney duly executed on behalf of Hill N.V. and the Hill B.V. Company, respectively, and, to the extent required by the Notary, legalized and apostilled, in each case authorizing and instructing their respective representatives / the Notary to attend to and execute the Deed of Transfer; (viii) as applicable, certified copies of the resolutions duly adopted by each Seller’s board of directors (or its equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other agreements contemplated hereby, and the consummation of all transactions contemplated hereby and thereby; (ix) an affidavit from Hill Delaware that it is not a foreign person within the meaning of Section 1445 of the Code in a form and substance reasonably satisfactory to Purchaser, it being understood that the sole result of the failure of the Sellers to provide such affidavit shall be that the Purchasers may withhold from the Base Price a portion thereof in accordance with such Section 1445 but that the Purchasers may not withhold or delay the Closing as a result of such failure; (x) written resignations (including with respect to any local formalities or requirements under any Applicable Law), from each of the Persons set forth on Schedule 2.2(f)(x) resigning as directors and/or officers of each Company and its Subsidiaries with effect as of the Closing Date, of counsel to the Company, which counsel is experienced in transactions ; (xi) a copy of the type contemplated hereby and Transition Services Agreement, duly executed by Hill Delaware; (xii) a copy of the Employee Services Agreement, duly executed by Hill Delaware; (xiii) evidence, in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation , of the Closing Transaction release of all the NBAD Guarantees and Liens (other than Permitted Liens) on the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation assets of the transactions contemplated hereby and the performance of the Company's obligations set forth Companies other than Liens referenced in the Warrant payoff letters delivered pursuant to Section 1.3(b) which payoff letters shall include an agreement that, if such Repaid Indebtedness described therein is paid to such holder at the Closing such Liens shall be released, repaid, discharged, closed-out and/or terminated together with all ancillary documents and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsfilings necessary duly sworn and completed; and (hxiv) all governmental filingsevidence, authorizations in form and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms substance reasonably satisfactory to the Purchasers other than those filingsPurchasers, authorizations that all gratuities which have crystalized on or approvals before the absence of which would not, individually or Closing have been paid and satisfied in full. Save with the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations prior written consent of the Sellers, the Purchasers specified shall not prior to April 30, 2017, waive the Seller Reorganization Condition unless the Seller Reorganization Condition is substantially complete in this Section 2.1 may be waived in writing by the Purchasersall material respects.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate its purchase of the transactions contemplated by this Agreement are Purchased Securities shall be subject to the satisfaction on or prior to the Closing Date of each of the following conditions on (any or before all of which may be waived by the Closing Date:Purchaser with respect to itself in writing, in whole or in part, to the extent permitted by applicable Law): (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will contained in this Agreement shall be true and correct in all material respects at (other than the Fundamental Representations or those representations and warranties that are qualified by materiality or Material Adverse Effect, which, in each case, shall be true and correct in all respects) when made and as of the Closing DateDate (except that representations and warranties made as of a specific date shall be required to be true and correct as of such date only); (b) the Company will shall have performed and complied in all material respects with each all of the covenants and agreements contained in this Agreement that are required to be performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the ClosingClosing Date; (c) the Company and the Purchasers shall have entered into filed with Nasdaq a registration rights agreement with respect “Notification Form: Listing of Additional Shares” and supporting documentation, if required, related to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretoShares and Nasdaq shall have not raised any objection with respect thereto that has not been withdrawn; (d) each the Company shall have duly adopted and filed with the Secretary of State of the conditions which are required to be satisfied pursuant to Section 2 State of that certain Credit Agreement, dated as Delaware the Certificate of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), Designation and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") such filing shall have been accepted and the other parties which may from time to time Certificate of Designation shall be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)effective; (e) since the Purchasers date of this Agreement, no downgrading shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and occurred in the form rating accorded the “Company’s Indebtedness” (as defined in the Amended and substance reasonably satisfactory to Restated Credit Agreement) by any “nationally recognized statistical rating organization”, as that term is defined in Section 3(a)(62) under the PurchasersExchange Act; (f) all proceedings to be taken no notice of delisting from Nasdaq shall have been received by the Company in connection with respect to the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement;Common Stock; and (g) all consents and waivers by third parties that are required for the consummation of Company shall have delivered, or caused to be delivered, to the transactions contemplated hereby and the performance of Purchaser the Company's obligations set forth ’s Closing deliveries described in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filingsSection 2.06(a), authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasersas applicable.

Conditions to the Purchaser’s Obligations. The ----------------------------------------- Purchasers' respective obligations of to purchase or otherwise acquire the Purchasers Convertible Exchangeable Debenture to consummate be purchased or acquired by them on the transactions contemplated by this Agreement Closing Date pursuant to Section 2.1 are subject to the prior satisfaction in full of each of the following conditions on or before the Closing Dateconditions: (ai) The Existing Bank Lenders shall have consented in writing, in form and substance satisfactory to the Purchasers, to the Transaction Documents, the Restructuring, the other Transactions and the exercise by the Purchasers of all of their rights under the Transaction Documents; (ii) the Trust and the holders of the RHINOS shall have consented, in form and substance satisfactory to the Purchasers, to the Transaction Documents, the Restructuring, the other Transactions and the exercise by the Purchasers of all of their rights under the Transaction Documents; (iii) the Purchasers shall have received a copy of the Subordination Agreement duly executed by each of the parties thereto, including each of the Existing Bank Lenders, the holder of the RHINOS, the holders of the RHINOS Debentures, the Trust, the applicable trustees and the Obligors; (iv) there shall have been obtained in form and substance satisfactory to the Purchasers all other consents and waivers that are necessary in connection with the execution of the Transaction Documents and the execution and delivery of the Convertible Exchangeable Debentures hereunder; (v) the Bermuda Monetary Authority and the Bermuda Registrar of Companies shall have consented in form and substance satisfactory to the Purchasers to the Transactions, the Restructuring and the other transactions contemplated hereby; and (vi) the holders of the RHINOS shall have either (x) committed to exchange RHINOS for RHINOS Debentures or (y) forfeited their rights to exchange RHINOS for RHINOS Debentures with respect to all RHINOS, in each case on terms and conditions satisfactory to XL. (b) The capital and surplus of the U.S. Insurance Subsidiaries under Statutory Accounting Principles (not including any amounts attributable to the Purchase Price) shall not be less than $365.0 million (without giving effect to no more than $15.0 million of adjustments required by FASB 115). (c) The representations and warranties set forth herein or incorporated by reference of the Obligors in Article III hereof and in any writing delivered by the Company pursuant hereto will Transaction Documents shall be true and correct in all material respects at such time (without giving effect to any qualifications as to materiality or knowledge contained therein). The Company shall have performed and complied with all covenants and agreements required by such Transaction Documents to be performed or complied with by it at such time. Before and after giving effect to the use of proceeds of the Purchase Price, no Default or Event of Default (as defined in the Debentures) shall have occurred and be continuing. The Purchasers shall have received an Officers' Certificate dated as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior Date to the Closing; effect that the conditions in this clause (c) the Company and the Purchasers shall clauses (i)(i) and (j) of this Section 5.1 have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;been satisfied. (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the The Purchasers shall have received an opinion, dated the Closing Date, of each of Xxxxx, Xxxxx & Xxxxx, special counsel to the Company, which Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel is experienced in transactions to the Company, and Xxxxxxx X'Xxxxx, General Counsel of the type contemplated hereby Company, in each case, covering such matters as are requested by the Purchasers and in the form and substance reasonably satisfactory to the Purchasers;. (e) The Purchasers shall have received the Convertible Exchangeable Debentures, together with the related Voting Preferred Stock, to be issued on the Closing Date, duly executed by the Company and in the denominations and registered in the names specified in or pursuant to Section 2.1(c). (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction The Collateral Agreement shall have been duly executed and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with and the Credit Agreement;Collateral Agent thereunder. (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the The Registration Rights Agreement Agreements shall have been obtained other than those duly executed and delivered by the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect Company and its Subsidiaries party thereto and the performance of such obligations; andPurchasers. (h) all governmental filings, authorizations The Company and approvals each of its Subsidiaries shall have taken such requisite action necessary to ensure that are required for the consummation of the transactions contemplated hereby, if any, it will be able to comply with Section 6.3 and have been duly implemented any requests made and obtained and all waiting periods will pursuant to Section 6.3. (i) There shall not have expired on terms reasonably satisfactory occurred or become known to the Purchasers other than those filingsany events or changes (A) since December 31, authorizations or approvals the absence of which would not2000 that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect Effect, or (B) that have had or could reasonably be expected to have an adverse effect on the rights or remedies of the Purchasers, or on the ability of any of the Obligors to perform their respective obligations hereunder or under the other Transaction Documents, (ii) the Purchasers shall not have become aware after the date hereof of any information or other matter affecting the Company, any of its Subsidiaries or the transactions contemplated hereby which is inconsistent in a material and adverse manner with any such information or other matter disclosed to the Purchasers prior to the date hereof, (iii) trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market shall not have been suspended or limited and minimum or maximum prices or maximum ranges for prices shall not have been established on any such exchange; (iv) a banking moratorium shall not have been declared by New York or United States authorities; and (v) there shall not have been (A) an outbreak or escalation of material hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other material insurrection or armed conflict involving the United States or any other national or international calamity or emergency or (C) any material change or disruption in the general financial banking or capital markets of the United States. (j) Since the date of this Agreement, neither A.M. Best Company nor Standard & Poor's Ratings Services shall have downgraded the ratings ascribed to the Company or any of its Subsidiaries on the date of this Agreement; and since the date of this Agreement, neither A.M. Best Company nor Standard & Poor's Ratings Services shall have issued any warning of or announced that it is considering a possible downgrade. (k) The Purchasers shall have received confirmation to their satisfaction that the transactions contemplated hereby will not trigger any payments under any of the Com- pany's employment arrangements or loss of benefits under any of the Company's reinsurance or other material contracts. (l) The fees and expenses of the Purchasers' counsel, accountants and other advisors and consultants, including, with respect to XL, Xxxxxx Xxxxxx & Xxxxxxx, Am-Re Consultants, Inc. and PriceWaterhouseCoopers, LLP, shall have been paid in accordance with Section 7.4 hereof. (m) No insurance regulatory department shall have indicated that it may take any action to seize control of the Company. (n) The Purchasers shall have received a duly executed Lock-Up Agreement from each of the directors (other than outside directors) and executive officers of the Company. (o) The Purchasers shall have received a certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, certifying (A) (i) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of the Company, authorizing (1) the execution, delivery and performance of obligations under the Warrant Transaction Documents to which it is a party and (2) the Transactions and (ii) that such resolutions have not been amended, modified, revoked or rescinded; (B) as to the incumbency and specimen signature of each officer executing any Transaction Documents on its behalf and (C) that attached thereto are true and complete copies of its constituent documents; and such certificate and the Registration Rights Agreement. Any condition resolutions attached thereto shall be in form and substance satisfactory to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers. (p) On the Closing Date, in addition to any Convertible Exchangeable Debentures purchased by Century, directors and officers of the Company or their Affiliates shall purchase Convertible Exchangeable Debentures in an aggregate principal amount of at least $2.0 million and no more than $2.5 million; provided, however, that no individual director or officer (or affiliate -------- ------- thereof) of the Company may purchase Convertible Exchangeable Debentures in a principal amount of less than $500,000. (q) XL shall have received a duly executed voting proxy (the "D&O Proxies"), in form and substance satisfactory to XL, from each of the directors and officers of the Company that purchase Convertible Exchangeable Debentures (other than any outside directors of the Company that purchase Convertible Exchangeable Debentures indirectly through Century) pursuant to which such directors and officers shall assign to XL the voting power of the Debentures, Voting Preferred Stock, Newco Voting Preferred Stock and Common Stock of the Company and Newco into which such Debentures are convertible or for which they are exchangeable.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment prior to or at Closing of each of the following conditions on or before the Closing Dateconditions: (a) the 7.2.1 The representations and warranties of the Corporations and the Sellers set forth herein or incorporated by reference in Article Articles III hereof and in any writing delivered by the Company pursuant hereto will IV shall be true and correct in all material respects at (other than representations and warranties that are qualified as to materiality and Material Adverse Change, which representations and warranties shall be true in all respects) on the date hereof and on and as of the Closing Date;Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be measured only as of such specified date), except where the failure of such representations and warranties to be so true and correct (without giving effect to any limitations as to "materiality" or a Material Adverse Change set forth therein) does not have and is not reasonably likely to result in, individually or in the aggregate, a Material Adverse Change with respect to the Consolidated Companies, provided that the representations and warranties set forth in Sections 3.3, 3.4, 3.5, 4.2, 4.3 and 4.4 shall be true and correct in all material respects (other than representations and warranties which are qualified as to materiality, which representations and warranties shall be true in all respects) on the date hereof and as of the Closing Date as though made on and as of the Closing Date (except for representations and warranties made as of a specified date, which shall be measured as of such specified date). (b) 7.2.2 Each of the Company will Sellers and each of the Corporations shall have performed in all material respects each obligation and agreement and shall have complied in all material respects with each of the covenants and agreements required covenant to be performed and complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits at or prior to the Closing;. (c) 7.2.3 Except as disclosed in the Company and Financial Statements or in Section 3.6 of the Purchasers Corporations' Disclosure Schedule, during the period from September 30, 1999 through the Closing Date, there shall not have entered into a registration rights agreement with respect been any Material Adverse Change affecting the Consolidated Companies, nor any loss or damage to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each assets of the conditions Consolidated Companies, whether or not insured, which are required materially affects the Consolidated Companies' ability to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of conduct the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers Businesses. The Purchaser shall have received an opiniona certificate (executed by the President or any Vice President of the Parent Seller to such officer's best knowledge), dated the Closing Date, of counsel to the Companyforegoing effect. It is understood that for purposes of this Agreement (including the provisions of Section 7.2.1 and Section 7.2.2), events which counsel is experienced in transactions occur after the date hereof and which (x) result principally from the acts or omissions of the type Purchasers and/or their respective Affiliates, (y) constitute a change in or effect upon the a ssets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of the Consolidated Companies arising out of or principally attributable to conditions, events or circumstances generally affecting the industries in which the Consolidated Companies operate or (z) constitute a change in or effect upon the assets (including intangible assets), liabilities (contingent or otherwise), condition (financial or otherwise) or results of operations of the Consolidated Companies arising out of or attributable to the loss by the Consolidated Companies of any of their customers (including business of such customers), suppliers or employees (including any financial consequences of such loss of customers (including business of such customers), suppliers or employees) due principally to the transactions contemplated hereby and or the public announcement of this Agreement shall not be taken into account in the form and substance reasonably satisfactory determining whether any Material Adverse Change has tr anspired with respect to the Purchasers;Sellers or the Consolidated Companies. 7.2.4 (fi) all proceedings to be taken by the Company The authorizations, consents, waivers, approvals or other actions required in connection with the consummation execution, delivery and performance of this Agreement by the Corporations and the Sellers and referred to in Section 2 of the Closing Transaction and the other transactions contemplated hereby and all certificatesCorporations' Disclosure Schedule, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained and shall be in full force and effect; and (ii) all authorizations, consents, waivers, approvals or other than those actions necessary to permit the failure Purchasers to own the RSI Common Stock and the BBMC Common Stock shall have been obtained and shall be in full force and effect. 7.2.5 Prior to or at the Closing, the Sellers and the Corporations shall have delivered to the Purchaser the following: (i) a certificate of which the President or a Vice President of the Parent Seller, dated the Closing Date, to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance effect that (1) the person signing such certificate is familiar with this Agreement and (2) to the best of such obligationsperson's knowledge, the conditions specified in Sections 7.2.1, 7.2.2, 7.2.3 and 7.2.4 have been satisfied; and (hii) a certificate of the Secretary or Assistant Secretary of each of the Sellers and each of the Corporations, dated the Closing Date, as to the incumbency of any officer of such entity executing this Agreement or any document related hereto; and setting forth the organizational documents of such entity and all governmental filingsamendments thereto and the resolutions of such entity's Board of Directors (or Executive Committees thereof) authorizing the execution, authorizations delivery and approvals that are required for the consummation of this Agreement and the transactions contemplated hereby, if any, will . 7.2.6 The Parent Seller shall have been duly made executed and obtained and all waiting periods will have expired on terms reasonably satisfactory to delivered the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant Transition Support Agreement and the Registration Rights Sellers shall have executed and delivered the Escrow Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The Purchaser's obligations of the Purchasers to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction due performance by the Unified Government of the following conditions Unified Government's obligations and agreements to be performed hereunder on or before prior to the Closing Date and to the accuracy of and compliance with the Unified Government's representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the representations Purchaser on or prior to the Closing Date a duly executed copy of the Ordinance, the Indenture, the Base Lease, the Sublease Agreement and warranties set forth herein the Performance Agreement and any other instrument contemplated thereby shall be in full force and effect and shall not have been modified or incorporated by reference changed except as may have been agreed to in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects Purchaser; (b) The Unified Government shall confirm on the Closing Date by a certificate that at and as of the Closing Date; (b) Date the Company will have performed Unified Government has taken all action necessary to issue the Series 2021A Bonds and complied that there is no controversy, suit or other proceeding of any kind pending or threatened wherein any question is raised affecting in all material respects with each any way the legal organization of the covenants Unified Government or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2021A Bonds, or the constitutionality or validity of the indebtedness represented by the Series 2021A Bonds or the validity of the Series 2021A Bonds or any proceedings in relation to the issuance or sale thereof. The form and agreements required substance of such certificate shall be satisfactory to be performed by it under this Agreement the Purchaser and the agreements and documents attached hereto as Exhibits prior to the Closing;Sublessee; and (c) Receipt by the Company Purchaser and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially Sublessee of an approving opinion from Xxxxxxx & Xxxx, P.C., Bond Counsel, in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction Purchaser and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersSublessee.

Conditions to the Purchaser’s Obligations. The obligations Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay for the Purchasers to consummate the transactions contemplated by this Agreement are Shares evidenced thereby shall be subject to the satisfaction following conditions, any one or more of which may be waived by the following conditions on or before the Closing DatePurchaser: (a) the closing of purchases of Common Stock by the Other Purchasers equal to at least the Minimum Purchase Amount; (b) each of the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will made herein shall be true and correct in all material respects at and accurate as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect delivery to the Underlying Common Stock (Purchaser by counsel to the "Registration Rights Agreement") Company of legal opinions substantially similar in substance to the form set forth in EXHIBIT forms of opinion attached as Exhibit B attached hereto; (d) receipt by the Placement Agent, on each of the conditions which date hereof and the Closing Date, a letter dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Placement Agent, from Xxxxx Xxxxxxxx LLP (i) confirming that they are required independent public accountants within the meaning of the Securities Act and are in compliance with the applicable requirements relating to be satisfied pursuant the qualification of accountants under Rule 2-01 of Regulation S-X of the Rules and Regulations and (ii) containing statements and information of the type ordinarily included in accountants’ “comfort letters” to Section 2 underwriters in registered public offering with respect to the financial statements and certain financial information contained in the Private Placement Memorandum, excluding any financial statements and financial information contained in the Private Placement Memorandum, to the extent relating to Adaptix, Inc. (e) receipt by the Purchaser of that certain Credit Agreementa certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions effect that the representations and warranties of the type contemplated hereby Company set forth herein are true and in correct as of the form date of this Agreement and substance reasonably satisfactory as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to the Purchasersbe performed or satisfied on or prior to such Closing Date; (f) all proceedings to be taken receipt by the Company in connection with Purchaser of a certificate of the consummation Secretary of the Company, dated as of the Closing Transaction Date: (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the other transactions contemplated hereby issuance of the Shares; (ii) certifying the current versions of the Amended and all certificates, opinions, instruments Restated Certificate of Incorporation and other documents, including customary representations, warranties, covenants, conditions the Amended and remedies for breach, required Restated Bylaws of the Company; and (iii) certifying as to be delivered by the Company in accordance with signatures and authority of the Credit Agreementpersons signing this Agreement and related documents on behalf of the Company; (g) all consents and waivers receipt by third parties that are required the Purchaser of a certificate of good standing for the consummation Company for its jurisdiction of incorporation and a certificate of qualification as a foreign corporation for the Company for any jurisdictions in which it is qualified to transact business as a foreign corporation; (h) receipt by the Purchaser of a certificate from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Closing Date; (i) there shall have been obtained other than those no suspensions in the failure trading of which the Common Stock as of the Closing Date; (j) the Common Stock shall continue to be obtained would not have a Material Adverse Effect listed on or which would not adversely affect The Nasdaq Global Select Market as of the performance Closing Date and the Shares shall be approved for listing on The Nasdaq Global Select Market as of such obligationsthe Closing Date, subject to official notice of issuance; and (hk) the fulfillment in all governmental filings, authorizations and approvals that are required for the consummation material respects of those undertakings of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory Company to be fulfilled prior to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersClosing.

Conditions to the Purchaser’s Obligations. The obligations obligation of ------------------------------------------- the Purchasers to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction delivery of the fulfillment prior to or at the Closing of the following conditions on or before the Closing Dateconditions: (a) the The representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will contained in Section 3 shall be true and correct in all material respects at on and as of the Closing Date;in all material respects with the same effect as though such representations and warranties had been made on and as of the date of such Closing. (b) the The Company will shall have performed and complied in all material respects with each of the covenants all agreements, obligations and agreements conditions contained in this Agreement that are required to be performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to on or before the Closing;. (c) the The Company and shall have delivered a stock certificate to each of the Purchasers shall have entered into a registration rights agreement with respect to representing the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;Shares being purchased by such Purchaser hereunder. (d) The Company shall have executed and delivered the Warrants in the form attached hereto as Exhibit A to each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of Purchasers representing the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);Warrants being purchased by such Purchaser hereunder. (e) The Company shall have delivered such closing documents as shall be reasonably requested by the Purchasers shall have received an opinionin form and substance reasonably acceptable to the Purchasers' counsel, including, without limitation, the following: (i) a certificate of the Secretary of the Company, dated the Closing Date, as to the incumbency of counsel to any officer executing this Agreement or any document related thereto; (ii) a certified copy of the resolutions of the Company's Board of Directors authorizing (A) the execution, delivery and consummation of this Agreement, the Registration Rights Agreement and the Warrants and (B) transactions contemplated hereby and thereby; and (iii) a certificate of the President of the Company, which counsel is experienced dated the Closing Date, certifying that the conditions specified in transactions this Section 6.01 have been fulfilled and that as of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers;date of Closing, there has not been no Material Adverse Change. (f) all proceedings to be taken by the The Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations executed and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and delivered the Registration Rights Agreement. Any condition to , substantially in the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.form attached hereto as Exhibit B.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are shall be subject to the satisfaction fulfillment prior to or at Closing of each of the following conditions on or before the Closing Dateconditions: (a) the All representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered made by the Company pursuant Seller in this Agreement and the Schedules hereto will and the Other Documents to which it is a party shall be true true, correct and correct complete in all material respects at on the date hereof and as of the Closing Date; Date as though such representations and warranties were made as of the Closing Date (b) or on the Company will date when made in the case of any representation or warranty which specifically relates to an earlier date), and the Seller shall have duly performed and or complied in all material respects with each all of the covenants covenants, obligations and agreements required conditions to be performed or complied with by it under the terms of this Agreement and the agreements and documents attached hereto as Exhibits Other Documents to which it is a party on or prior to or at Closing. (b) Prior to or at Closing, the ClosingSeller shall have delivered to the Purchaser all instruments of assignment, transfer and conveyance identified herein and such other closing documents as shall be requested by the Purchaser in form and substance reasonably acceptable to the Purchaser's counsel, including the following: (i) such instruments of sale, transfer, assignment, conveyance and delivery (including all vehicle titles), in form and substance reasonably satisfactory to counsel for the Purchaser (including without limitation one or more bargain and sale deeds with limited or special warranty covenants against grantor's acts, or the equivalent thereof, in recordable form, the bill xx Sale set forth as Exhibit B and the Assignment and Assumption Agreement set fort as Exhibit C), as are required in order to transfer to the Purchaser good and marketable title to the Transferred Assets free and clear of all Encumbrances except Permitted Encumbrances; (cii) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretoother Documents; (diii) each certificates from the appropriate state office for the states of Delaware and all other jurisdictions where the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementTransferred Property is located, dated as of a recent date, to the date hereof (effect that the "Credit Agreement"), among Seller is in good standing under the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)laws of that jurisdiction; (eiv) a certificate of an authorized officer of the Purchasers shall have received an opinionSeller, dated the Closing Date, of counsel to the Company, which counsel effect that (1) the Person signing such certificate is experienced familiar with this Agreement and (2) the conditions specified in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the PurchasersSection 6.2(a) have been satisfied; (fv) all proceedings to be taken by the Company in connection with the consummation a certificate of the Secretary or an Assistant Secretary of the Seller, dated the Closing Transaction Date, as to the incumbency of any officer of the Seller executing this Agreement, the Other Documents to which the Seller is a party or any document related thereto and covering such other matters as the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit AgreementPurchaser may reasonably request; (gvi) a certified copy of (1) the Certificate of Incorporation and by-laws of the Seller and all consents amendments thereto and waivers by third parties that are required for (2) the resolutions of the Seller's Board of Directors authorizing the execution, delivery and consummation of this Agreement, the Other Documents to which the Seller is a party and the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsthereby; and (hvii) all governmental filings, authorizations and approvals that are required for such other documents or instruments as the consummation of Purchaser reasonably requests to effect the transactions contemplated hereby. (c) The Seller shall have delivered, if any, will or caused to have been duly made delivered, to Purchaser, at Seller's sole cost and obtained expense, current as-built surveys for all Owned Real Property included in the Transferred Assets prepared by a registered surveyor in accordance with the minimum standard detail requirements for ALTA/ACSM Title Surveys and otherwise in form and substance sufficient to delete any and all waiting periods will "survey exceptions" from the title insurance policies covering said property. (d) The Purchaser shall have expired on terms reasonably received a title insurance policy (or a binding commitment to issue a title insurance policy) from a title insurance company satisfactory to Purchaser, insuring Purchaser's fee simple ownership of the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or Owned Real Property included in the aggregateTransferred Property and that the Purchaser's leasehold interest in the Leased Real Property included in the Transferred Property are good and marketable and free and clear of all liens and Encumbrances except Permitted Encumbrances, have a and deleting the "standard exceptions" thereto. (e) No Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition Change shall have occurred subsequent to the obligations date of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersAgreement.

Conditions to the Purchaser’s Obligations. The Purchaser’s obligations of the Purchasers to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction due performance by the Issuer of its obligations and agreements to be performed hereunder at or prior to the Closing Time and to the accuracy of and compliance with the representations and warranties of the following conditions on or before Issuer contained herein, as of the date hereof and as of the Closing DateTime, and are also subject to the following conditions: (a) The Ordinance shall have been duly passed, signed and published and the representations Bonds, this Agreement, the Indenture and warranties set forth herein or incorporated by reference the Lease shall have been duly authorized, executed and delivered substantially in Article III hereof and in any writing delivered the forms heretofore approved by the Company pursuant hereto will be true Purchaser and correct Issuer with only such changes therein as the Purchaser and the Issuer shall mutually agree. (b) At the Closing Time, the Purchaser shall receive: (i) The opinions dated as of the Closing Date and addressed to the Purchaser of (1) Xxxxxxx & Xxxx, P.C., Bond Counsel and (2) the City Attorney (or other counsel) for the Issuer, all in all material respects at forms reasonably acceptable to counsel for the Purchaser. (ii) A certificate, in form and substance satisfactory to the Purchaser, of the Mayor of the Issuer or any duly authorized officer or official of the Issuer satisfactory to the Purchaser, dated as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior , to the Closing; effect that: (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d1) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated Issuer’s representations contained herein is true and correct as of the date hereof Closing Time; (2) the "Credit Agreement")Issuer has authorized, among the Companyby all necessary action, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), adoption and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the due performance of the Company's obligations set forth Ordinance; (3) the Issuer has authorized, by all necessary action, the execution, delivery and due performance of the Bond Documents to which it is a party; (4) no litigation is pending, or to his or her knowledge threatened, to restrain or enjoin the issuance or sale of the Bonds or in any way affecting any authority for or the validity of the Bond Documents or the existence or powers of the Issuer or its right to lease the Leased Property to the Purchaser; and (5) the Bond Documents, executed by the Issuer, are in the Warrant forms, or in substantially the forms, approved for such execution by appropriate proceedings of the governing body of the Issuer and (6) the Registration Rights Agreement shall have been obtained Issuer is not in default under any of the Bond Documents. (iii) Such additional certificates and other than those documents as the failure of which Purchaser may reasonably request to be obtained would not have a Material Adverse Effect on or which would not adversely affect the evidence performance of such obligations; and (h) all governmental filings, authorizations or compliance with the provisions of this Agreement and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made all such certificates and obtained other documents to be satisfactory in form and all waiting periods will have expired on terms reasonably satisfactory substance to the Purchasers other than those filingsPurchaser. (c) At the Closing Time, authorizations or approvals the absence Purchaser shall continue in possession of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations Leased Property under the Warrant and the Registration Rights Agreement. Any condition to the obligations terms of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersLease.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) the The representations and warranties set forth herein or incorporated by reference in Article III V hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects (except that the representations and warranties which are qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, without giving effect to any Schedule Updates thereto; (b) The Company and the Company will Stockholders shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it each of them under this Agreement Agreement; (c) All third party consents listed on the "Required Consents Schedule" attached hereto shall have been obtained on terms reasonably satisfactory to the Purchaser; (d) To the extent required by the Purchaser or the Purchaser's lenders with respect to material Real Property Leases, the Company shall have obtained and delivered to the Purchaser estoppel certificates from the landlords, sublandlords or any other parties granting rights to the Company under such Real Property Leases (which shall contain such landlords', sublandlords' or other parties' consent to the transactions contemplated herein if required under the applicable lease), in form and substance reasonably satisfactory to the Purchaser and the agreements Purchaser's lenders; (e) All governmental filings, authorizations, and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Purchaser; (f) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded, or materially and adversely affect the right of the Purchaser to own, operate, or control the Company, and no judgment, decree, injunction, order, or ruling shall have been entered which has any of the foregoing effects; (g) Since the date of this Agreement, there shall have been no Material Adverse Effect or any event, development or change which has had or could reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; (h) The Purchaser shall have received an opinion, addressed to the Purchaser and dated the Closing Date, of Xxxxxxx Xxxxxx L.L.P., counsel to the Company and the Stockholders, with respect to the matters set forth on Exhibit A attached hereto, and the lenders providing debt financing in connection with the transactions contemplated by this Agreement shall be entitled to rely thereon; (i) On or before the Closing Date, the Company shall have delivered to the Purchaser all of the following: (i) a certificate from the Company in a form reasonably satisfactory to the Purchaser, dated the Closing Date, stating that the preconditions specified in Section 3.1(a) through (i) have been satisfied; (ii) a copy of the resolutions of the board of directors of the Company (and the shareholders if required under applicable law) approving the transactions contemplated by this Agreement, certified by the secretary of the Company; (iii) a copy of the articles of incorporation for the Company, certified by the Secretary of State of Texas and dated within five (5) business days of the Closing Date; (iv) a copy of the bylaws or equivalent document for the Company, certified by the Secretary of the Company; (v) all corporate records that are or relate to the Purchased Assets; (vi) a certificate from the Secretary of State of Texas, dated within five (5) business days of the Closing Date, as to the good standing of the Company; (vii) copies of the consents, filings, authorizations and approvals described in Section 3.1 to the extent applicable to the Company; and (viii) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby; (j) Xxxxxxx XxXxxxxx shall have entered into and delivered to the Purchaser the Consulting Agreement; (k) The Company shall have delivered to the Purchaser an acknowledgement from each of the financial institutions holding the accounts identified on the Officers, Directors and Bank Accounts Schedule attached hereto as Exhibits that the signing authority of each Stockholder with respect to such accounts has been terminated prior to the Closing; (cl) The Company shall have delivered to the Purchaser evidence that title to any motor vehicle identified on the Affiliated Transactions Schedule attached hereto as being used primarily by any Stockholder or Insider has been transferred and assigned to such Stockholder or Insider prior to the Closing; (m) The Company shall have delivered to the Purchaser an acknowledgement from Lana's Enterprises, Inc., that the oral sublease between the Company and Lana's Enterprises, Inc. has been terminated prior to the Purchasers Closing, that all obligations of the Company under such sublease have been satisfied in full, and that neither the Company nor the Purchaser shall have any further obligation or liability with respect to such sublease; (n) The Company shall have delivered to the Purchaser payoff letters with respect to all Repaid Closing Date Excluded Indebtedness outstanding as of the Closing and releases of all Liens securing such Repaid Closing Date Excluded Indebtedness; (o) The Company, the Stockholders and the Escrow Agent shall have entered into a registration rights agreement and delivered to the Purchaser the Escrow Agreement; (p) The Purchaser shall have obtained on terms and conditions satisfactory to it all of the financing it needs in order to consummate the transactions contemplated hereby; (q) The Purchaser shall be satisfied with the results of its business, legal and accounting due diligence with respect to its (i) interviews of the Underlying Common Stock Company's customers conducted on or after the date of this Agreement and (ii) review of materials provided to it by the "Registration Rights Company on or after the date of this Agreement". (r) substantially Xxxxxx Xxxxxx shall have executed and delivered to the Company a Release in the form as set forth on Exhibit Eattached hereto; (s) The Company shall have executed and delivered to the Purchaser the Xxxx of Sale in the form set forth in EXHIBIT B on Exhibit F attached heretohereto (the "Xxxx of Sale"); (dt) each of The Company shall have delivered to the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, Purchaser a non-foreign affidavit dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, sworn under penalty of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby perjury and in the form and substance reasonably satisfactory required under the Treasury Regulations issued pursuant to Code Section 1445 stating that the Purchasers;Company is not a "foreign person" as defined in Code Section 1445; and (fu) all All proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby by this Agreement and all certificates, opinions, instruments instruments, and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, documents required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of to effect the transactions contemplated hereby and reasonably requested by the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Purchaser shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory in form and substance to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights AgreementPurchaser. Any condition to the obligations of the Purchasers specified in this Section 2.1 3.1 may be waived in writing by the PurchasersPurchaser in its sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers ----------------------------------------- Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) the The representations and warranties set forth herein or incorporated by reference in Article III V and Article VI hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (without taking into account any disclosures made by the Company or the Sellers to the Purchaser pursuant to Sections 4.1(g), 5.24 and 6.6 hereof); (b) the The Company will and each Seller shall have performed and complied in with all material respects with each of the covenants and agreements required to be performed by it each of them under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the Closing; (c) All consents by third parties that are required for the transfer of the Acquired Units to the Purchaser, and the consummation of the other transactions contemplated hereby or that are required in order to prevent a breach of, a default under, a termination or modification of, or any acceleration of, any obligations under any material contract to which the Company and the Purchasers or any of its Subsidiaries is a party shall have entered into a registration rights agreement been obtained, and payoff letters with respect to all of the Underlying Common Stock (Company's and its Subsidiaries' Indebtedness outstanding as of the "Registration Rights Agreement") substantially in Closing and releases of any and all Liens held by third parties against property of the form set forth in EXHIBIT B attached heretoCompany or any of its Subsidiaries shall have been obtained, all on terms reasonably satisfactory to the Purchaser; (d) each All governmental filings, authorizations and approvals that are required for the transfer of the conditions which are required Acquired Units to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as the Purchaser and the consummation of the date hereof other transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Purchaser and the applicable waiting periods, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("KeyHSR Act") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)shall have expired or been ------- terminated; (e) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the Purchasers performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own, operate or control the Company or any of its Subsidiaries, and no judgment, decree, injunction, order or ruling shall have been entered which has any of the foregoing effects; (f) Except as otherwise specified in writing by the Purchaser to the Representative, all of the Company's and each of its Subsidiaries' directors, managers, and officers shall have resigned and such resignations shall be effective as of the Closing Date; (g) The Company and each of Xxxxx Xxxxxxx III, Xxxxxxx Xxxxxxx and Xxx Xxxxxxx shall have entered into an agreement relating to his employment with the Company (the "Employment Agreements"), substantially in the form of Exhibit --------------------- ------- B attached hereto, and the Employment Agreements shall be in full force and - effect; (h) The Purchaser shall have received an opinion, dated the Closing Date, of Xxxxxxx & Xxxxxx, L.L.C., counsel to the CompanyCompany and the Sellers, which counsel is experienced in transactions of the type contemplated hereby and substantially in the form of Exhibit C attached hereto; --------- (i) The Company shall have distributed the Excluded Assets and substance Liabilities to the Sellers, and the Sellers shall have accepted and assumed the Excluded Assets and Liabilities, pursuant to documents reasonably satisfactory to the PurchasersPurchaser; (fj) The Purchaser shall have obtained, at the Purchaser's sole cost and expense: (i) with respect to each parcel of Owned Real Property an ALTA owner's policy of title insurance Form B-1990 with deletion of creditor's rights exception issued by a title insurer (the "Title Company") satisfactory to the ------------- Purchaser, in such amount as the Purchaser determines to be the fair market value of the Owned Real Property, insuring title to the Owned Real Property in the Company subject only to the Permitted Encumbrances ("Title Policies"); and -------------- (ii) with respect to each parcel of Leased Property reasonably requested by the Purchaser or require by any lender to the Purchaser, an ALTA leasehold policy of title insurance Form B-1990 with deletion or creditor's rights exception issued by the Title Company in such amount as the Purchaser reasonably determine insuring title to the leasehold estate in such parcel of Leased Property in the Company subject only to Permitted Encumbrances. The Title Policies shall contain: (i) an "Extended Coverage Endorsement" insuring over the general exceptions contained in such policies; (ii) an ALTA Zoning Endorsement 3.1 (or equivalent); (iii) an endorsement insuring that the Owned Real Property or Leased Property, as the case may be, described in such Title Policy is the parcel shown on the Survey (as defined below) with respect to such Owned Real Property or Leased Property; (iv) an endorsement insuring that each street adjacent to such Owned Real Property or Leased Property is a public street and that there is direct and unencumbered access, ingress and egress to such street from such Owned Real Property and Leased Property; (v) if any parcel of Owned Real Property contains more than 1 record parcel, a contiguity endorsement insuring that all such record parcels are contiguous to one another; (vi) an Owner's Comprehensive Endorsement; (vii) a tax parcel endorsement and such other endorsements as shall be reasonably requested by the Purchaser or required by any lender to the Purchaser. (k) The Purchaser shall have received, at the Purchaser's sole cost and expense, a current ALTA/ACSM survey of each parcel of Owned Real Property and Leased Property with respect to which a Title Policy is required (the "Surveys") made in accordance with the 1992 ALTA/ACSM standards including items -------- 1 through 13 of Table A thereof made by a surveyor licensed in the jurisdiction in which such parcel of Owned Real Property or Leased Property is located and certified to the Purchaser, the Purchaser's lender and the Title Company as having been so made, disclosing the location of all improvements, easements, party-walls, sidewalks, roadways, utility lines and other matters required to be shown on the surveys and showing each such parcel of Owned Real Property or Leased Property to be free from encroachments of improvements located thereon onto adjacent property and to be free from encroachments of improvements located on property adjacent onto such parcel of Owned Real Property or Leased Property. (l) On or prior to the Closing Date, the Sellers shall have delivered to Purchaser all of the following: (i) a certificate from the Company and the Sellers in a form reasonably satisfactory to the Purchaser, dated the Closing Date, stating that the preconditions specified in Sections 3.1(a) through (j) have been satisfied; (ii) copies of all third party and governmental consents, approvals, filings, releases and terminations required in connection with the consummation of the transactions contemplated herein; (iii) certified copies of the resolutions of the Company's members approving the transactions contemplated by this Agreement; (iv) with respect to the Company and each of its Subsidiaries, certificates of the secretary of state of such company's state of formation and each state where such company is required to qualify to do business providing that such company is validly existing in such jurisdiction; (v) copies of the resignations described in Section 3.1(f); (vi) all documents and records relating to the business of the Company or any of its Subsidiaries that are in any Seller's possession; (vii) landlord consents, as applicable to this transaction, and estoppel certificates from the Company's and each of its Subsidiaries' landlords in form and substance satisfactory to the Purchaser; and (viii) such other documents or instruments as the Purchaser may reasonably request to effect the transactions contemplated hereby; and (m) All proceedings to be taken by the Company and each Seller in connection with the consummation of the Closing Transaction Transactions and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, documents required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of each Seller to effect the transactions contemplated hereby and reasonably requested by the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Purchaser shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory in form and substance to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights AgreementPurchaser. Any condition to the obligations of the Purchasers specified in this Section 2.1 3.1 may be waived in writing by the PurchasersPurchaser; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser hereunder to purchase the Purchasers to consummate Firm Securities on the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction performance by the Company of its obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the representations and warranties of the Company set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be Section 3 above are true and correct in all material respects at (except for those representations and warranties already qualified by materiality, which such representations and warranties shall be true and correct in all respects) on and as of the Closing Date as if made on and as of the Closing Date and the Company shall have complied in all material respects with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (b) the Purchasers shall have received on and as of the Closing Date a certificate of an executive officer of the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and Guarantors, with specific knowledge about the agreements and documents attached hereto as Exhibits prior Company's financial matters, satisfactory to the ClosingPurchasers, to the effect set forth in Section 6(a) and to the further effect that except as disclosed in the Exchange Act Documents filed as of the date hereof, there has not occurred any Material Adverse Change since the date of the Latest 10-Q; (c) Xxxxxxx Xxxxx LLP, special counsel for the Company and the Purchasers Guarantors, shall have entered into a registration rights agreement with respect furnished to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an their written opinion, dated the Closing Date, of counsel in substantially the form attached hereto as Exhibit C; (d) subsequent to the Companyexecution and delivery of this Agreement and prior to the Closing Date, which counsel there shall not have occurred any downgrading, nor shall any public notice have been given of (i) any intended downgrading or (ii) any review or possible change that does not indicate an improvement in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is experienced defined for purposes of Rule 436(g)(2) under the Securities Act; (e) subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall have been no suspension or material limitation of trading in transactions the Common Stock on the NYSE; (f) the Securities shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase; (g) the Company shall have duly executed each of the type contemplated hereby and other Transaction Documents; (h) each other Purchaser shall have purchased from the Company the Firm Securities in the aggregate principal amounts set forth in Schedule I hereto; (i) the Purchasers shall have received on and as of the Closing Date a certificate of the secretary of the Company and each of the Guarantors in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings taken by the Company or the Guarantors in connection with the issuance and sale of the Notes as herein contemplated shall be satisfactory in form and substance reasonably satisfactory to the Purchasers; (fj) all proceedings the Company and each Guarantor shall have delivered to be taken the Purchasers a certificate evidencing the incorporation and good standing of the Company and each such Guarantor in its state of incorporation or formation issued by the Company in connection with the consummation Secretary of State of such state of incorporation or formation as of a date within 20 days of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit AgreementDate; (gk) all consents the Company and waivers by third parties that are required for each Guarantor shall have delivered to the consummation of the transactions contemplated hereby and the performance of Purchasers a certificate evidencing the Company's obligations set forth in and each Guarantor's qualification as a foreign corporation and good standing issued by the Warrant states indicated for such party on Schedule II hereto as of a date within 20 days of the Closing Date. (l) the Company and the Registration Rights Agreement each Guarantor shall have been delivered to the Purchaser a certified copy of the Certificate of Incorporation, certificate of formation or comparable organizational document as certified by the Secretary of State of its state of incorporation or formation as of a date within 20 days of the Closing Date; (m) the Company shall have obtained other than those the failure of which all governmental, regulatory or third-party consents and approvals, if any, necessary to be obtained would not prior to the Closing Date for the sale of the Securities. Without limiting the generality of the foregoing, the Company shall also have a Material Adverse Effect on or which would not adversely affect obtained the performance consent and/or waiver of such obligationsthe Banks (as defined in that certain Credit Agreement dated as of February 27, 2004, as amended (the "CREDIT AGREEMENT")) under the Credit Agreement with respect to the issuance of the Securities and the granting of the Subsidiary Guarantees by the Guarantors; and (hn) all governmental filings, authorizations and approvals that are required for the consummation of Company shall have delivered to the Purchaser such other documents relating to the transactions contemplated herebyby this Agreement as the Purchaser or its counsel may reasonably request. If it elects to exercise the Option, if any, will have been duly made and obtained and all waiting periods will have expired the obligation of a Purchaser to purchase Additional Securities hereunder on terms reasonably satisfactory an Option Closing Date is subject to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or same conditions as are set forth above in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition clauses (a)-(m) with respect to the obligations of Firm Securities, provided that each reference to the Purchasers specified Closing Date in this Section 2.1 may 6 shall, with respect to the closing of the sale of any Additional Securities, be waived in writing by deemed to be a reference to the Purchasersapplicable Option Closing Date.

Conditions to the Purchaser’s Obligations. The several obligations of the Initial Purchasers to consummate purchase and pay for the transactions contemplated by this Agreement Securities on the Closing Date are subject to the satisfaction following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to (and including) the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the following possible change, in the rating accorded any of the Issuer or Guarantors' securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the Final Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Final Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Parent, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Issuer and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that each of the Issuer and the Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date: (a) . The officer signing and delivering such certificate may rely upon the representations and warranties set forth herein best of his or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and her knowledge as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing;proceedings threatened. (c) The Initial Purchasers shall have received on the Company Closing Date an opinion of Xxxxxxxx & Xxxxx LLP, outside United States counsel for the Issuer and the Guarantors, dated the Closing Date substantially in the form of Exhibit A hereto. (d) The Initial Purchasers shall have received on the Closing Date an opinion of Xxxxxx X. Xxxxxxx, Esq., Deputy General Counsel to the Parent, dated the Closing Date substantially in the form of Exhibit B hereto. (e) The Initial Purchasers shall have received on the Closing Date an opinion of Xxxxxxx XxXxxxxx Stirling Scales, Nova Scotia counsel for the Issuer, dated the Closing Date substantially in the form of Exhibit C hereto. (f) The Initial Purchasers shall have received on the Closing Date an opinion of Osler, Xxxxxx & Harcourt LLP, Canadian counsel for the Issuer and the Guarantors, dated the Closing Date substantially in the form of Exhibit D hereto. (g) The Initial Purchasers shall have received on the Closing Date an opinion of Xxxxx Xxxx & Xxxxxxxx, counsel for the Initial Purchasers, dated the Closing Date, with respect to such matters as X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated may reasonably request, and such counsel shall have received such documents and information as they may reasonably request for them to pass upon such matters. (h) The Initial Purchasers shall have received on the Closing Date and opinion of Davies Xxxx Xxxxxxxx & Xxxxxxxx LLP, Canadian counsel to the Initial Purchasers, dated the Closing Date with respect to such matters as X.X. Xxxxxx Securities Inc. and Xxxxxx Xxxxxxx & Co. Incorporated may reasonably request, and such counsel shall have received such documents and information as they may reasonably request for them to pass on such matters. The opinions of Xxxxxxxx & Xxxxx LLP, Xxxxxx X. Xxxxxxx, Esq., Xxxxxxx XxXxxxxx Stirling Scales and Osler, Xxxxxx & Harcourt LLP described in Section 5(c) to 5(f) above shall be rendered to the Initial Purchasers at the request of the Parent and shall so state therein. (i) The Initial Purchasers shall have received on each of the date hereof and the Closing Date letters, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchasers and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants to the Parent and its subsidiaries and Molson Inc. and its subsidiaries, containing statements and information of the type ordinarily included in accountants' "comfort letters" to initial purchasers with respect to the financial statements, pro forma financial statements and certain financial information contained in, and incorporated by reference into, the Final Memorandum; provided, however, that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (j) The Issuer, the Guarantors and the Initial Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") , dated the Closing Date substantially in the form set forth in EXHIBIT B attached of Exhibit E hereto;. (dk) each of the conditions which are required to be satisfied pursuant to Section 2 of No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state, foreign or provincial governmental or regulatory authority that certain Credit Agreementwould, dated as of the date hereof (Closing Date, prevent the "Credit Agreement")issuance or sale of the Securities; and no injunction or order of any United States federal, among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capitalstate or Canadian federal or provincial court shall have been issued that would, as Administrative Agentof the Closing Date, and NationsBank, as Revolver Agent);prevent the issuance or sale of the Securities. (el) the The Initial Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby such other documents and in the form and substance certificates as are reasonably satisfactory to the Purchasers; (f) all proceedings to be taken requested by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on you or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasersyour counsel.

Conditions to the Purchaser’s Obligations. The obligations Purchaser's obligation to execute and deliver the Escrow Agreement and to deposit the Purchase Price with the Escrow Agent are conditioned upon satisfaction of the Purchasers following conditions precedent on or before the Escrow Funding Date (any or all of which may be waived by the Purchaser in its sole discretion): (a) On the Escrow Funding Date, no legal action, suit or proceeding shall be pending or threatened which seeks to consummate restrain or prohibit the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing DateAgreement; (b) The representations and warranties of the Company will contained in this Agreement shall have been true and correct on the date of this Agreement and the representations and warranties of the Company contained in the Transaction Documents shall be true and correct on the Escrow Funding Date as if given on and as of the Escrow Funding Date (except for representations given as of a specific date, which representations shall be true and correct as of such date), and on or before the Escrow Funding Date the Company shall have performed and complied in all material respects with each of the covenants and agreements of the Company contained herein or in any of the other Transaction Documents required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to Company on or before the ClosingEscrow Funding Date; (c) No event which, if the Company and Note were outstanding, would constitute an Event of Default or a Repurchase Event or which, with the Purchasers giving of notice or the passage of time, or both, would constitute an Event of Default or a Repurchase Event shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretooccurred and be continuing; (d) each of The Company shall have delivered to the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementPurchaser a certificate, dated as of the date hereof Escrow Funding Date, duly executed by its Chief Executive Officer or Chief Financial Officer, to the effect set forth in subparagraphs (the "Credit Agreement"a), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders"b) and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)(c) of this Section 7.2; (e) The Company shall have delivered to the Purchasers Purchaser a certificate, dated the Escrow Funding Date, of the Secretary of the Company certifying (A) the Certificate of Incorporation and By-Laws of the Company as in effect on the Escrow Funding Date, (B) all resolutions of the Board of Directors (and committees thereof) of the Company relating to this Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby and (C) such other matters as reasonably requested by the Purchaser; (f) On the Escrow Funding Date, the Purchaser shall have received an opinionopinion of Schneider Weinberger, LLP, counsel for the Company, dated the Closing DateEscrow Xxxxxxx Xaxx, of counsel xxxxxxsed to the CompanyPurchaser, which counsel is experienced in transactions of the type contemplated hereby and in the form form, scope and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by Purchaser, substantially in the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement;form attached as EXHIBIT E; and (g) all consents On the Escrow Funding Date, (i) trading in securities on the NYSE, the AMEX or Nasdaq shall not have been suspended or materially limited and waivers (ii) a general moratorium on commercial banking activities in the State of New York shall not have been declared by third parties that are required for either federal or state authorities, nor shall there have occurred any material outbreak or escalation of hostilities or other national or international calamity or crisis of such magnitude in its effect on, or any material adverse change in any financial market which, in each case, in the consummation good faith judgment of the transactions contemplated hereby Purchaser, makes it impracticable or inadvisable to purchase the Note and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersWarrant.

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser hereunder to purchase the Purchasers to consummate Firm Securities on the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction performance by the Company of its obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the representations and warranties of the Company set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be Section 3 above are true and correct in all material respects at (except for those representations and warranties already qualified by materiality, which such representations and warranties shall be true and correct in all respects) on and as of the Closing Date; (b) Date as if made on and as of the Closing Date and the Company will shall have performed and complied in all material respects with each of the covenants all agreements and agreements required all conditions on its part to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits or satisfied hereunder at or prior to the Closing;Closing Date. (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (eb) the Purchasers shall have received on and as of the Closing Date a certificate of an executive officer of the Company, with specific knowledge about the Company’s financial matters, reasonably satisfactory to the Purchasers, to the effect set forth in Section 6(a) and to the further effect that except as disclosed in the Exchange Act Documents filed as of the date hereof, there has not occurred any Material Adverse Change since the date of the Latest 10-Q. (c) Fenwick & West LLP, special counsel for the Company, shall have furnished to the Purchasers their written opinion, dated the Closing Date, of counsel in substantially the form attached hereto as Exhibit C. (d) subsequent to the Companyexecution and delivery of this Agreement and prior to the Closing Date, which counsel is experienced in transactions there shall not have occurred any downgrading, nor shall any public notice have been given of the type contemplated hereby and (i) any intended downgrading or (ii) any review or possible change that does not indicate an improvement in the form and substance reasonably satisfactory rating accorded any securities of or guaranteed by the Company by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (e) subsequent to the Purchasersexecution and delivery of this Agreement and prior to the Closing Date, there shall have been no suspension or material limitation of trading in the Common Stock on the Principal Market; (f) the Company shall have duly executed each of the other Transaction Documents; (g) each other Purchaser shall have purchased from the Company the Firm Securities in the aggregate principal amounts set forth opposite each such Purchaser’s name in column (1) on in Schedule I hereto; (h) the Purchasers shall have received on and as of the Closing Date a certificate of the secretary of the Company in order to evidence the accuracy and completeness of any of the representations and warranties, or the fulfillment of any of the conditions, herein contained; and all proceedings to be taken by the Company in connection with the consummation issuance and sale of the Notes as herein contemplated shall be reasonably satisfactory in form and substance to the Purchasers; (i) the Company shall have delivered to the Purchasers a certificate evidencing the incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State the State of Delaware as of a date within 20 days of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit AgreementDate; (gj) all consents the Company shall have delivered to the Purchasers a certificate evidencing the Company’s qualification as a foreign corporation and waivers good standing issued by third parties that are required for the consummation States of California, Florida and Colorado as of a date within 20 days of the transactions contemplated hereby and Closing Date; (k) the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Securities shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase; (l) the Company shall have obtained other than those the failure of which all governmental, regulatory or third-party consents and approvals, if any, necessary to be obtained would not have a Material Adverse Effect on or which would not adversely affect prior to the performance Closing Date for the sale of such obligationsthe Securities; and (hm) all governmental filings, authorizations and approvals that are required for the consummation of Company shall have delivered to the Purchaser such other documents relating to the transactions contemplated herebyby this Agreement as the Purchaser or its counsel may reasonably request. If it elects to exercise the Option, if any, will have been duly made and obtained and all waiting periods will have expired the obligation of a Purchaser to purchase Additional Securities hereunder on terms reasonably satisfactory an Option Closing Date is subject to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or same conditions as are set forth above in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition clauses (a)-(m) with respect to the obligations of Firm Securities, provided that each reference to the Purchasers specified Closing Date in this Section 2.1 may 6 shall, with respect to the closing of the sale of any Additional Securities, be waived in writing by deemed to be a reference to the Purchasersapplicable Option Closing Date.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser hereunder to consummate purchase the transactions contemplated by this Agreement are Firm Securities on the Closing Date is subject to the satisfaction performance by the Company of its obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will be and each contained herein are true and correct in all material respects at on and as of the Closing Date as if made on and as of the Closing Date except for those representations and warranties already qualified by materiality and the Company shall have complied in all material respects with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (b) the Purchaser shall have received on and as of the Closing Date a certificate of an executive officer of the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and Guarantors, with specific knowledge about the agreements and documents attached hereto as Exhibits prior Company's financial matters, satisfactory to the ClosingPurchaser, to the effect set forth in Section 6(a) and to the further effect that there has not occurred any Material Adverse Change since the date of the Latest 10-Q; (c) Latham & Watkins LLP, special counsel for the Company and the Purchasers shall thx Xxxxantxxx, xxall have entered into a registration rights agreement with respect furnished to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an Purchaser their written opinion, dated the Closing Date, in the form attached hereto as Exhibit A; (d) Purchaser shall have received on and as of counsel to the Closing Date an opinion of Kent B. Magill, Vice President, General Counsel and Corporatx Xxxxxxxxx xx the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory attached hereto as Exhibit B; (e) subsequent to the Purchasersexecution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any public notice have been given of (i) any intended downgrading or (ii) any review or possible change that does not indicate an improvement in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization", as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; (f) all proceedings subsequent to be taken by the Company in connection with the consummation execution and delivery of this Agreement and prior to the Closing Transaction and Date, any suspension or material limitation of trading in the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by Common Stock on the Company in accordance with the Credit AgreementNYSE; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Securities shall have been obtained approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase; (h) the Company shall have duly executed each of the other than those Transaction Documents; (i) the failure Company shall have entered into purchase agreements, including this Agreement, obligating the Company to issue on the Closing Date to the Purchaser and the Additional Purchasers, in the aggregate, at least $100 million principal amount of which Notes; (j) the Purchaser shall have received on and as of the Closing Date a certificate of the secretary of the Company and each of the Guarantors; (k) the Company and each Guarantor shall have delivered to be obtained would not have the Purchaser a Material Adverse Effect on certificate evidencing the incorporation or which would not adversely affect organization and good standing of the performance Company or Guarantor in its state of incorporation or organization issued by the Secretary of State of such obligationsstate of incorporation or organization as of a date within 10 days of the Closing Date; (l) the Company and each Guarantor shall have delivered to the Purchaser a certified copy of the Certificate of Incorporation or other organizational document as certified by the Secretary of State of its state of incorporation or organization as of a date within ten (10) days of the Closing Date; and (hm) all governmental filings, authorizations and approvals that are required for the consummation of Company shall have delivered to the Purchaser such other documents relating to the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired by this Agreement as the Purchaser or its counsel may reasonably request. The obligation of the Purchaser to purchase Additional Securities hereunder on terms reasonably satisfactory the Option Closing Date are subject to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or same conditions as are set forth above in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition clauses (a)-(h) with respect to the obligations of Firm Securities, provided that each reference to the Purchasers specified Closing Date in this Section 2.1 may 6 shall, with respect to the closing of the sale of any Additional Securities, be waived in writing deemed to be a reference to the Option Closing Date; and further provided that the representations and warranties by the PurchasersCompany shall be qualified by any disclosures contained in documents filed by the Company between the Closing Date and the Option Closing Date with the Commission pursuant to the Exchange Act.

Conditions to the Purchaser’s Obligations. The several obligations of the Purchasers under this Agreement to consummate purchase the Securities will be subject to the following conditions: (a) Subsequent to the date of this Agreement and prior to the Closing Date, (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the business, financial condition or results of operations of the Company and its subsidiaries, taken as a whole, from that set forth in the Preliminary Memorandum that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable to market the Securities on the terms and in the manner contemplated in the Final Memorandum. (b) You shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of Acquisition, to the effect set forth in clause (a)(i) and (ii) above and to the effect that the representations and warranties of Acquisition contained in this Agreement are true and correct as of the Closing Date and that Acquisition has complied with all of the agreements and satisfied all the conditions on its part to be performed or satisfied on or before the Closing Date. (c) You shall have received on the Closing Date an opinion of Xxxxxxxx, Xxxxx & Xxxxxx, counsel to the Company, dated the Closing Date, that the Merger Agreement and the Merger have been duly and validly approved by the stockholders of the Company in accordance with the laws of the state of Rhode Island and the Company's articles of incorporation. (d) You shall have received on the Closing Date an opinion of Xxxxxxx Xxxxxxx & Xxxxxxxx, independent counsel to Acquisition, dated the Closing Date, to the effect set forth in Exhibit A; PROVIDED, HOWEVER, that any of the opinions set forth in Exhibit A with respect to the Company may be given by Xxxxxxxx, Xxxxx & Xxxxxx. (e) You shall have received on the Closing Date an opinion of Cravath, Swaine & Xxxxx, counsel to the Purchasers, dated the Closing Date, to the effect set forth in Exhibit B. (f) You shall have received on each of the date hereof and the Closing Date a letter, dated the date hereof and the Closing Date, as the case may be, in form and substance satisfactory to you, from Xxxxxx Xxxxxxxx LLP, independent public accountants, containing statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements and certain financial information, including the pro forma financial information, contained in the Final Memorandum as identified by you; provided that the letter delivered on the Closing Date shall use a "cut-off date" not earlier than the date hereof. (g) Prior to or concurrently with the issue and sale of the Securities by Acquisition, the Merger shall be consummated on terms that conform in all material respects to the Merger Agreement and the Purchasers shall have received true and correct copies of all documents pertaining thereto and evidence reasonably satisfactory to the Purchasers of the consummation thereof. (h) Prior to or concurrently with the issue and sale of the Securities by Acquisition, Acquisition shall have entered into the Credit Agreement and the initial borrowings thereunder shall have occurred. The Purchasers shall have received conformed counterparts thereof and all other documents and agreements entered into and received thereunder in connection with the closing of the Credit Agreement. There shall exist at and as of the Closing Date (after giving effect to the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; Merger Agreement) no condition that would constitute a default (cor an event that with notice or lapse of time or both would constitute a default) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with under the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser to purchase the Purchasers Securities to consummate the transactions contemplated be purchased by this Agreement are it hereunder is subject to the satisfaction satisfaction, on or prior to the Closing Date, of the following conditions on or before the Closing Dateconditions: (a) each of the representations and warranties set forth of the Issuer contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at on and as of such Closing Date and each of the Closing DatePurchasers shall have received a certificate attesting thereto signed by the President or a Vice President of the Issuer; (b) there shall not have occurred and there shall not otherwise exist any condition, event or development having, or likely to have (in the Company will have performed and complied in all material respects with each reasonable judgment of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the ClosingPurchasers), a Material Adverse Effect; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinionopinion from Shearman & Sterling, special counsel to the Issuer, and an opinion from Xxxxxx, Xxxx & Xxxxxx LLP, counsel to the Issuer, each dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (fd) the Secretary or an Assistant Secretary of the Issuer shall have delivered to the Purchasers at the Closing Date a Certificate dated as of the Closing Date certifying: (i) that attached thereto is a true and complete copy of the bylaws of the Issuer as in effect on the date of such certification; (ii) that attached thereto is a true and complete copy of all resolutions adopted by the Board of Directors of the Issuer authorizing the execution, delivery and performance of this Agreement, the Warrant Agreement and the Warrant Registration Rights Agreement, the issuance, sale and delivery of the Securities, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, the Warrant Agreement and the Warrant Registration Rights Agreement; (iii) that attached thereto is a true and complete copy of the Charter as in effect on the date of such certification; and (iv) to the incumbency and specimen signature of certain officers of the Issuer; (e) all corporate and other proceedings to be taken by the Company Issuer in connection with the consummation of transactions contemplated by this Agreement, the Closing Transaction Warrant Agreement and the other transactions contemplated hereby Warrant Registration Rights Agreement and all certificatesdocuments reflecting or evidencing such proceedings shall be reasonably satisfactory in scope, opinionsform and substance to the Purchasers and their legal counsel, and the Purchasers and their legal counsel shall have received all such duly executed counterpart originals or certified or other copies of such documents and instruments as they may reasonably request. (f) Newcourt shall have received duly executed and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered authenticated certificates representing the Series E & F Unit being purchased by the Company in accordance with the Credit Agreementit pursuant hereto; (g) all consents Lucent shall have received duly executed and waivers authenticated certificates representing the Series F Unit being purchased by third parties that are required for it pursuant hereto; (h) the consummation Certificates of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Designations shall have been obtained other than those duly filed with the failure Secretary of which to State of Delaware and shall be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsin full force and effect; and (hi) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will Issuer shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory paid to the Purchasers other than those filings, authorizations all fees and expense reimbursements required to be so paid on or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition prior to the obligations Closing Date pursuant to the terms of this Agreement or the Purchasers specified in fee letters being executed and delivered concurrently with the execution and delivery of this Section 2.1 may be waived in writing by the PurchasersAgreement.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers to consummate the transactions contemplated by this Agreement are Purchaser hereunder shall be subject to the satisfaction performance by the Authority of its obligations to be performed hereunder at and prior to the date of the following conditions on or before Closing, to the Closing Date: (a) accuracy in all material respects, in the reasonable judgment of the Purchaser, of the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated Authority herein both as of the date hereof (and as of the "Credit Agreement")date of the Closing, among and, in the Companyreasonable discretion of the Purchaser, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Companyfollowing conditions, which counsel is experienced including the delivery by the Authority of such documents, certificates and opinions as are enumerated in transactions of the type contemplated hereby and Schedule I attached hereto, all in the form and substance reasonably satisfactory to the Purchasers;Purchaser: (fa) all proceedings to At the time of the Closing, the Credit Enhancement, the Registration Rights Agreement and each of the Authority Documents shall be taken in full force and effect in the respective forms heretofore approved by the Company Authority and the Purchaser and none of the foregoing documents shall have been amended, repeated, modified or supplemented from the forms thereof as of the date hereof, except as may have been approved in connection writing by the Purchaser. (b) At or prior to the Closing, the Authority, the Purchaser, the Credit Enhancement Provider and the Trustee shall have duly executed and delivered each of the documents listed on Schedule 1 hereto to which each, respectively, is a party. (c) At the time of the Closing, the net proceeds derived from the sale of the Bonds shall be deposited with the consummation Trustee and applied for the purposes described in the Offering Memorandum and as provided in the Indenture. (d) At or prior to the Closing, the Purchaser shall receive the documents listed on Schedule I hereto in such number of counterparts as shall be mutually agreeable to the Closing Transaction Purchaser and the other transactions contemplated hereby Authority and all such additional legal opinions, certificates, opinionsproceedings, instruments and other documentsdocuments listed in the closing agenda as Counsel to the Purchaser, including customary representationsBond Counsel or Counsel to the Authority may reasonably request to evidence compliance by the Authority with legal requirements, warrantiesthe truth and accuracy, covenantsas of the time of the Closing, conditions of the respective representations and remedies for breachwarranties of the Authority in this Purchase Agreement, required the Indenture and the other Authority Documents and the due performance or satisfaction by the Authority at or prior to such time of all agreements then to be delivered performed and all conditions then to be satisfied by the Company in accordance with Authority. If the Credit Agreement; (g) all consents and waivers by third parties that are required for Authority shall be unable to satisfy the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition conditions to the obligations of the Purchasers specified Purchaser contained in this Purchase Agreement, or if the obligations of the Purchaser to purchase and accept delivery of the Bonds shall be terminated for any reason permitted by ties Purchase Agreement, this Purchase Agreement shall terminate and neither the Purchaser nor the Authority shall be under any further obligations hereunder; except that the obligations of the Authority to pay expenses, as provided in Section 2.1 may be waived 12 hereof and the obligations of the Authority contained in writing by the PurchasersSection 11 hereof shall continue in full force and effect.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) the a. The representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will IV shall be true and correct in all material respects at and as of the Closing DateDate as though then made (other than such representations and warranties that specifically relate to a specific date, which need only be true and correct as of such date), without giving effect to any schedule updates thereto pursuant to Section 7.3, except in all cases where the failure to be so true and correct (without giving effect to any limitation as to “materiality” or “Material Adverse Effect”) would not reasonably be expected to have a Material Adverse Effect; (b) the Company will b. Xxxxxxx shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it them under this Agreement and the agreements and documents attached hereto as Exhibits prior to on or before the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties c. All Governmental Consents that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been duly sought and obtained other than those (and, without limiting the failure generality of which to the foregoing, all applicable waiting periods (and any extensions thereof) under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), shall have expired or otherwise been terminated); d. There shall be obtained would not have a Material Adverse Effect on no Applicable Law or which would not adversely affect the performance final, nonappealable order of such obligations; and (h) all governmental filings, authorizations and approvals any Governmental Authority or arbitral body of competent jurisdiction that are required for is in effect that prohibits the consummation of any of the transactions contemplated hereby; e. Except as otherwise specified in writing by the Purchaser to Sellers prior to the Closing Date, if anyall of the directors and officers of New Asworth and each Acquired Company shall have resigned from such positions and such resignations shall be effective as of the Closing Date; f. On or before the Closing Date, will Sellers shall have been duly made and obtained and delivered to the Purchaser all waiting periods will have expired of the following: i. a certificate from the Trust Sellers, on terms behalf of the Sellers, in a form reasonably satisfactory to the Purchasers Purchaser, dated the Closing Date, stating that the conditions specified in Sections 3.1(a), (b) and (g) have been satisfied; ii. a copy of the resolutions or other than those filingsevidence of action of Sellers approving the transactions contemplated by this Agreement to be performed by Sellers; iii. all minute books, authorizations stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of New Asworth and each Acquired Company; iv. copies of the Governmental Consents described in Section 3.1(c) to the extent applicable to New Asworth, any Acquired Company and/or the Business; v. copies of the resignations described in Section 3.1(f); vi. such other documents or approvals instruments as the absence Purchaser may reasonably request to effect the transactions contemplated hereby; and vii. releases of the Purchaser, in a form reasonably acceptable to Sellers and the Purchaser, executed by each Seller; g. The Preliminary Transactions, as described on Schedule 2, shall have been effected in all material respects in accordance with Section 2.2; h. Xxxxxxx and the Escrow Agent shall have entered into and delivered to the Purchaser the Escrow Agreement; i. Remainco shall have entered into a joinder agreement, in substantially the form attached as Exhibit C hereto, pursuant to which would notRemainco shall agree to become a party to this Agreement for the purposes set forth in Articles IX and X hereof; j. The Purchaser (at the Purchaser’s sole cost) shall have received Phase I and, to the extent applicable, Phase II Environmental Site Assessments for each location identified on Schedule 3.1(j), performed in accordance with the provisions of Section 6.4. Such Phase I and Phase II Environmental Site Assessments shall be reasonably satisfactory to the Purchaser. For purposes of this Section 3.1(j), the Phase I and Phase II Environmental Site Assessments shall be deemed “reasonably satisfactory” to the Purchaser unless they identify Recognized Environmental Conditions (as defined in the ASTM standard specified in Section 6.4): (i) constituting, or reasonably likely, individually or in the aggregate, have to result in, a Material Adverse Effect Effect, or adverse effect (ii) that constitute current or former hazardous waste (as defined by the Resource Conservation and Recovery Act, as amended, 42 U.S.C., § 6901 et seq.) disposal sites or pesticide (as defined by the Federal Insecticide, Fungicide and Rodenticide Act, as amended, 7 U.S.C., § 136 et seq.) formulation, blending, mixing, storing or manufacturing operations that are reasonably likely, individually or in the aggregate, under subparagraph (a) of the definition of Remedial Action, to have a Remedial Action cost in excess of $10 million, as reasonably estimated by the Purchaser’s consultants who performed the Phase I and II work, taking into consideration the qualifications and limitations set forth in Section 10.2(k); provided, however, the Purchaser will waive the condition in this Section 3.1(j)(ii) upon Sellers’ adjustment of the Purchase Price in an appropriate amount based on the performance good faith estimate by the Purchaser’s consultants, after discussion with Sellers, of obligations under the Warrant reasonable cost of the Remedial Action; and k. Old Asworth shall have received a letter ruling (the “Letter Ruling”) from the IRS, in form and substance reasonably satisfactory to the Registration Rights AgreementPurchaser, granting the rulings requested in Old Asworth’s ruling request dated March 31, 2006. Any condition to the obligations of the Purchasers specified in this Section 2.1 3.1 may be waived in writing by the PurchasersPurchaser in its sole discretion.

Conditions to the Purchaser’s Obligations. The Purchaser’s obligations of the Purchasers to consummate the transactions contemplated by this Agreement are hereunder shall be subject to the satisfaction due performance by the City of the following conditions City’s obligations and agreements to be performed hereunder on or before prior to the Closing Date and to the accuracy of and compliance with the City’s representations contained herein, as of the date hereof and as of the Closing Date, and are also subject to the following conditions: (a) There shall be delivered to the Purchaser on or prior to the Closing Date a duly executed copy of the Ordinance, the First Supplemental Indenture, the First Supplemental Performance Agreement, this Agreement and the First Supplemental Lease and any other instrument contemplated thereby shall be in full force and effect and shall not have been modified or changed except as may have been agreed to in writing by the Purchaser; (b) The City shall confirm on the Closing Date by a certificate that at and as of the Closing Date the City has taken all action necessary to issue the Series 2017B Bonds and that there is no controversy, suit or other proceeding of any kind pending or threatened wherein any question is raised affecting in any way the legal organization of the City or the legality of any official act shown to have been done in the transcript of proceedings leading up to the issuance of the Series 2017B Bonds, or the constitutionality or validity of the indebtedness represented by the Series 2017B Bonds or the validity of the Series 2017B Bonds or any proceedings in relation to the issuance or sale thereof; (c) The Company shall execute a certificate, dated the Closing Date, to the effect that (i) no litigation, proceeding or investigation is pending against the Company or its affiliates or, to the knowledge of the Company, threatened which would (A) contest, affect, restrain or enjoin the issuance, validity, execution, delivery or performance of the Series 2017B Bonds, or (B) in any way contest the existence or powers of the Company, (ii) no litigation, proceeding or investigation is pending or, to the knowledge of the Company, threatened against the Company that could reasonably be expected to adversely affect its ability to perform its obligations hereunder, (iii) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will be herein were and are true and correct in all material respects at and not misleading as of the date made and as of the Closing Date; , and (biv) such other matters as are reasonably requested by the Company will have performed and complied other parties in all material respects connection with each the issuance of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;Series 2017B Bonds; and (d) each of Receipt by the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") Purchaser and the other parties which may Company of an approving opinion from time to time be Lenders thereunderXxxxxxx & Xxxx, and GE CapitalP.C., as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction Purchaser and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The Purchasers' respective obligations of to purchase or otherwise acquire the Purchasers Convertible Exchangeable Debenture to consummate be purchased or acquired by them on the transactions contemplated by this Agreement Closing Date pursuant to Section 2.1 are subject to the prior satisfaction in full of each of the following conditions on or before the Closing Dateconditions: (ai) The Existing Bank Lenders shall have consented in writing, in form and substance satisfactory to the Purchasers, to the Transaction Documents, the Restructuring, the other Transactions and the exercise by the Purchasers of all of their rights under the Transaction Documents; (ii) the Trust and the holders of the RHINOS shall have consented, in form and substance satisfactory to the Purchasers, to the Transaction Documents, the Restructuring, the other Transactions and the exercise by the Purchasers of all of their rights under the Transaction Documents; (iii) the Purchasers shall have received a copy of the Subordination Agreement duly executed by each of the parties thereto, including each of the Existing Bank Lenders, the holder of the RHINOS, the holders of the RHINOS Debentures, the Trust, the applicable trustees and the Obligors; (iv) there shall have been obtained in form and substance satisfactory to the Purchasers all other consents and waivers that are necessary in connection with the execution of the Transaction Documents and the execution and delivery of the Convertible Exchangeable Debentures hereunder; (v) the Bermuda Monetary Authority and the Bermuda Registrar of Companies shall have consented in form and substance satisfactory to the Purchasers to the Transactions, the Restructuring and the other transactions contemplated hereby; and (vi) the holders of the RHINOS shall have either (x) committed to exchange RHINOS for RHINOS Debentures or (y) forfeited their rights to exchange RHINOS for RHINOS Debentures with respect to all RHINOS, in each case on terms and conditions satisfactory to XL. (b) The capital and surplus of the U.S. Insurance Subsidiaries under Statutory Accounting Principles (not including any amounts attributable to the Purchase Price) shall not be less than $365.0 million (without giving effect to no more than $15.0 million of adjustments required by FASB 115). (c) The representations and warranties set forth herein or incorporated by reference of the Obligors in Article III hereof and in any writing delivered by the Company pursuant hereto will Transaction Documents shall be true and correct in all material respects at such time (without giving effect to any qualifications as to materiality or knowledge contained therein). The Company shall have performed and complied with all covenants and agreements required by such Transaction Documents to be performed or complied with by it at such time. Before and after giving effect to the use of proceeds of the Purchase Price, no Default or Event of Default (as defined in the Debentures) shall have occurred and be continuing. The Purchasers shall have received an Officers' Certificate dated as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior Date to the Closing; effect that the conditions in this clause (c) the Company and the Purchasers shall clauses (i)(i) and (j) of this Section 5.1 have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto;been satisfied. (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the The Purchasers shall have received an opinion, dated the Closing Date, of each of Xxxxx, Xxxxx & Xxxxx, special counsel to the Company, which Xxxxxxx Xxxx & Xxxxxxx, Bermuda counsel is experienced in transactions to the Company, and Xxxxxxx X'Xxxxx, General Counsel of the type contemplated hereby Company, in each case, covering such matters as are requested by the Purchasers and in the form and substance reasonably satisfactory to the Purchasers;. (e) The Purchasers shall have received the Convertible Exchangeable Debentures, together with the related Voting Preferred Stock, to be issued on the Closing Date, duly executed by the Company and in the denominations and registered in the names specified in or pursuant to Section 2.1(c). (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction The Collateral Agreement shall have been duly executed and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with and the Credit Agreement;Collateral Agent thereunder. (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the The Registration Rights Agreement Agreements shall have been obtained other than those duly executed and delivered by the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect Company and its Subsidiaries party thereto and the performance of such obligations; andPurchasers. (h) all governmental filings, authorizations The Company and approvals each of its Subsidiaries shall have taken such requisite action necessary to ensure that are required for the consummation of the transactions contemplated hereby, if any, it will be able to comply with Section 6.3 and have been duly implemented any requests made and obtained and all waiting periods will pursuant to Section 6.3. (i) There shall not have expired on terms reasonably satisfactory occurred or become known to the Purchasers other than those filingsany events or changes (A) since December 31, authorizations or approvals the absence of which would not2000 that, individually or in the aggregate, have had or could reasonably be expected to have a Material Adverse Effect Effect, or (B) that have had or could reasonably be expected to have an adverse effect on the rights or remedies of the Purchasers, or on the ability of any of the Obligors to perform their respective obligations hereunder or under the other Transaction Documents, (ii) the Purchasers shall not have become aware after the date hereof of any information or other matter affecting the Company, any of its Subsidiaries or the transactions contemplated hereby which is inconsistent in a material and adverse manner with any such information or other matter disclosed to the Purchasers prior to the date hereof, (iii) trading in securities generally on the New York Stock Exchange, American Stock Exchange or the Nasdaq National Market shall not have been suspended or limited and minimum or maximum prices or maximum ranges for prices shall not have been established on any such exchange; (iv) a banking moratorium shall not have been declared by New York or United States authorities; and (v) there shall not have been (A) an outbreak or escalation of material hostilities between the United States and any foreign power, (B) an outbreak or escalation of any other material insurrection or armed conflict involving the United States or any other national or international calamity or emergency or (C) any material change or disruption in the general financial banking or capital markets of the United States. (j) Since the date of this Agreement, neither A.M. Best Company nor Standard & Poor's Ratings Services shall have downgraded the ratings ascribed to the Company or any of its Subsidiaries on the date of this Agreement; and since the date of this Agreement, neither A.M. Best Company nor Standard & Poor's Ratings Services shall have issued any warning of or announced that it is considering a possible downgrade. (k) The Purchasers shall have received confirmation to their satisfaction that the transactions contemplated hereby will not trigger any payments under any of the Company's employment arrangements or loss of benefits under any of the Company's reinsurance or other material contracts. (l) The fees and expenses of the Purchasers' counsel, accountants and other advisors and consultants, including, with respect to XL, Xxxxxx Xxxxxx & Xxxxxxx, Am-Re Consultants, Inc. and PriceWaterhouseCoopers, LLP, shall have been paid in accordance with Section 7.4 hereof. (m) No insurance regulatory department shall have indicated that it may take any action to seize control of the Company. (n) The Purchasers shall have received a duly executed Lock-Up Agreement from each of the directors (other than outside directors) and executive officers of the Company. (o) The Purchasers shall have received a certificate of the Secretary or Assistant Secretary of the Company, dated as of the Closing Date, certifying (A) (i) that attached thereto is a true, complete and correct copy of resolutions duly adopted by the Board of Directors of the Company, authorizing (1) the execution, delivery and performance of obligations under the Warrant Transaction Documents to which it is a party and (2) the Transactions and (ii) that such resolutions have not been amended, modified, revoked or rescinded; (B) as to the incumbency and specimen signature of each officer executing any Transaction Documents on its behalf and (C) that attached thereto are true and complete copies of its constituent documents; and such certificate and the Registration Rights Agreement. Any condition resolutions attached thereto shall be in form and substance satisfactory to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers. (p) On the Closing Date, in addition to any Convertible Exchangeable Debentures purchased by Century, directors and officers of the Company or their Affiliates shall purchase Convertible Exchangeable Debentures in an aggregate principal amount of at least $2.0 million and no more than $2.5 million; provided, however, that no individual director or officer (or affiliate thereof) of the Company may purchase Convertible Exchangeable Debentures in a principal amount of less than $500,000. (q) XL shall have received a duly executed voting proxy (the "D&O Proxies"), in form and substance satisfactory to XL, from each of the directors and officers of the Company that purchase Convertible Exchangeable Debentures (other than any outside directors of the Company that purchase Convertible Exchangeable Debentures indirectly through Century) pursuant to which such directors and officers shall assign to XL the voting power of the Debentures, Voting Preferred Stock, Newco Voting Preferred Stock and Common Stock of the Company and Newco into which such Debentures are convertible or for which they are exchangeable.

Conditions to the Purchaser’s Obligations. The obligations Purchaser’s obligation to accept delivery of such certificates and to pay for the Purchasers to consummate the transactions contemplated by this Agreement are Securities evidenced thereby shall be subject to the satisfaction following conditions, any one or more of which may be waived by the following conditions on or before the Closing DatePurchaser: (a) each of the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will made herein shall be true and correct in all material respects at and accurate as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior delivery to the ClosingPurchaser by counsel to the Company of a legal opinion substantially similar in substance to the form of opinion attached as Exhibit A hereto; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretoherein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) each receipt by the Purchaser of a certificate of the conditions which are required to be satisfied pursuant to Section 2 Secretary of that certain Credit Agreementthe Company, dated as of the date hereof Closing Date: (i) certifying the "Credit Agreement"), among resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Securities; (ii) certifying the current versions of the Amended and Restated Certificate of Incorporation and the Bylaws of the Company, ; and (iii) certifying as to the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), signatures and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank authority of the persons signing this Agreement and Key, collectively referred to as related documents on behalf of the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)Company; (e) receipt by the Purchasers shall have received an opinion, dated Purchaser of a certificate of good standing for the Closing Date, Company for its jurisdiction of counsel incorporation and a certificate of qualification as a foreign corporation for the Company for any jurisdictions in which it is qualified to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchaserstransact business as a foreign corporation; (f) all proceedings to be taken by there shall have been no suspensions in the Company in connection with trading of the consummation Common Stock as of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit AgreementDate; (g) all consents and waivers by third parties that are required for the consummation Common Stock shall continue to be listed on The New York Stock Exchange as of the transactions contemplated hereby Closing Date, and the performance Securities shall be approved for listing on The New York Stock Exchange as of the Closing Date, subject to official notice of issuance; (h) completion by the Company of purchases and sales under the Agreements with Other Purchasers for gross proceeds to the Company's obligations set forth in , including the Warrant and the Registration Rights Agreement shall have been obtained other proceeds under this Agreement, of no less than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations$25,000,000; and (hi) the fulfillment in all governmental filings, authorizations and approvals that are required for the consummation material respects of those undertakings of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory Company to be fulfilled prior to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersClosing.

Conditions to the Purchaser’s Obligations. The several obligations of the Initial Purchasers to consummate purchase and pay for the transactions contemplated by this Agreement Securities on the Closing Date are subject to the satisfaction following conditions: (a) Subsequent to the execution and delivery of this Agreement and prior to (and including) the Closing Date: (i) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the following possible change, in the rating accorded any of the Parent's securities by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Issuer, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the Memorandum (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impracticable or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the Memorandum. (b) The Initial Purchasers shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Parent, to the effect set forth in Section 5(a)(i) and to the effect that the representations and warranties of the Issuer and the Guarantors contained in this Agreement are true and correct as of the Closing Date and that each of the Issuer and the Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date: (a) . The officer signing and delivering such certificate may rely upon the representations and warranties set forth herein best of his or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and her knowledge as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing;proceedings threatened. (c) the Company and the The Initial Purchasers shall have entered into a registration rights agreement with respect to received on the Underlying Common Stock (Closing Date an opinion of Kirkland & Ellis, outside counsel for the "Registration Rights Agreement") Issuer and the Guarantors, dxxxx xxx Clxxxxx Date substantially in the form set forth in EXHIBIT B attached of Exhibit A hereto;. (d) each The Initial Purchasers shall have received on the Closing Date an opinion of Annita Menogan, Esq., Assistant General Counsel to the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementIssuer, dated as txx Xxxxxxx Xxxe substantially in the form of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);Exhibit B hereto. (e) the The Initial Purchasers shall have received on the Closing Date an opinionopinion of Cravath, Swaine & Moore, counsel for the Initial Purchasers, dated the Closing Date, covxxxxx the matters referred to in Sections 3 and 6 of counsel to Exhibit A and such other matters as the CompanyInitial Purchasers may reasonably require. The opinions of Kirkland & Ellis and Annita Menogan, which counsel is experienced Esq. described in transactions Section 5(c) anx 0(x) xbovx xxxll be xxxxxxxx xx xhe Initial Purchasers at the request of the type contemplated hereby Parent and in the form and substance reasonably satisfactory to the Purchasers;shall so state therein. (f) all proceedings to be taken by the Company in connection with the consummation The Initial Purchasers shall have received on each of the Closing Transaction date hereof and the other transactions contemplated hereby Closing Date letters, dated the date hereof or the Closing Date, as the case may be, in form and all certificatessubstance satisfactory to the Initial Purchasers, opinionsfrom PricewaterhouseCoopers LLP, instruments independent public accountants to the Issuer and other documentsthe Guarantors, including customary representationscontaining statements and information of the type ordinarily included in accountants' "comfort letters" to underwriters with respect to the financial statements, warrantiespro forma financial statements and certain financial information contained in, covenantsand incorporated by reference into, conditions and remedies for breachthe Final Memorandum; provided, required to be however, that the letter delivered by on the Company in accordance with Closing Date shall use a "cut-off date" not earlier than the Credit Agreement;date hereof. (g) all consents and waivers by third parties that are required for the consummation The Initial Purchasers shall have received on each of the transactions contemplated hereby date hereof and the performance Closing Date letters, dated the date hereof or the Closing Date, as the case may be, in form and substance satisfactory to the Initial Purchasers, from KPMG, independent public accountants to the Issuer and the Guarantors, containing statements and information of the Company's obligations set forth type ordinarily included in accountants' "comfort letters" to underwriters with respect to certain pro forma and other financial information contained in, and incorporated by reference into, the Warrant and Final Memorandum; provided, however, that the Registration Rights Agreement letter delivered on the Closing Date shall have been obtained other use a "cutoff date" not earlier than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; anddate hereof. (h) all governmental filings, authorizations The Initial Purchasers shall have received such other documents and approvals that certificates as are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations requested by you or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasersyour counsel.

Conditions to the Purchaser’s Obligations. The obligations of Purchaser to affect the Purchasers to consummate the transactions contemplated by this Agreement Closing are further subject to the satisfaction or waiver at or prior to the Closing of the following conditions on or before the Closing Dateconditions: (a) Each of the representations and warranties set forth herein or incorporated made by the Sellers in this Agreement that is qualified by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will to materiality, Business Material Adverse Effect or Seller Material Adverse Effect shall be true and correct in all respects, and each of the representations and warranties made by the Sellers in this Agreement that are not so qualified shall by true and correct in all material respects respects, in each case as of the date of this Agreement and at and as of the Closing Date;Date as if made on that date (except in any case that representations and warranties that expressly speak as of a specified date or time need only be true and correct as of such specified date or time). (b) the Company will The Sellers shall have performed and complied in all material respects with each of the covenants agreement, covenant and agreements obligation required by this Agreement to be so performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits prior Sellers at or before the Closing (including, without limitation, delivering to Purchaser the Closing;items set forth in Section 2.9). (c) All consents or approvals or the Company and termination listed in Section 6.2(c) of the Purchasers Sellers’ Disclosure Schedule shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), been obtained and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers Purchaser shall have received an opinion, dated the Closing Date, copies of counsel to the Company, which counsel is experienced such consents in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to Purchaser. (d) Since the Purchasers;date of this Agreement, no event, circumstance or change shall have occurred, that individually or in the aggregate with one (1) or more other events, circumstances or changes, have had or reasonably could be expected to have, a Seller Material Adverse Effect or a Business Material Adverse Effect. (e) Each of the Sellers shall have delivered to Purchaser a certificate, dated the Closing Date and duly executed by the Chief Executive Officer of such Seller, in form and substance reasonably satisfactory to Purchaser, to the effect that the conditions set forth in clauses (a) – (c) above have been satisfied. (f) all proceedings to be taken by the Company in connection with the consummation Each of the Closing Sellers shall have delivered to Purchaser a certificate of the corporate secretary of such Seller attaching thereto a true, correct and complete copy of resolutions of the board of directors of such Seller authorizing the execution, delivery and performance of this Agreement, the Transaction Documents and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance thereby. (g) Each of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Sellers shall have been obtained other than those delivered to Purchaser a certificate of good standing or similar document (which for Rafaella Apparel Far East is a certificate of continuing registration) with respect to such Seller issued by the failure applicable Governmental Authority as of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect date within three (3) Business Days of the performance of such obligations; andClosing Date. (h) [Intentionally omitted] (i) Each of Rafaella and Verrazano shall have provided to Purchaser a certification in the form contained in Section 1.1445-2(b)(2)(iv) of the Treasury Regulations to the effect that such Seller is not a “foreign person.” (j) The Sellers shall have delivered to Purchaser a certificate dated the Closing Date and duly executed by the Chief Financial Officer of Rafaella to the effect that the Previous Month’s Balance Sheet was prepared in accordance with GAAP (subject to the absence of recordation of Taxes and certain footnote disclosures and normal year-end audit adjustments otherwise required by GAAP) consistently applied. (k) The Sellers shall have delivered to Purchaser the Order Book, Customer Orders, Purchase Orders, all governmental filingsUPC Codes and any CPSA Certificates with respect to the Inventory and Excluded Inventory. (l) The Sellers shall have delivered to the Purchaser the Previous Month Adjusted EBITDA Statement. (m) Rafaella shall have delivered a written acknowledgment, authorizations in form and approvals substance reasonably satisfactory to Purchaser, duly executed and delivered by the Senior Indenture Trustee pursuant to Section 8.04 of the Senior Indenture. (n) The Sellers shall have delivered written evidence, in form and substance reasonably satisfactory to Purchaser, that the Collateral Agreements have been terminated, all obligations thereunder have been satisfied or waived and any Encumbrances thereunder have been released. (o) The Sellers shall have delivered written evidence, in form and substance reasonably satisfactory to Purchaser, that the Financing Agreements other than the Note Purchase Agreement and the Cash Collateralized Letters of Credit have been terminated, all obligations under the Financing Agreements other than the Note Purchase Agreement and the Cash Collateralized Letters of Credit have been satisfied or waived and any Encumbrances thereunder other than applicable to the cash collateral in respect of the Cash Collateralized Letters of Credit have been released. (p) The Sellers shall have delivered written evidence, in form and substance reasonably satisfactory to Purchaser, that the Seller Factoring Agreements have been terminated and Seller Factor shall have consented in writing to the sale of Receivables, and the release of any and all Encumbrances against Sellers’ assets that are not Excluded Assets and that are subject to any Seller Factoring Agreement; provided, that Purchaser acknowledges that Seller Factor may require that Purchaser xxxxx x xxxx to Seller Factor in respect of transferred Receivables, and that Purchaser (and any applicable lender to Purchaser) shall, if requested or required by the Seller Factor, enter into an intercreditor agreement for the consummation benefit of Seller Factor in respect of all such transferred Receivables and proceeds thereof and such requirements and other customary requirements applicable to Purchaser for a transfer of Receivables of this type shall not be a basis for Purchaser to object to the transactions contemplated herebywritten evidence delivered hereunder. (q) Rafaella shall have filed, and delivered to Purchaser a copy of, any Deregistration Notice required to be filed under applicable Law. (r) Rafaella and the Escrow Agent (or, if anythe Escrow Agent is unable or unwilling to serve in such capacity, will have been duly made and obtained and all waiting periods will have expired on terms an alternative escrow agent reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals Purchaser) shall have entered into and delivered the absence of which would not, individually or in Escrow Agreement. (s) The Sellers shall have deposited the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersSellers’ XX Xxxx Deposit with HSBC.

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser hereunder to purchase the Purchasers to consummate Notes on the transactions contemplated by this Agreement are Closing Date is subject to the satisfaction performance by the Company of its obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the representations and warranties of the Company and the Guarantors set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be Section 3 above are true and correct in all material respects at (except for those representations and warranties already qualified by materiality, which such representations and warranties shall be true and correct in all respects) on and as of the Closing Date as if made on and as of the Closing Date and the Company shall have complied in all material respects with all agreements and all conditions on its part to be performed or satisfied hereunder at or prior to the Closing Date; (b) the Purchasers shall have received on and as of the Closing Date a certificate of an executive officer of the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior Guarantors, reasonably satisfactory to the ClosingPurchasers, to the effect set forth in Section 6(a) above and to the further effect that except as disclosed in the Exchange Act Documents filed as of the date hereof, there has not occurred any Material Adverse Change since the date of the Latest 10-K; (c) the Company Company, the Guarantors and the Purchasers Trustee shall have entered into a registration rights agreement with respect to duly executed the Underlying Common Stock (Indenture and the "Registration Rights Agreement") substantially in Company shall have duly executed, and the form set forth in EXHIBIT B attached heretoTrustee shall have duly authenticated, the Notes; (d) each the Company shall have obtained all governmental, regulatory or third-party consents and approvals, if any, necessary to be obtained prior to the Closing Date for the sale of the conditions which are required Securities, including an amendment to be satisfied pursuant to Section 2 of that certain the Working Capital Credit Agreement and Fixed Asset Credit Agreement, each dated as of the date hereof (the "Credit Agreement")July 18, 2006, among the CompanyCompany and certain of its subsidiaries as borrowers, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders lenders thereunder, and GE CapitalXxxxxxx Xxxxx Bank USA, as Administrative Agent, and NationsBankXxxxxxx Xxxxx Commercial Finance Corp., as Revolver Agent)Sole Lead Arranger and Book Manager, as each term is defined therein; (e) the Purchasers Company shall have received delivered to the Purchasers (i) a certificate evidencing the incorporation and good standing of the Company in the State of Delaware issued by the Secretary of State of the State of Delaware as of a date within ten (10) business days of the Closing Date and (ii) a certificate evidencing the incorporation or formation of each Guarantor in the jurisdiction of its incorporation or formation issued by the applicable government agency as of a date within ten (10) business days of the Closing Date; (f) the Company shall have delivered to such Purchasers a certificate, executed by the Secretary of the Company and each of the Guarantors dated as of the Closing Date, as to (i) the resolutions consistent with Sections 3(i) – (l), as applicable, as adopted by the Company’s Board of Directors and its Lead Pricing Director and by the Board of Directors of each Guarantor in a form reasonably acceptable to such Purchaser, (ii) the certificate or articles of incorporation and bylaws of the Company, as in effect at the Closing, and (iii) the certificate of incorporation and bylaws of each Guarantor that is a corporation, the certificate of formation and limited liability agreement of the Guarantor that is a limited liability company and the articles of association of the Guarantor that is an unlimited company, as in effect at the Closing; (g) each of (i) Sidley Austin, LLP, special counsel to the Company and certain of the Guarantors, (ii) Van Cott, Xxxxxx, Cornwall & XxXxxxxx, P.C., special Utah counsel to certain of the Guarantors, and (iii) Xxxxxxx XxXxxxxx, special Nova Scotia counsel to one of the Guarantors, shall have furnished to the Purchasers their respective written opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in substantially the form and substance reasonably satisfactory agreed to between the Purchasersparties; (fh) all proceedings to be taken by the Company shall have delivered to the Trustee, in connection with the consummation of Trustee’s capacity as paying agent under the Closing Transaction and Existing Subordinated Notes Indenture, a duly executed escrow agreement pursuant to which the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, funds required to redeem the Existing Subordinated Notes will be delivered by held until disbursed on the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsredemption date; and (hi) all governmental filings, authorizations the Trustee shall have issued an acknowledgement of satisfaction and approvals that are required for discharge with respect to the consummation Existing Subordinated Notes pursuant to Section 8.01 of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersExisting Subordinated Notes Indenture.

Conditions to the Purchaser’s Obligations. The obligations obligation of each of the Purchasers hereunder to consummate purchase the transactions contemplated by this Agreement are Trust Preferred Securities on the Closing Date is subject to the satisfaction performance by the Company and the Trust of their respective obligations hereunder and to the following conditions on or before the Closing Dateadditional conditions: (a) the The representations and warranties of the Company and the Trust set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be Section 3 above are true and correct in all material respects at (except for those representations and warranties already qualified by materiality, which such representations and warranties shall be true and correct in all respects) on and as of the Closing Date; (b) Date as if made on and as of the Closing Date and the Company will and the Trust shall have performed and complied in all material respects with all agreements and satisfied all conditions on each of the covenants and agreements required their respective part to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits or satisfied at or prior to the Closing;Closing Date. (b) The Purchasers shall have received on and as of the Closing Date a certificate of the Company, signed by the Chief Executive Officer, President, or an Executive Vice President, and the Chief Financial Officer, Treasurer or Assistant Treasurer of the Company with specific knowledge about the Company's financial matters, satisfactory to the Purchasers, to the effect set forth in Section 6(a) and to the further effect that except as disclosed in the Exchange Act Documents filed as of the date hereof, there has not occurred any Material Adverse Effect since the date of the Interim Financial Statements. (c) The Trust shall have furnished to the Purchasers a certificate of the Trust, signed by an Administrative Trustee of the Trust, in each case dated the Closing Date, to the effect set forth in Section 6(a). (d) On the Closing Date, the Purchaser shall have received the favorable opinion, dated as of the Closing Date, of (i) Cadwalader Wickersham & Taft LLP, special counsel for the Company and the Trust, (ii) Xxllard Spahr Andrews & Ingersoll, special Maryland counsel to the Xxxxxxx, xxx (iii) Alan B. Horn Esq., General Counsel of the Company, in form axx xxxxxxxxx satisfactory to the Purchaser and counsel for the Purchaser, to the extent set forth in Exhibit A hereto. In giving such opinion such counsel may rely, as to all matters governed by the laws of jurisdictions other than the federal law of the United States and the General Corporation Law of the State of Delaware, upon the opinions of counsel satisfactory to the Purchaser. Such counsel may also state that, insofar as such opinion involves factual matters, they have relied, to the extent they deem proper, upon certificates of the officers of the Company and certificates of public officials. (e) On the Closing Date, the Purchasers shall have entered into a registration rights agreement with respect received the favorable opinion, dated as of the Closing Date, of Cadwalader Wickersham & Taft LLP, special tax counsel for the Company and the Xxxst, xx form and substance satisfactory to the Underlying Common Stock Purchasers and counsel for the Purchasers, to the extent set forth in Exhibit B hereto. (f) On the "Registration Rights Agreement"Closing Date, the Purchasers shall have received the favorable opinion, dated as of the Closing Date, of Morris James LLP, special Delaware counsel for the Company axx xxx Xxxxx, in form and substance satisfactory to the Purchasers and counsel for the Purchasers, to the extent set forth in Exhibit C hereto. (g) substantially On the Closing Date, the Purchasers shall have received the favorable opinion, dated as of the Closing Date, of Morris James LLP, counsel for the Property Trustee, the Guarxxxxx xxx xxe Indenture Trustee, in form and substance satisfactory to the Purchasers and counsel for the Purchasers, to the extent set forth in Exhibit D hereto. (h) The Purchasers shall have received on or before the Closing Date a letter, signed by Michael Strauss in the form set forth in EXHIBIT B attached Exhibit E hereto;. (di) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall not have occurred any downgrading, nor shall any public notice have been given of (i) any intended downgrading or (ii) any review or possible change that does not indicate an improvement in the rating accorded any securities of or guaranteed by the Company by any "nationally recognized statistical rating organization," as such term is defined for purposes of Rule 436(g)(2) under the Securities Act; for the avoidance of doubt, the foregoing provisions of this Section 6(i) shall not apply to any collateralized debt obligations or other securitization structures sponsored by the Company where the Company is not a guarantor of the obligations of such financing vehicles. (j) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, there shall have been no suspension or material limitation of trading in the Common Stock on the NYSE. (k) The Trust Preferred Securities shall have been approved for trading on PORTAL, subject only to notice of issuance at or prior to the time of purchase. (l) Each of the Company and the Trust shall have duly executed each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated other Transaction Documents. (m) The Purchasers shall have received on and as of the date hereof Closing Date a certificate of the Secretary of the Company in customary form; and all proceedings taken by the Company or the Trust in connection with the issuance and sale of the Trust Preferred Securities as herein contemplated shall be satisfactory in form and substance to the Purchasers. (n) The Company, the Trust and each "Credit Agreementsignificant subsidiary" (as such term is defined in Rule 1-02(w) of Regulation S-X under the Securities Act) of the Company listed on Schedule II hereto (each such subsidiary a "Significant Subsidiary"), among shall have delivered to the Purchasers one or more certificates evidencing the incorporation or formation and good standing of each of the Company, the other parties named Trust and each Significant Subsidiary in its respective state of incorporation or formation issued by the Secretary of State of such state of incorporation or formation as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated of a date within 10 days of the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers;. (fo) The Company shall have obtained all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificatesgovernmental, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all regulatory or third party consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated herebyapprovals, if any, will necessary to be obtained prior to the Closing Date for the sale of the Trust Preferred Securities. (p) The Company and the Trust shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory delivered to the Purchasers such other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition documents relating to the obligations of transactions contemplated by this Agreement as the Purchasers specified in this Section 2.1 or their counsel may be waived in writing by the Purchasersreasonably request.

Conditions to the Purchaser’s Obligations. The obligations Purchaser’s obligation to accept delivery of such certificates and to pay for the Purchasers to consummate the transactions contemplated by this Agreement are Securities evidenced thereby shall be subject to the satisfaction following conditions, any one or more of which may be waived by the following conditions on or before the Closing DatePurchaser: (a) consummation by the Company of the Credit Facility Amendment; (b) each of the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will made herein shall be true and correct in all material respects at and accurate as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect delivery to the Underlying Common Stock (Purchaser by counsel to the "Registration Rights Agreement") Company of a legal opinion substantially similar in substance to the form set forth in EXHIBIT of opinion attached as Exhibit B attached hereto; (d) each receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit AgreementCompany, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date hereof (of this Agreement and as of such Closing Date and that the "Credit Agreement"), among Company has complied with all the Company, agreements and satisfied all the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred conditions herein on its part to as the "Lenders") and the other parties which may from time be performed or satisfied on or prior to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)such Closing Date; (e) receipt by the Purchasers shall have received an opinionPurchaser of a certificate of the Secretary of the Company, dated as of the Closing Date, : (i) certifying the resolutions adopted by the Board of counsel Directors of the Company approving the transactions contemplated by this Agreement and the issuance of the Securities; (ii) certifying the current versions of the Amended and Restated Certificate of Incorporation and the Bylaws of the Company; and (iii) certifying as to the Company, which counsel is experienced in transactions signatures and authority of the type contemplated hereby persons signing this Agreement and in related documents on behalf of the form and substance reasonably satisfactory to the PurchasersCompany; (f) all proceedings to be taken receipt by the Company in connection with the consummation Purchaser of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies a certificate of good standing for breach, required to be delivered by the Company for its jurisdiction of incorporation and a certificate of qualification as a foreign corporation for the Company for any jurisdictions in accordance with the Credit Agreementwhich it is qualified to transact business as a foreign corporation; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement there shall have been obtained other than those no suspensions in the failure trading of which the Common Stock as of the Closing Date; (h) the Common Stock shall continue to be obtained would not have a Material Adverse Effect listed on or which would not adversely affect The New York Stock Exchange as of the performance Closing Date, and the shares of such obligationsCommon Stock issuable (i) upon conversion of the Preferred Shares (the “Conversion Shares”), and (ii) upon exercise of the Initial Warrants (the “Initial Exercise Shares”) shall be approved for listing on The New York Stock Exchange as of the Closing Date, subject to official notice of issuance; and (hi) the fulfillment in all governmental filings, authorizations and approvals that are required for the consummation material respects of those undertakings of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory Company to be fulfilled prior to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersClosing.

Conditions to the Purchaser’s Obligations. The obligations Purchaser’s obligation to accept delivery of such stock certificate(s) and to pay the Purchasers to consummate Purchase Price for the transactions contemplated by this Agreement are Shares evidenced thereby shall be subject to the satisfaction following conditions (which may be waived in writing by the Purchaser): (a) the accuracy of each of the following representations and warranties made by the Company as of the date hereof and as of the Closing Date (except to the extent that any such representation or warranty expressly speaks as of an earlier or later date, in which case such representation and warranty shall be accurate as of such earlier or later date) and the fulfillment in all material respects of those undertakings of the Company to be fulfilled prior to the Closing; (b) the delivery to the Purchaser legal opinions substantially similar in substance to the forms of opinions attached as Exhibit B hereto by (i) Xxxxx X. Xxxxxx, Esq., Senior Vice President, General Counsel and Corporate Secretary of the Company, and (ii) Xxxxx Xxxxx LLP, outside securities counsel to the Company; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial or accounting officer of the Company, dated as of the Closing Date, to the effect that (i) the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of the Closing Date and (ii) the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or before prior to the Closing Date without violating its Restated Certificate of Incorporation or its Amended and Restated Bylaws; (d) receipt by the Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date: (ai) certifying the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered resolutions adopted by the Board of Directors of the Company pursuant hereto will be true approving the transactions contemplated by this Agreement, including the issuance of the Shares, and correct under the Pingpong Transactions; (ii) certifying the current versions of the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company; and (iii) certifying as to the signatures and authority of the Persons signing this Agreement and related documents on behalf of the Company; (e) receipt by the Purchaser of a certificate of good standing for the Company for its jurisdiction of incorporation and a certificate of qualification as a foreign corporation for the Company for any jurisdictions in all material respects which it is qualified to transact business as a foreign corporation; (f) receipt by the Purchaser, at and the Closing, of a certificate from the Company’s transfer agent certifying as to the number of shares of Common Stock outstanding as of the close of business on the last Business Day preceding the Closing Date (the “Closing Date Outstanding Shares”); (g) there shall have been no suspensions in the trading of the Common Stock as of the Closing Date; (bh) on the Closing Date, the Company shall have duly executed and delivered to the Purchaser the Investor Rights Agreement; (i) the Shares shall have been duly authorized for listing on The New York Stock Exchange, subject only to official notice of issuance; and (j) the Company will have performed shall have, prior to or contemporaneously with the Closing under this Agreement, (1) fulfilled all its obligations and complied taken all actions necessary to complete the Restructuring (as set forth in all material respects with each Section 5.7 of the covenants JV SPA) and agreements required (2) completed the transactions to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits Company at or prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each Closing as part of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersJV Transaction.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement Note and the Primary Shares on the Closing Date are subject to the satisfaction or waiver of the following conditions: (a) The Purchaser shall have received the following documents on the Closing Date: (i) The Registration Rights Agreement duly executed by the Company. (ii) The Security Agreement duly executed by the Company and Operating. (iii) The Note duly executed by the Company and Operating. (iv) The Services Agreement duly executed by Operating. (v) The LPV Price Reduction Addendum, in the form attached hereto as Exhibit E (the “LPV Addendum”), duly executed by Operating. (vi) A stock certificate for the Primary Shares. (vii) A certificate, dated the Closing Date and signed by an executive officer of each of the Company and Operating, to the effect that the representations and warranties of the Company and Operating contained in this Agreement that are qualified by a materiality threshold or by reference to a Material Adverse Effect are true and correct in all respects, and that are not qualified by a materiality threshold or by reference to a Material Adverse Effect are true and correct in all material respects, in each case, on the Closing Date (unless any such representations and warranties are stated to be made as of a specific date, in which case they shall be true and correct in all respects or in all material respects, as applicable, as of such date), after giving effect to the issue and sale of the Note and the Primary Shares and the application of the proceeds therefrom as contemplated hereby, and that each of the Company and Operating have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date;. (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers The Purchaser shall have received on the Closing Date an opinionopinion of Xxxx Xxxxxxx & Xxxxxx LLP, outside counsel for the Company, dated the Closing Date, of counsel to the Company, which counsel is experienced effect set forth in transactions Exhibit F and an opinion of the type contemplated hereby Senior Vice President, General Counsel and in Secretary of the form and substance reasonably satisfactory Company to the Purchasers;effect set forth in Exhibit G. Such opinions shall be rendered to the Purchaser at the request of the Company and shall so state therein. (fc) all proceedings to There shall not be taken by the Company in connection with the consummation effect any judgment, order or decree of the Closing Transaction and the other transactions contemplated hereby and all certificatesa governmental body of competent jurisdiction restraining, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of enjoining or otherwise prohibiting the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement by this Agreement. (d) All necessary or required consents, orders, approvals or authorizations of, notifications or submissions to, filings with, licenses or permits from, or exemptions or waivers by, any governmental entity, stock exchange or other person shall have been obtained other than those made or obtained, except where the failure by a party to make or obtain any of which to be obtained the foregoing would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; andEffect. (he) all governmental filingsThe Primary Shares and the Underlying Shares shall have been approved for listing on the American Stock Exchange. (f) The Amended and Restated Stockholder Protection Rights Agreement dated as of November 1, authorizations and approvals 2001 (the “Rights Agreement”) shall be amended to provide that are required for the consummation Purchaser is not an “Acquiring Person” solely as a result of the transactions contemplated herebyprovided for in the Transaction Documents; provided, if anyhowever, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory that the Purchaser shall be subject to the Purchasers other than those filings, authorizations or approvals the absence provisions of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers18 hereof.

Conditions to the Purchaser’s Obligations. The obligations of Each Purchaser’s obligation to purchase and pay for the Purchasers to consummate Notes on the transactions contemplated by this Agreement Closing Date are subject to the satisfaction of the following conditions on or before the Closing Dateconditions: (a) Subsequent to the execution and delivery of this Agreement and prior to the Closing Date, (i) no downgrading shall have occurred in the rating accorded any debt securities issued by of any of the Calumet Parties by any “nationally recognized statistical rating organization,” as such term is used in Section 15E of the Exchange Act and (ii) no such organization shall have publicly announced that it has under surveillance or review, or has changed its outlook with respect to, its rating of any debt securities issued by any of the Calumet Parties (in each case, other than an announcement with positive implications of a possible upgrading). (b) The representations and warranties set forth herein or incorporated by reference of the Calumet Parties contained in Article III hereof and in any writing delivered by the Company pursuant hereto will this Agreement shall be true and correct in all material respects at on and as of the date of this Agreement and on and as of the Closing Date as if made on and as of the Closing Date; (b) ; the Company will have performed statements of the Issuers’ officers made pursuant to any certificate delivered in accordance with the provisions hereof shall be true and complied correct in all material respects with each on and as of the date made and on and as of the Closing Date; the Issuers shall have performed all covenants and agreements required and satisfied all conditions on its part to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits or satisfied hereunder at or prior to the Closing;Closing Date. (c) the Company and the Purchasers Such Purchaser shall have entered into received on the Closing Date a registration rights agreement with respect certificate, dated the Closing Date and signed by an executive officer of each of the Issuers, to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form effect set forth in EXHIBIT B attached hereto;Section 4(b) and to the effect that the representations and warranties of the Calumet Parties contained in this Agreement are true and correct in all material respects as of the Closing Date and that the Calumet Parties have complied with all of the agreements and satisfied all of the conditions on their part to be performed or satisfied hereunder on or before the Closing Date. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers Such Purchaser shall have received on the Closing Date an opinionopinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, counsel of the Issuers, dated the Closing Date, covering such matters incident to the transactions contemplated hereby as such Purchaser may reasonably request acting in good faith, with customary qualifications, limitations and assumptions. Such opinion shall be rendered to such Purchaser at the request of the Issuers and shall so state therein. (e) Such Purchaser shall have received on the Closing Date an opinion of Xxxxxx Xxxx Xxxxxxxxx US LLP, xxxxxxxx’s counsel to the CompanyPartnership, which counsel is experienced dated the Closing Date, covering such matters incident to the transactions contemplated hereby as such Purchaser may reasonably request acting in transactions good faith, with customary qualifications, limitations and assumptions. Such opinion shall be rendered to such Purchaser at the request of the type contemplated hereby Issuers and shall so state therein. (f) The Calumet Parties shall have executed and delivered the Indenture and the Collateral Documents to be executed on the Closing Date, in form and substance reasonably acceptable to the Purchasers, and the Purchasers shall have received executed copies thereof. (g) The Issuers, the Guarantors and the other parties thereto shall have executed and delivered to the Collateral Trustee each of the Collateral Documents to be executed on the Closing Date, in each case in form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken Purchasers and the Purchasers shall have received a counterpart of each, duly executed by the Company in connection with Issuers, the consummation of the Closing Transaction Guarantors and the other transactions contemplated hereby and all certificatesparties thereto, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; andas applicable. (h) all governmental filings, authorizations The Notes shall be eligible for clearance and approvals that are required for the consummation settlement through DTC. (i) The sale of the transactions contemplated herebyNotes shall not be enjoined (temporarily or permanently) on the Closing Date. (j) Since the date of this Agreement, if any, will there shall not have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filingsany event, authorizations change, occurrence, development, condition or approvals the absence state of which would notcircumstances or facts that has had or would, individually or in the aggregate, have reasonably be expected to have, a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersEffect.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or waiver by the Purchaser in writing) of the following conditions on or before as of the Closing Date: (a) (i) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will Fundamental Representations shall be true and correct in all material respects respects, without taking into consideration any amended, updated or supplemented Schedule delivered pursuant to Section 5.05, at and as of the date of this Agreement and at and as of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for those representations and warranties that address matters as of any other particular date, in which case such representations and warranties shall have been true and correct as of such particular date) and (ii) the other representations and warranties of the Company set forth in Article III (in each case, without taking into account any “Material Adverse Effect” or other materiality or similar qualifications) shall be true and correct in all respects, without taking into consideration any amended, updated or supplemented Schedule delivered pursuant to Section 5.05, at and as of the date of this Agreement and at and as of the Closing, as if made on the Closing Date and the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (except for those representations and warranties that address matters as of any other particular date, in which case such representations and warranties shall have been true and correct as of such particular date), except to the extent that the failure of such representations and warranties in this clause (ii) to be true and correct has not caused, and would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect; (i) the Seller and the Company shall have performed in all material respects the covenants and agreements (other than the covenants and agreements set forth in Section 5.05 and Section 5.08) required to be performed by them under this Agreement at or prior to the Closing and (ii) the Company shall have performed the covenants and agreements set forth in Section 5.05 in all respects, except to the extent that the failure to perform such covenants and agreements has not caused and would not reasonably be expected to cause, individually or in the aggregate, a Material Adverse Effect; (c) the applicable waiting periods, if any, under the HSR Act shall have expired or been terminated; (i) there shall be no statute, rule, regulation, executive order, decree, temporary restraining order, preliminary or permanent injunction or other order issued by any court of competent jurisdiction or other Governmental Authority or other legal restraint or prohibition which would prevent the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement or cause such transactions to be rescinded, and (ii) no Governmental Authority of competent jurisdiction shall have instituted any proceeding (which remains pending at what would otherwise be the Closing Date) seeking to enjoin, restrain or otherwise prohibit consummation of the transactions contemplated by this Agreement; (e) since the date hereof, no change, event, occurrence, fact, state of facts, development or effect shall have occurred that, individually or in the aggregate with one or more other events, circumstances or changes, has had or would reasonably be expected to have, a Material Adverse Effect; (f) the Escrow Agent and the Seller shall have each executed and delivered signatures to the Escrow Agreement to the Purchaser; (g) (i) the Company shall have delivered to the Purchaser a certificate in the form set forth in Exhibit A-1, dated as of the Closing Date, stating that the conditions specified in subsections (a), (b) and (e) above have been satisfied, and (ii) the Seller shall have delivered to the Purchaser a certificate in the form set forth in Exhibit A-2, dated as of the Closing Date, stating that the conditions specified in subsection (b)(i) above have been satisfied; (h) the Company shall have delivered to the Purchaser a good standing certificate for each of the Company and its domestic Subsidiaries issued by the applicable Governmental Authority in the jurisdiction of its incorporation or formation dated within five business days of the Closing Date; (bi) the Seller and the Company will shall have performed and complied in all material respects with each delivered to the Purchaser a certificate of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; Secretary (cor other authorized person) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreementsuch party, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, certifying: (i) the governing documents of counsel such party in effect immediately prior to the CompanyClosing, which counsel is experienced in transactions and (ii) true and correct copies of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation resolutions of the Closing Transaction governing body of such party authorizing the execution, delivery and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant this Agreement and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby; (j) the Seller shall have delivered to Purchaser a certificate that it, if anyor the entity treated as the seller for U.S. tax purposes, will is not a foreign person for purposes of Code §§897 and 1445 in the form attached hereto as Exhibit D (the “FIRPTA Certificate”); (k) the Company shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory delivered to the Purchasers other than those filings, authorizations or Purchaser each of the consents and approvals set forth on Schedule 2.01(k) attached hereto; and (l) the absence Company shall have delivered the payoff letters from the holders of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect Indebtedness set forth on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersIndebtedness Payoff Schedule.

Conditions to the Purchaser’s Obligations. The obligations of Such Purchaser’s obligation to pay for the Purchasers Notes to consummate the transactions contemplated be purchased by this Agreement are it shall be subject to the satisfaction following conditions, any one or more of the following conditions on or before the Closing Datewhich may be waived by such Purchaser: (a) receipt by such Purchaser of the representations Agreement, executed and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as a responsible officer of the Closing DateCompany; (b) the Company will have performed and complied in all material respects with each receipt by such Purchaser of fully executed copies of the covenants and agreements required to be performed by it under this Agreement Supplemental Indenture and the agreements and documents attached hereto as Exhibits prior to the ClosingNotes; (c) completion of the Company exchange and other transactions contemplated under the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Exchange Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each the delivery to such Purchaser by U.S. counsel to the Company of a legal opinion substantially similar in substance to the conditions which are required form of opinion attached as Annex B-1 to be satisfied pursuant to Section 2 of that certain Credit the Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of delivery to such Purchaser by Israeli counsel to the Company, which counsel is experienced Company of a legal opinion substantially similar in transactions of the type contemplated hereby and in substance to the form and substance reasonably satisfactory of opinion attached as Annex B-2 to the PurchasersNote Purchase Agreement; (f) all proceedings to be taken receipt by such Purchaser of a certificate executed by the Company in connection with chief executive officer and the consummation chief financial officer of the Company, dated as of the Closing Transaction and Date, in substantially the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreementform of certificate attached as Annex C-1; (g) receipt by such Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date, in substantially the form of certificate attached as Annex C-2: (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Agreements and the sale of the Notes and the reservation and issuance of the shares of Common Stock potentially issuable upon the conversion of the Notes; (ii) certifying the current versions of the Certificate of Incorporation and the Bylaws of the Company; and (iii) certifying as to the signatures and authority of the persons signing this Agreement and related documents on behalf of the Company; (h) receipt by such Purchaser of a certificate of good standing for the Company for its jurisdiction of incorporation; (i) the Common Stock shall continue to be listed on the New York Stock Exchange Market (“NYSE MKT”) as of the Closing Date; there shall have been no suspensions in the trading of the Common Stock as of the Closing Date; and the listing of additional shares notification form with respect to the maximum number of shares of Common Stock that may be issued upon conversion of the Notes (including the maximum number of Additional Shares (as defined in the Indenture) that may be added to the Conversion Rate (as defined in the Indenture)), assuming the Company elected to settle all consents conversions solely in shares of Common Stock (the “Maximum Number of Shares”), shall have been submitted to NYSE MKT and waivers NYSE MKT shall have confirmed that it has no objection to such notification; (j) no injunction, restraining order, action or order of any nature by third parties a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that are required for would prevent or materially interfere with the consummation of the transactions contemplated hereby and by the performance Agreement; and (k) prior to the Closing, there shall not have occurred a material adverse effect or any development involving a prospective material adverse effect in the general affairs, business, properties, management, financial condition or results of operations of the Company's obligations Company from that set forth in the Warrant reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Registration Rights Agreement shall have been obtained other than those Securities Exchange Act of 1934, as amended (the failure of which “Exchange Act”) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to be obtained would not have a Material Adverse Effect on or which would not adversely affect herein as the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers“SEC Reports”).

Conditions to the Purchaser’s Obligations. The obligations of each Purchaser hereunder required to be performed on the Purchasers to consummate the transactions contemplated by this Agreement are Closing Date shall be subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions on or before the Closing Dateconditions: (a) the The representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by of the Company pursuant hereto will contained in this Agreement (i) shall have been true and correct when made and (ii) shall be (A) in the case of representations and warranties that are qualified as to materiality or Material Adverse Effect true and correct and (B) in all other cases, true and correct in all material respects at respects, in each case, as of the Closing Date with the same force and effect as though made on and as of the Closing Date;. (b) the The Company will shall have performed in all material respects all of its obligations and agreements and complied in all material respects with each of the all covenants and agreements required contained in this Agreement to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits complied with at or prior to the Closing;Closing Date. (c) The Company shall have executed and delivered the Investor Rights Agreement to the Purchasers. (d) The Certificate of Designation shall have been executed and filed and shall have become effective in accordance with Section 151 of the DGCL. (e) The Company and shall have delivered to the Purchasers a certificate executed on its behalf by a duly authorized representative, dated the Closing Date, to the effect that each of the conditions specified in paragraph (a) through (c) of this Section 7.2 has been satisfied. (f) No provision of any Applicable Law, injunction, order or decree of any Governmental Entity shall be in effect which has the effect of making the Transactions illegal or shall otherwise restrain or prohibit the consummation of the Transaction. (g) The Purchasers shall have entered into a registration rights agreement with respect received an opinion of Chadxxxxxx & Xarkx XXX, special counsel to the Underlying Common Stock (Company, dated the "Registration Rights Agreement") Closing Date, and addressed to the Purchasers substantially in the form set forth in EXHIBIT B attached Exhibit D hereto;. (dh) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the The Purchasers shall have received an opinion, dated certificates representing the Closing Date, of counsel to Shares purchased by such Purchaser concurrently with the Company, which counsel is experienced in transactions 's receipt of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers;Purchase Price for such Shares. (fi) all proceedings There shall not have occurred (i) any event, circumstance, condition, fact, effect or other matter which has had or could reasonably be expected to be taken by have a material adverse effect (x) on the business, assets, financial condition, prospects, or results of operations of the Company and its Subsidiaries taken as a whole or (y) on the ability of the Company and its Subsidiaries to perform on a timely basis any material obligation under this Agreement or the other Equity Documents or to consummate the Issuance contemplated hereby; or (ii) any material disruption of or material adverse change in financial, banking or capital market conditions. (j) The Company shall have made all filings with, given all notices to, and received all approvals from, all Governmental Authorities required in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificatesTransactions, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those unless the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of make such obligations; and (h) all governmental filings, authorizations and give such notices or receive such approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or a material adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations ability of the Company to consummate the Transactions. (k) The Purchasers specified in this Section 2.1 may be waived in writing by on Schedule I shall have funded at least 75% of the Purchasersaggregate cash Purchase Price (excluding debt of the Company which is being converted into Shares).

Conditions to the Purchaser’s Obligations. The several obligations of the Purchasers Underwriters to consummate purchase and pay for the transactions contemplated by this Agreement Firm Securities on the Closing Date and, with respect to the Optional Securities, any Subsequent Closing Date, are subject to the satisfaction following conditions: (a) The Company and the Guarantors shall have filed the Prospectus with the Commission (including the information required by Rule 430B under the Act) in the manner and within the time period required by Rule 424(b) under the Act, or the Company and the Guarantors shall have filed a post-effective amendment to the Registration Statement containing the information required by such Rule 430B, and such post-effective amendment shall have become effective. All material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periods prescribed for such filings under such Rule 433. (b) No stop order suspending the effectiveness of the following conditions on Registration Statement, or before any post-effective amendment to the Registration Statement, shall be in effect and no proceedings for such purpose shall have been instituted or threatened by the Commission, and the Company shall not have received from the Commission any notice pursuant to Rule 401(g)(2) under the Act objecting to use of the automatic shelf registration statement form. (c) Subsequent to the execution and delivery of this Agreement and prior to (and including) the Closing Date and, with respect to the Optional Securities, any Subsequent Closing Date: (ai) there shall not have occurred any downgrading, nor shall any notice have been given of any intended or potential downgrading or of any review for a possible change that does not indicate the direction of the possible change, in the rating accorded any of the Company or Guarantors’ securities by any “nationally recognized statistical rating organization,” as such term is defined for purposes of Rule 436(g)(2) under the Act; and (ii) there shall not have occurred any change, or any development involving a prospective change, in the condition, financial or otherwise, or in the earnings, business or operations of the Company, the Guarantors and their subsidiaries, taken as a whole, from that set forth in the Prospectus (exclusive of any amendments or supplements thereto subsequent to the date of this Agreement) that, in your judgment, is material and adverse and that makes it, in your judgment, impractical or inadvisable to proceed with the offer, sale or delivery of the Securities on the terms and in the manner contemplated in the General Disclosure Package and the Prospectus. (d) The Underwriters shall have received on each of the Closing Date and any Subsequent Closing Date a certificate, dated such Closing Date and signed by an executive officer of the Company, to the effect set forth in Section 4(c)(i) and to the effect that the representations and warranties set forth herein of the Company and the Guarantors contained in this Agreement are true and correct as of such Closing Date or Subsequent Closing Date, as the case may be, and that each of the Company and the Guarantors has complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before such Closing Date or Subsequent Closing Date, as the case may be. The officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. (e) The Underwriters shall have received on each of the Closing Date and any Subsequent Closing Date an opinion of Xxxxxx, Xxxx & Xxxxxxxx LLP, outside United States counsel for the Company and the Guarantors, dated such Closing Date or Subsequent Closing Date, as the case may be, substantially in the form of Exhibit A hereto. (f) The Underwriters shall have received on each of the Closing Date and any Subsequent Closing Date an opinion of Xxxxxxx X. Xxxx, Esq., Vice President and Deputy General Counsel of the Company, dated such Closing Date or Subsequent Closing Date, as the case may be, substantially in the form of Exhibit B hereto. (g) The Underwriters shall have received on each of the Closing Date and any Subsequent Closing Date an opinion of Xxx & Xxxxxx, Canadian counsel to the Company and the Guarantors, dated such Closing Date or Subsequent Closing Date, as the case may be, substantially in the form of Exhibit C hereto. (h) The Underwriters shall have received on each of the Closing Date and any Subsequent Closing Date an opinion of Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP, counsel for the Underwriters, dated such Closing Date or Subsequent Closing Date, as the case may be, with respect to such matters as the Representatives may reasonably request, and such counsel shall have received such documents and information as they may reasonably request for them to pass upon such matters. The opinions of Xxxxxx, Xxxx & Xxxxxxxx LLP, Xxxxxxx X. Xxxx, Esq. and Xxx & Xxxxxx described in Section 5(e), 5(f) and 5(g) above shall be rendered to the Underwriters at the request of the Company and shall so state therein. (i) The Underwriters shall have received on each of the date hereof, the Closing Date and any Subsequent Closing Date letters, dated the date hereof, the Closing Date or Subsequent Closing Date, as the case may be, in form and substance satisfactory to the Underwriters and PricewaterhouseCoopers LLP, from PricewaterhouseCoopers LLP, independent public accountants to the Company and its subsidiaries, containing statements and information of the type ordinarily included in accountants’ “comfort letters” to underwriters with respect to the financial statements, pro forma financial statements and certain financial information contained in, and incorporated by reference in Article III hereof into, the Prospectus; provided, however, that the letter delivered on the Closing Date shall use a “cut-off date” not earlier than the date hereof. (j) The Company and in any writing the Trustee shall have executed and delivered the Indenture, and the Underwriters shall have received an original copy thereof, duly executed by the Company pursuant and the Trustee. (k) On or prior to the date hereof, the Company shall have furnished to the Representatives an agreement in the form of Exhibit D hereto will from each of Xxxx Xxxxxx, Xxxxxx Xxxxxx, Xxxxx Xxxxx, Xxxxxxx Xxxxx Xxxxxx, Xxx Xxxxx, Xxxxxxx Xxxx, Xxxxx van Paasschen, Xxxxx Xxxxxxxx, and Xxxxx Xxxxx, and each such agreement shall be true in full force and correct in all material respects at effect on each of the Closing Date and any Subsequent Closing Date. (l) The Company shall have caused the Conversion Shares initially issuable upon conversion of the Securities to be duly listed, subject to issuance, for trading on the New York Stock Exchange. (m) No action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state, foreign or provincial governmental or regulatory authority that would, as of the Closing Date or any Subsequent Closing Date; (b) , prevent the Company will have performed and complied in all material respects with each issuance or sale of the covenants Securities; and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers no injunction or order of any United States federal or state or court shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of been issued that certain Credit Agreementwould, dated as of the date hereof (Closing Date or any Subsequent Closing Date, prevent the "Credit Agreement"), among issuance or sale of the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent);Securities. (en) the Purchasers The Underwriters shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby such other documents and in the form and substance certificates as are reasonably satisfactory to the Purchasers; (f) all proceedings to be taken requested by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on you or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasersyour counsel.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions on or before the Closing Date: (a) the representations and warranties of the Company set forth herein or incorporated by reference in Article III 3 hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date; (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall Purchaser will have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT Exhibit B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 2.6 of that certain Credit Agreement, dated as of the date hereof October 28, 1998 (as amended to date, the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), Bank of America, N.A., successor in interest to NationsBank, National Association ("NationsBankBOA"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank BOA and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBankBOA, as Revolver Agent); (e) the Purchasers Purchaser shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the PurchasersPurchaser; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction Fourth Amendment and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers Purchaser other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement, but in all cases, the approvals listed on Schedule 3.3 shall be obtained. Any condition to the obligations of the Purchasers Purchaser specified in this Section 2.1 may be waived in writing by the PurchasersPurchaser.

Conditions to the Purchaser’s Obligations. The obligations Purchaser’s obligation to pay for the Notes shall be subject to the following conditions, any one or more of which may be waived by the Purchaser: (a) each of the Purchasers representations and warranties of the Company made herein shall be accurate as of the Closing Date and the Company shall have performed or satisfied in all material respects the covenants made by it in this Agreement; (b) the delivery to consummate the Purchaser (i) by counsel to the Company of a legal opinion substantially similar in substance to the form of opinion attached as Exhibit B-1 hereto and (ii) by internal counsel to the Company of a legal opinion substantially similar in substance to the form of opinion attached as Exhibit B-2 hereto; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein are true and correct as of the date of this Agreement and as of such Closing Date and that the Company has complied with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) receipt by the Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date: (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement are subject and the sale of the Notes and the issuance of the shares of Common Stock issuable upon the conversion of the Notes (the “Conversion Shares”); (ii) certifying the current versions of the Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company; and (iii) certifying as to the satisfaction signatures and authority of the following conditions persons signing this Agreement and related documents on or before behalf of the Closing Date:Company; (ae) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered receipt by the Purchaser of a certificate of good standing for the Company pursuant hereto will be true and correct in all material respects at and for its jurisdiction of incorporation; (f) receipt by the Purchaser of a certificate from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of the Closing Date; (bg) the Company will have performed and complied in all material respects with each of the covenants and agreements required Common Stock shall continue to be performed by it under this Agreement and listed on the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated NASDAQ Capital Market as of the date hereof (Closing Date; there shall have been no suspensions in the "Credit Agreement"), among trading of the Company, Common Stock as of the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") Closing Date; and the other parties which may from time to time Conversion Shares shall be Lenders thereunder, and GE Capital, approved for listing on the NASDAQ Capital Market as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated of the Closing Date, subject to official notice of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasersissuance; (fh) all proceedings no injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that would, prior to be taken by the Company in connection with the consummation or as of the Closing Transaction and the other transactions contemplated hereby and all certificatesDate, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance prevent or materially interfere with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsby this Agreement; and (hi) all governmental filings, authorizations receipt by the Company of waivers or approvals by the requisite percentage of lenders under the 8% Senior Secured Notes due 2017 permitting the offer and approvals that are required for the consummation sale of the Notes and the Company entering into the Transaction Documents and the related transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights by this Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers to consummate the transactions contemplated by this Agreement are is subject to the satisfaction or waiver in writing of the following conditions on or before as of the Closing Date: (a) the The representations and warranties set forth herein or incorporated made by reference the Seller in Article III hereof shall have been true and correct in any writing delivered by all material respects on the Company pursuant hereto will date of this Agreement and shall be true and correct in all material respects at as if originally made on and as of the Closing Date; (b) the Company will The Seller shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it the Seller under this Agreement and the agreements and documents attached hereto as Exhibits prior to on or before the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all All governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will hereby shall have been duly made and obtained obtained; provided, however, that for the avoidance of doubt, the Purchasers expressly acknowledge and all waiting periods will agree that price pre-approval from any state or federal bureau of water reclamation is not a condition to the Purchasers’ obligation to consummate the transactions contemplated by this Agreement; (d) There shall be no Order of competent jurisdiction that is in effect that prohibits or restrains the consummation of the transactions contemplated hereby; (e) On or before the Closing Date, the Seller shall have expired on terms executed and delivered to the Purchasers: (i) a certificate from the Seller in a form reasonably satisfactory to the Purchasers other than those filingsPurchasers, authorizations or approvals dated the absence Closing Date, stating that the conditions specified in Section 6.1(a) and Section 6.1(b) have been satisfied; (ii) an original mutually satisfactory xxxx of which would not, individually or sale in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations favor of the Purchasers specified for the assignment, conveyance, delivery, sale and transfer of the Purchased Tangible Property; (iii) if applicable and reasonably necessary, one or more original mutually satisfactory “California Certificates of Title” in favor of the Purchasers for the assignment, conveyance, delivery, sale and transfer of the Purchased Tangible Property; (iv) subject to Section 6.2(f), a grant deed in favor of Wasco I for the Seller’s assignment, conveyance, delivery, sale and transfer of that portion of the Purchased Real Property consisting of approximately three thousand one acres (3,001 acs.) of agricultural property, substantially in the form of Exhibit A (the “Wasco I Grant Deed”); (v) subject to Section 6.2(f), a grant deed in favor of Wasco II for the Seller’s assignment, conveyance, delivery, sale and transfer of that portion of the Purchased Real Property containing the commercial and industrial buildings, identified as Xxxx County Assessor’s Parcel No. 000-000-00 and consisting of approximately two hundred sixty two and twenty-six hundredths acres (262.26 acs.), substantially in the form of Exhibit A (the “Wasco II Grant Deed” and together with the Wasco I Grant Deed, the “Grant Deeds”); (vi) an original mutually satisfactory Certificate of Non-Foreign Status pursuant to Code Section 1445; (f) There shall have been no material adverse change in the condition of the Purchased Assets between the date of this Section 2.1 may be waived in writing by Agreement and the PurchasersClosing; and (g) The Escrow Agent shall have issued the Title Policy.

Conditions to the Purchaser’s Obligations. The obligations of Purchaser’s obligation to pay for the Purchasers to consummate the transactions contemplated by this Agreement are Notes and Warrants shall be subject to the satisfaction following conditions, any one or more of which may be waived by the following conditions on or before the Closing Date:Purchaser: 112027870 v8 (a) each of the representations and warranties of the Company made herein shall be accurate in all material respects as of the Closing Date and the Company shall have performed or satisfied in all material respects the covenants made by it in this Agreement; (b) the delivery to the Purchaser by counsel to the Company of a legal opinion substantially similar in substance to the form of opinion attached as Annex C hereto; (c) receipt by the Purchaser of a certificate executed by the chief executive officer and the chief financial officer of the Company, dated as of the Closing Date, to the effect that the representations and warranties of the Company set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be are true and correct in all material respects at as of the date of this Agreement and as of such Closing Date and that the Company has complied in all material respects with all the agreements and satisfied all the conditions herein on its part to be performed or satisfied on or prior to such Closing Date; (d) receipt by the Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date: (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by this Agreement and the sale of the Notes and Warrants and the issuance of the Note Shares and Warrant Shares; (ii) certifying the current versions of the Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws of the Company; and (iii) certifying as to the signatures and authority of the persons signing this Agreement and related documents on behalf of the Company; (e) receipt by the Purchaser of a certificate of good standing for the Company for its jurisdiction of incorporation; (f) receipt by the Purchaser of a certificate from the Company’s transfer agent certifying the number of shares of Common Stock outstanding as of the Closing Date; (bg) the Company will have performed and complied in all material respects with each of the covenants and agreements required Common Stock shall continue to be performed by it under this Agreement and listed on the agreements and documents attached hereto as Exhibits prior to the Closing; New York Stock Exchange (c“NYSE”) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (Closing Date; there shall have been no suspensions in the "Credit Agreement"), among trading of the Company, Common Stock as of the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") Closing Date; and the other parties which may from time to time Note Shares and Warrant Shares shall be Lenders thereunder, and GE Capital, approved for listing on the NYSE as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated of the Closing Date, subject to official notice of counsel issuance; (h) no injunction, restraining order, action or order of any nature by a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent 112027870 v8 jurisdiction that would, prior to the Company, which counsel is experienced in transactions or as of the type Closing Date, prevent or materially interfere with the consummation of the transactions contemplated hereby by this Agreement; (i) at the Closing Date, the Collateral Agent shall have received the Security Agreement executed by the parties thereto and Uniform Commercial Code financing statements in the appropriate form for filing. Each such document shall be in form and substance reasonably satisfactory to the Purchasers; (f) Collateral Agent and in full force and effect and the Company shall have taken all proceedings actions required by the Security Agreement to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance as of such obligationsdate; and (hj) all governmental filingssimultaneous with the closing under this Agreement, authorizations and approvals that are required for the consummation closing of the transactions contemplated herebysale of Notes (and Warrants) under the Other Agreements such that the Company shall issue, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersMinimum Aggregate Issuance.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers to consummate complete the transactions contemplated Transactions to be performed by this Agreement are them in connection with the Closing is subject to the satisfaction before or on the Closing Date of the following conditions on conditions, any of which may be waived in whole or in part in writing by the Fund and each of which IESI shall use its reasonable commercial efforts to satisfy before or at the Closing DateClosing: (a) the 7.2.1. The representations and warranties set forth of IESI contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects (except where (i) a representation and warranty is qualified by “Material Adverse Change”, “Material Adverse Effect”, “in all material respects” or other similar materiality qualifiers, in which case such representation and warranty shall be true and correct, or (ii) the failure to be true and correct is because of matters contemplated by this Agreement or with the prior written consent of the Fund) as of the Closing Date with the same effect as though made on the Closing Date (other than those representations and warranties that address matters as of particular dates which shall be true and correct or true and correct in all material respects, as the case may be, at and as of such particular dates), and IESI shall have delivered to the Purchasers a certificate, dated the Closing Date;, to such effect. (b) the Company will 7.2.2. IESI shall have performed and complied in all material respects with each of the covenants and all agreements contained herein required to be performed or complied with by it under this Agreement on or before the Closing Date, and the agreements and documents attached hereto as Exhibits prior IESI shall have delivered to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinioncertificate, dated the Closing Date, of counsel to such effect. 7.2.3. Between the date hereof and the Closing Date, there shall have been no Material Adverse Change in the IESI Entities or the IESI Business, and IESI shall have delivered to the CompanyFund a certificate, dated the Closing Date, to such effect. 7.2.4. The Participating Preferred Shares into which counsel is experienced in transactions the Dissenting Shares would have been converted on the Merger shall not represent more than 5% of all the Participating Preferred Shares that would have been issued and outstanding immediately after the Merger if there were no Dissenting Shares. 7.2.5. All of the type contemplated hereby IESI Indebtedness shall have been paid in full, all mortgages, security interests and other Liens securing or otherwise arising under or relating to such IESI Indebtedness or any Liens which encumber any of the assets or property of any kind of the IESI Entities (other than Permitted Liens with respect to the foregoing) or the capital stock of the IESI Entities shall have been released, discharged and terminated in the full, in each case in form and substance reasonably satisfactory to the PurchasersFund, and all assets, property or other collateral of any kind held by any holder of IESI Indebtedness of any IESI Entity, escrow agent or other Person as security for such IESI Indebtedness shall have been delivered to the IESI Entities or their designees. 7.2.6. The Fund shall have received the following: 7.2.6.1. the IESI Consents listed on Section 7.2.6.1 of the IESI Disclosure Letter, and if subject to any conditions, satisfaction of all such conditions shall not Impair the Transactions; and 7.2.6.2. Confirmation from the Town of Seneca Falls that all necessary steps have been taken under the Seneca Falls Host Community Agreement with respect to the Transactions and the Seneca Falls Landfill and that no further action is required by either Party to consummate the Transactions with respect to the Seneca Falls Landfill; (f) 7.2.6.3. evidence of termination of all proceedings to be taken of the provisions of the Amended and Restated Stockholders’ Agreement dated October 10, 2003; 7.2.6.4. all documents reasonably requested by the Company Fund relating to the existence of, and the due authorization and consummation of the Transactions and all other actions and proceedings taken at or before the Closing in connection with the consummation performance by the IESI Entities of the Closing Transaction their obligations under this Agreement and the other transactions contemplated hereby Transaction Documents, which documents shall be in form and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms substance reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights AgreementFund. 7.2.7. Any condition Counsel to the obligations IESI Entities shall have delivered to the Purchasers an opinion, dated as of the Purchasers specified in this Section 2.1 may be waived in writing by Closing Date, with respect to the Purchasersmatters set forth on Exhibit 7.2.7.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) the The representations and warranties set forth herein or incorporated by reference in Article III V hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties (other than such representations and warranties that specifically relate to an earlier date, which need only be true and correct in all material respects as of such date); (b) the Company will Seller shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it under this Agreement and on or before the agreements and documents attached hereto as Exhibits prior to the ClosingClosing Date; (c) All third party consents referred to in Schedule 5.3 (other than consent under the Company and the Purchasers Westamerica Equipment Leases referred to therein) shall have entered into a registration rights agreement with respect been obtained on terms reasonably satisfactory to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretoPurchaser; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all All governmental filings, authorizations authorizations, and approvals that are required for the consummation of the transactions contemplated hereby, if any, will hereby shall have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those Purchaser; (e) All arrangements described on Schedule 5.18 shall have been terminated or amended and revised on terms and conditions reasonably satisfactory to the Purchaser; (f) There shall be no action, proceeding, order, judgment, decree, writ, or injunction of any governmental entity of competent jurisdiction that is pending or in effect that prohibits or restrains the consummation of the transactions contemplated hereby; provided, however, that in the event of any such action, proceeding, order, judgment, decree, writ, or injunction, the Seller shall use its commercially reasonable efforts to cause such action, proceeding, order, judgment, decree, writ, or injunction to be complied with, lifted or vacated, as the case may be; (g) On or before the Closing Date, the Purchaser shall have received all of the following: (i) a Xxxx of Sale duly executed by Seller in substantially the form attached to this Agreement as Exhibit D; (ii) an Assignment and Assumption Agreement duly executed by Seller in substantially the form attached to this Agreement as Exhibit E; (iii) an Assignment and Assumption of the Real Property Lease duly executed by Seller in substantially the form attached to this Agreement as Exhibit F; (iv) title to each titled vehicle comprising part of the Acquired Assets duly executed by Seller; (v) a certificate from an authorized officer of Seller in a form reasonably satisfactory to the Purchaser, dated the Closing Date, stating that the conditions specified in Sections 3.1(a) through (d) have been satisfied; (vi) certificates from appropriate authorities, dated as of or about the Closing Date, as to the good standing and qualification to do business of Seller in each jurisdiction where it is so qualified; (vii) copies of the consents, filings, authorizations and approvals described in Sections 3.1(c) and (d); (viii) an estoppel certificate in a form reasonably satisfactory to Purchaser from the lessor of the Leased Real Property; and (ix) signature pages to the Escrow Agreement duly executed by the Seller and the Escrow Agent; (h) Seller shall have delivered to the Purchaser a non-foreign status affidavit dated as of the Closing Date, sworn under penalty of perjury and satisfying the requirements under Treasury Regulations Section 1.1445-2(b), in a form reasonably acceptable to the Purchaser; (i) No event or approvals the absence of which would not, individually or occurrence resulting in the aggregate, have a Material Adverse Effect shall have occurred between the date hereof and the Closing Date; (j) Payoff letters (the “Payoff Letters”) in form and substance reasonably satisfactory to the Purchaser from all banks, financial institutions or other parties to whom Seller owes any Indebtedness, which Payoff Letters shall authorize the release of any Liens securing such Indebtedness upon payment thereof (together with UCC 3 or other appropriate termination statements in form and substance reasonably satisfactory to the Purchaser); (k) Substantial completion by Purchaser’s independent accountants of an audit of Seller’s financial statements for the years ended December 31, 2008 and December 31, 2009, and a review of Seller’s financial statements for the fiscal quarter ended March 31, 2010, with reasonably satisfactory results that do not contain a materially adverse effect deviation from the Seller’s financial statements previously delivered to the Purchaser; and (l) None of Xxxxxxx X. Xxxx, Xxxx Xxxxxxx or Xxxx X’Xxxxx shall have terminated his employment agreement with Purchaser, each entered into on the performance date hereof and to be effective as of obligations under the Warrant and the Registration Rights AgreementClosing Date. Any condition to the obligations of the Purchasers specified in this Section 2.1 may 3.1may be waived in writing by the PurchasersPurchaser in its sole discretion; provided that no such waiver shall be effective unless it is set forth in a writing executed by the Purchaser.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) the The representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will IV shall be true and correct in all material respects at and as of the Closing DateDate in all material respects (without giving effect to any limitation as to “materiality” set forth therein) as though then made; (b) the Company will Seller shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to on or before the Closing; (c) The Required Governmental Consents that are required by Applicable Law to be obtained prior to the Company and the Purchasers Closing shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretobeen obtained; (d) each There shall be no Applicable Law that is in effect that prohibits the consummation of any of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)transactions contemplated hereby; (e) Each of the Purchasers conditions to closing contained in the GETRAG Xxxx Holding GmbH Purchase Agreement shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasersbeen fulfilled or irrevocably waived; (f) all proceedings Seller shall have delivered to be taken by Purchaser a duly executed stock power assignment separate from certificate in the Company in connection with form attached hereto as Exhibit A (the consummation “Stock Power”) for the transfer of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required Shares to be delivered by the Company in accordance with the Credit AgreementPurchaser; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement Seller shall have been obtained other than those delivered to Purchaser the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsTermination and Release duly executed by Seller; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory The conditions precedent to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of purchaser’s obligations under the Warrant GETRAG Corp. Purchase Agreement shall have been fulfilled or waived other than the Closing and the Registration Rights associated transfer of the Shares from Seller to Purchaser as set forth in this Agreement and the closing of the GETRAG Xxxx Holding GmbH Purchase Agreement, each of which the Parties acknowledge is a closing condition to the GETRAG Corp. Purchase Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 3.1 may be waived in writing by the PurchasersPurchaser in its sole discretion.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate purchase and pay for the transactions contemplated by this Agreement Note and the Primary Shares on the Closing Date are subject to the satisfaction or waiver of the following conditions: (a) The Purchaser shall have received the following documents on the Closing Date: (i) The Registration Rights Agreement duly executed by the Company. (ii) The Security Agreement duly executed by the Company and Operating. (iii) The Note duly executed by the Company and Operating. (iv) The Services Agreement duly executed by Operating. (v) The LPV Price Reduction Addendum, in the form attached hereto as Exhibit E (the “LPV Addendum”), duly executed by Operating. (vi) A stock certificate for the Primary Shares. (vii) A certificate, dated the Closing Date and signed by an executive officer of each of the Company and Operating, to the effect that the representations and warranties of the Company and Operating contained in this Agreement that are qualified by a materiality threshold or by reference to a Material Adverse Effect are true and correct in all respects, and that are not qualified by a materiality threshold or by reference to a Material Adverse Effect are true and correct in all material respects, in each case, on the Closing Date (unless any such representations and warranties are stated to be made as of a specific date, in which case they shall be true and correct in all respects or in all material respects, as applicable, as of such date), after giving effect to the issue and sale of the Note and the Primary Shares and the application of the proceeds therefrom as contemplated hereby, and that each of the Company and Operating have complied with all of the agreements and satisfied all of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date: (a) the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as of the Closing Date;. (b) the Company will have performed and complied in all material respects with each of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers The Purchaser shall have received on the Closing Date an opinionopinion of Wxxx Xxxxxxx & Mxxxxx LLP, outside counsel for the Company, dated the Closing Date, of counsel to the Company, which counsel is experienced effect set forth in transactions Exhibit F and an opinion of the type contemplated hereby Senior Vice President, General Counsel and in Secretary of the form and substance reasonably satisfactory Company to the Purchasers;effect set forth in Exhibit G. Such opinions shall be rendered to the Purchaser at the request of the Company and shall so state therein. (fc) all proceedings to There shall not be taken by the Company in connection with the consummation effect any judgment, order or decree of the Closing Transaction and the other transactions contemplated hereby and all certificatesa governmental body of competent jurisdiction restraining, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of enjoining or otherwise prohibiting the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement by this Agreement. (d) All necessary or required consents, orders, approvals or authorizations of, notifications or submissions to, filings with, licenses or permits from, or exemptions or waivers by, any governmental entity, stock exchange or other person shall have been obtained other than those made or obtained, except where the failure by a party to make or obtain any of which to be obtained the foregoing would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; andEffect. (he) all governmental filingsThe Primary Shares and the Underlying Shares shall have been approved for listing on the American Stock Exchange. (f) The Amended and Restated Stockholder Protection Rights Agreement dated as of November 1, authorizations and approvals 2001 (the “Rights Agreement”) shall be amended to provide that are required for the consummation Purchaser is not an “Acquiring Person” solely as a result of the transactions contemplated herebyprovided for in the Transaction Documents; provided, if anyhowever, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory that the Purchaser shall be subject to the Purchasers other than those filings, authorizations or approvals the absence provisions of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers18 hereof.

Conditions to the Purchaser’s Obligations. The obligations obligation of the Purchasers Purchaser to consummate purchase the transactions contemplated Securities to be purchased by this Agreement are it hereunder is subject to the satisfaction satisfaction, on or prior to the Closing Date, of the following conditions on or before the Closing Dateconditions: (a) the representations and warranties set forth of the Issuer contained herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at on and as of the Closing Date; (b) the Company will Issuer shall have performed and complied in with all material respects with each of the covenants and agreements required by this Agreement to be performed or complied with by it under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the ClosingClosing Date; (c) the Company and the Purchasers Securityholders Agreement shall have entered into a registration rights agreement with respect been executed and delivered by the parties thereto other than the Purchaser, the conditions to effectiveness of the Underlying Common Stock (Securityholders Agreement of each of the "Registration Rights Agreement") substantially parties thereto other than the Purchaser shall have been satisfied and, assuming due execution and delivery by the Purchaser, the Securityholders Agreement shall be in the form set forth in EXHIBIT B attached heretofull force and effect; (d) each the Purchaser shall have received a certificate dated the Closing Date signed by an executive officer of the conditions which are required Issuer to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof effect set forth in subsections (the "Credit Agreement"a), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"b), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders"e) and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent)(g) of this Section 5.01; (e) the Purchasers Issuer shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby obtained any and all certificatesconsents, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required Permits necessary for the consummation of the transactions contemplated hereby; (f) the Purchaser's purchase of and payment for the Securities shall not be prohibited by any applicable law, if anycourt order or governmental regulation or any contract, will agreement, document or other instrument by which the Purchaser is bound; (g) as of the date of the Closing, there shall not have occurred and be continuing a Change of Control; (h) the Purchaser shall have received duly executed certificates representing the Securities being purchased by the Purchaser pursuant hereto; (i) the Purchaser shall have received opinions from X'Xxxxx & Issuer, Canadian counsel to the Issuer, Xxxxxx, Xxxxxxxx Frome & Xxxxxxxxxx LLP, special U.S. counsel to the Issuer and the general counsel of the Issuer dated the Closing Date and substantially in the forms of Exhibits C-1, C-2 and C-3, respectively, hereto; (j) the Amendment to the Articles shall have been duly made adopted and obtained filed with the Director under the Canada Business Corporations Act and shall be in full force and effect; and (k) the Purchaser shall have received all waiting periods will have expired on terms documents and legal opinions reasonably requested by its counsel relating to the existence of the Issuer, the corporate authority for entering into, and the validity of, this Agreement and any other matters relevant hereto and thereto, all in form and substance reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchaserssuch counsel.

Conditions to the Purchaser’s Obligations. The obligations obligation of each Purchaser hereunder to (i) purchase its Initial Funded Shares at the Purchasers to consummate the transactions contemplated by this Agreement are Initial· Closing, (ii) purchase its Drawdown Shares at any Drawdown Closing or (iii) fund its subscription into escrow at any Escrow Funding Date, as applicable, is subject to the satisfaction (or waiver by such Purchaser) of each of the following conditions on or before the Closing Dateconditions: (a) the The representations and warranties set forth herein or incorporated by reference of the Corporation in Article III Section 3.1 hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects at as of the date of this Agreement and as of the Initial Closing Date;, applicable Drawdown Closing Date or the applicable Escrow Funding Date, as applicable, as though made on and as of such date, and the Corporation shall have complied with all its agreements contained herein and the Corporation shall have performed, satisfied and complied with all covenants, agreements and conditions required by this Agreement, the schedules and exhibits attached hereto, the Registration Rights Agreement (as defined below) and any other documents or agreements executed in connection with the transactions contemplated hereunder (collectively, the “Transaction Documents”) to be performed, satisfied or complied with by it at or prior to the Initial Closing, Drawdown Closing or Escrow Funding, as applicable, and the Corporation shall have furnished to the Purchasers a certificate, dated the Initial Closing Date, Drawdown Closing Date or Escrow Funding Date, as applicable, executed on behalf of the Corporation by each of its Chief Executive Officer and Chief Financial Officer, certifying as to the foregoing. (b) The Corporation shall have furnished to the Company will have performed and complied in all material respects with Purchasers a certificate, dated the Initial Closing Date, Drawdown Closing Date or Escrow Funding Date, as applicable, executed on behalf of the Corporation by each of its Chief Executive Officer and Chief Financial Officer, certifying that such officers have examined the covenants Financial Statements (as defined in Section 3.1(e) hereof) and, in their opinion (except to the extent superseded by statements in later-prepared documents comprising part of the Financial Statements and agreements delivered to the Purchasers), as of such date, the Financial Statements do not contain any untrue statement of a material fact or omit to state any material fact required to be performed by it stated therein or necessary to make the statements therein, in the light of the circumstances under this Agreement and the agreements and documents attached hereto as Exhibits prior which they were made, not misleading, with respect to the Closing;respective periods covered by such Financial Statements. (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of From the date hereof (to the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Initial Closing Date, the Drawdown Closing Date or the Escrow Funding Date, as applicable, there shall not have occurred any event or series of counsel events, change, occurrence or development or a state of circumstances or facts (including any events, changes, occurrences, developments, state of circumstances or facts existing prior to the Company, date hereof but which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (fbecome known during such period) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of the transactions contemplated hereby and the performance of the Company's obligations set forth in the Warrant and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would notthat, individually or in the aggregate, have has had, or would reasonably be expected to have, a Material Adverse Effect (for purposes of this Agreement, “Material Adverse Effect” means a material adverse effect on (i) the business, results of operation or financial condition of the Corporation and its Subsidiaries taken as a whole; provided, however, that the term Material Adverse Effect shall not for purposes of this clause (i) be deemed to include the effects of (A) changes after the date of this Agreement (the “Signing Date”) in general business, economic or market conditions (including changes generally in prevailing interest rates, credit availability and liquidity, currency exchange rates and price levels or trading volumes in the United States or foreign securities or credit markets), or any outbreak or escalation of hostilities, declared or undeclared acts of war or terrorism, in each case generally affecting the industries in which the Corporation and its Subsidiaries operate, (B) changes or proposed changes after the Signing Date in generally accepted accounting principles in the United States (“GAAP”) or regulatory accounting requirements, or authoritative interpretations thereof, or (C) changes or proposed changes after the Signing Date in securities, banking and other laws of general applicability or related policies or interpretations of Governmental Authorities (in the case of each of these clauses (A), (B) and (C), other than changes or occurrences to the extent that such changes or occurrences have or would reasonably be expected to have a materially disproportionate adverse effect on the performance Corporation and its Subsidiaries taken as a whole relative to comparable U.S. banking or financial services organizations); or (ii) the ability of the Corporation to consummate the transactions contemplated hereby and perform its obligations under the Warrant and the Registration Rights Agreementhereunder on a timely basis. Any condition Notwithstanding anything to the obligations contrary herein, a “Material Adverse Effect” shall be deemed to have occurred if the amount obtained by dividing (x) the average of the Purchasers specified in this Section 2.1 may closing KBW Bank Index (BKX) values for the ten (10) trading days immediately preceding any Drawdown Closing Date or Escrow Funding Date, as applicable, by (y) the KBW Bank Index (BKX) value as of the close of trading hours on the Initial Closing Date shall be waived in writing by the Purchasers75% or less.

Conditions to the Purchaser’s Obligations. The obligations obligation of ----------------------------------------- the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are is subject to the satisfaction of the following conditions on or before as of the Closing Date: (a1) the The representations and warranties set forth herein or incorporated by reference in Article III V hereof and in any writing delivered by the Company pursuant hereto will shall be true and correct in all material respects (except that the representations and warranties which are qualified as to "materiality" or "Material Adverse Effect" shall be true and correct in all respects) at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties, without giving effect to any Schedule Updates thereto, except as permitted or contemplated in this Agreement; (b2) the The Company will and each Seller shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it each of them under this Agreement on or before the Closing; (3) All consents by third parties that are required for the transfer of the Acquired Stock to the Purchaser, and the consummation of the other transactions contemplated hereby or that are required in order to prevent a breach of, a default under, a termination or modification of, or any acceleration of, any obligations under any material contract to which any Acquired Company is a party shall have been obtained, and payoff letters with respect to all of the Acquired Companies' Indebtedness outstanding as of the Closing and releases of any and all Liens held by third parties against property of the Acquired Companies shall have been obtained, all on terms reasonably satisfactory to the Purchaser; (4) All (i) consents to leasehold mortgages, collateral assignments of leases, and/or waivers of landlord liens from the landlords thereof or any other parties whose consent is required under the Real Property Leases, (ii) estoppel certificates from the landlords, sublandlords or any other parties granting rights to Acquired Companies under the Real Property Leases, and (iii) non-disturbance agreements from the lenders encumbering the parcels of real property underlying the Real Property Leases, shall have been obtained, all on terms reasonably satisfactory to the Purchaser; (5) All governmental filings, authorizations, and approvals that are required for the consummation of the transactions contemplated hereby shall have been duly made and obtained on terms reasonably satisfactory to the Purchaser (without limiting the generality of the foregoing, all applicable waiting periods (and any extensions thereof) under the Xxxx-Xxxxx-Xxxxxx Anti-Trust Improvements Act of 1976, as amended (the "HSR Act"), shall have expired or ------- otherwise been terminated); (6) No action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order, or ruling would prevent the performance of this Agreement or any of the transactions contemplated hereby, declare unlawful the transactions contemplated by this Agreement, cause such transactions to be rescinded, or materially and adversely affect the right of the Purchaser to own, operate, or control any Acquired Company, and no judgment, decree, injunction, order, or ruling shall have been entered which has any of the foregoing effects; (7) Since the date hereof, there shall have been no Material Adverse Effect; (8) Except as otherwise specified in writing by the Purchaser to the Representative prior to the Closing Date, all of the directors of the Acquired Companies shall have resigned and such resignations shall be effective as of the Closing Date; (9) Except as indicated on the "Special Transfers Schedule," all -------------------------- parcels of Owned Real Property which are not owned by an Acquired Company as of the date hereof will have been conveyed or sold to the Company pursuant to a warranty deed and all other instruments of conveyance which are necessary or desirable to effect transfer of good and marketable title to such parcel to the Company (the "Special Real Property Transfer"); ------------------------------ (10) The Sellers shall have obtained, at the Sellers' own cost and expense, a commitment for an ALTA Owner's or Leasehold Policy of Title Insurance, as the case may be, Form B-1970, for each of the parcels of Real Property (hereafter defined), or other form or type of Commitment commonly used in the jurisdiction in which the Real Property (hereafter defined) is located (the "Title Commitments"), issued by a title insurer or attorney, as the case ----------------- may be, satisfactory to the Purchaser and the Purchaser's lender (the "Title ----- Insurer"), in such amount as the Purchaser reasonably determines to be the fair ------- market value (including all improvements thereon), insuring the Purchaser's interest in such parcel as of Closing, subject only to the Permitted Liens. The Sellers shall deliver at the time of delivery of the Title Commitments, copies of all documents attached hereto of record referred to therein. The Sellers will have provided the Purchaser with title insurance policies or attorney issued title opinions, as Exhibits the case may be, (collectively, the "Title Policies") on or before the -------------- Closing, from the Title Insurer based upon the Title Commitments. Each such Title Policy will be dated as of the date of closing and (a) insure title to the applicable parcels of real estate and all recorded easements benefitting such parcels, subject only to Permitted Liens, (b) contain an "extended coverage endorsement" insuring over the general exceptions contained customarily in such policies, (c) contain an ALTA Zoning Endorsement 3.1, with parking (or equivalent), (d) contain an endorsement insuring that the parcel described in such Title Policy is the parcel shown on the survey delivered with respect to such parcel, (e) contain an endorsement insuring that each street adjacent to such parcel is a public street and that there is direct and unencumbered pedestrian and vehicular access to such street from such parcel, (f) if the real estate covered by such policy consists of more than one record parcel, contain a "contiguity" endorsement insuring that all of the record parcels are contiguous to one another, (g) contain a non-imputation endorsement, (h) contain a tax number endorsement and (i) contain such other endorsements as the Purchaser and the Purchaser's lender may reasonably request; (11) The Sellers shall have obtained and delivered to the Purchaser, at the Sellers' own cost and expense, current surveys of each parcel of the Real Property, prepared by a licensed surveyor, satisfactory to the Purchaser, and conforming to 1992 ALTA/ACSM Minimum Detail Requirements for Urban Land Title Surveys ("Surveys"), and such standards as the Title Insurer may require as a -------- condition to the removal of any survey exceptions from the Title Policy, and certified to the Purchaser, the Purchaser's lender and the Title Insurer, within 30 days of the Closing Date, in a form satisfactory to such parties. The Survey shall disclose the location of all improvements, easements, party walls, sidewalks, roadways, utility lines and such matters shown customarily on such surveys, show access affirmatively to public streets and roads, and include Table A Item Nos. 1-4 and 6-14. No Survey shall disclose any survey defect or encroachment from or onto any of the Real Property which has not been cured or insured over by the Sellers prior to the Closing; (c12) The Company shall have distributed the Company Excluded Assets and Liabilities to the Sellers, and the Purchasers Sellers shall have entered into a registration rights agreement with respect accepted and assumed the Excluded Assets and Liabilities, all on terms and pursuant to documents reasonably satisfactory to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretoPurchaser; (d13) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers The Purchaser shall have received an opinion, dated the Closing Date, of Ward, Murray, Pace & Xxxxxxx, P.C., counsel to the CompanyCompany and the Sellers, which counsel is experienced with respect to the matters set forth on Exhibit B attached hereto, and --------- the lenders providing debt financing in connection with the transactions contemplated by this Agreement shall be entitled to rely thereon; (14) On or before the Closing Date, the Sellers shall have delivered to Purchaser all of the type contemplated hereby and following: (1) a certificate from an officer of the Company in the a form and substance reasonably satisfactory to the PurchasersPurchaser, dated the Closing Date, stating that the preconditions specified in Sections 3.1(a) through (m) have been satisfied; (f2) all proceedings to be taken by a copy of the resolutions of the board of directors of the Company in connection with approving the consummation transactions contemplated by this Agreement, certified by an officer of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit AgreementCompany; (g3) a copy of the certificate of incorporation or equivalent document for each Acquired Company, certified by the appropriate authority in the jurisdiction in which such entity was incorporated or organized; (4) a copy of the bylaws or equivalent document for each Acquired Company, certified by an officer of such Acquired Company; (5) certificates from appropriate authorities, dated as of or about the Closing Date, as to the good standing and qualification to do business of each Acquired Company in each jurisdiction where they are so qualified; (6) all consents stock certificates and waivers by third parties that are required for the consummation other instruments evidencing ownership of the transactions contemplated hereby and the performance each of the Company's obligations set forth Subsidiaries; (7) all minute books, stock books, ledgers and registers, corporate seals and other corporate records relating to the organization, ownership and maintenance of each Acquired Company; (8) copies of the consents, filings, authorizations, approvals, estoppel certificates and non-disturbance agreements described in Sections 3.1(c), (d), (e) and (f) to the Warrant and extent applicable to the Registration Rights Agreement shall have been obtained other than those Company or the failure Sellers; (9) copies of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligationsresignations described in Section 3.1(h); and (h10) all governmental filings, authorizations and approvals that are required for such other documents or instruments as the consummation of Purchaser may reasonably request to effect the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the Purchasers.;

Conditions to the Purchaser’s Obligations. The obligations of Such Purchaser’s obligation to pay for the Purchasers Notes to consummate the transactions contemplated be purchased by this Agreement are it shall be subject to the satisfaction following conditions, any one or more of the following conditions on or before the Closing Datewhich may be waived by such Purchaser: (a) receipt by the representations Closing Agent on behalf of such Purchaser of the Note Purchase Agreement, executed and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will be true and correct in all material respects at and as a responsible officer of the Closing DateCompany; (b) receipt by the Company will have performed and complied in all material respects with each Closing Agent on behalf of such Purchaser of fully executed copies of the covenants and agreements required to be performed by it under this Agreement Indenture and the agreements and documents attached hereto as Exhibits prior to the ClosingNotes; (c) receipt by the Closing Agent on behalf of such Purchaser of the Security Agreements, executed and delivered by a responsible officer of the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached heretoeach other party thereto; (d) each the delivery to the Closing Agent on behalf of such Purchaser by U.S. counsel to the conditions which are required Company of a legal opinion substantially similar in substance to be satisfied pursuant the form of opinion attached as ANNEX C-1 to Section 2 of that certain Credit the Note Purchase Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated delivery to the Closing Date, Agent on behalf of such Purchaser by Israeli counsel to the Company, which counsel is experienced Company of a legal opinion substantially similar in transactions of the type contemplated hereby and in substance to the form and substance reasonably satisfactory of opinion attached as ANNEX C-2 to the PurchasersNote Purchase Agreement; (f) all proceedings to be taken receipt by the Company in connection with Closing Agent on behalf of such Purchaser of a certificate executed by the consummation chief executive officer and the chief financial officer of the Company, dated as of the Closing Transaction and Date, in substantially the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required form of certificate attached as ANNEX D to be delivered by the Company in accordance with the Credit Note Purchase Agreement; (g) receipt by the Closing Agent on behalf of such Purchaser of a certificate of the Secretary of the Company, dated as of the Closing Date, in substantially the form of certificate attached as ANNEX E to the Note Purchase Agreement: (i) certifying the resolutions adopted by the Board of Directors of the Company approving the transactions contemplated by the Transaction Agreements and the sale of the Notes and the reservation and issuance of the shares of Common Stock potentially issuable upon the conversion of the Notes; (ii) certifying the current versions of the Certificate of Incorporation and the Bylaws of the Company; and (iii) certifying as to the signatures and authority of the persons signing the Note Purchase Agreement and related documents on behalf of the Company; (h) receipt by the Closing Agent on behalf of the Purchaser of a certificate of good standing for the Company for its jurisdiction of incorporation; (i) on or prior to the Closing Date, the Company shall have received the approval of the Israeli National Authority for Technological Innovation (formerly known as the Office of the Chief Scientist of the Israeli Ministry of the Economy) (the “Israeli Innovation Authority”) in connection with the grant of a security interest in certain of the Security Assets (as defined in the IP Charge and the Floating Charge) and the Trustee shall have executed and delivered the undertakings on behalf of each Purchaser towards the Israeli Innovation Authority, in the form requested by the Israeli Innovation Authority; (j) the Common Stock shall continue to be listed on the New York Stock Exchange Market (“NYSE MKT”) as of the Closing Date; there shall have been no suspensions in the trading of the Common Stock as of the Closing Date; and the listing of additional shares notification form with respect to the maximum number of shares of Common Stock that may be issued upon conversion of the Notes (including the maximum number of Additional Shares (as defined in the Indenture) that may be added to the Conversion Rate (as defined in the Indenture)), assuming the Company elected to settle all consents conversions solely in shares of Common Stock, shall have been submitted to NYSE MKT and waivers NYSE MKT shall have confirmed that it has no objection to such notification; (k) no injunction, restraining order, action or order of any nature by third parties a governmental or regulatory authority shall have been issued, taken or made or no action shall have been taken and no statute, rule, regulation or order shall have been enacted, adopted or issued by any federal, state or foreign governmental or regulatory authority of competent jurisdiction that are required for would, prior to or as of the Closing Date, prevent or materially interfere with the consummation of the transactions contemplated hereby and by the performance Note Purchase Agreement; and (l) prior to the Closing, there shall not have occurred a material adverse effect or any development involving a prospective material adverse effect in the general affairs, business, properties, management, financial condition or results of operations of the Company's obligations Company from that set forth in the Warrant Disclosure Package and the Registration Rights Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation of the transactions contemplated hereby, if any, will have been duly made and obtained and all waiting periods will have expired on terms reasonably satisfactory to the Purchasers other than those filings, authorizations or approvals the absence of which would not, individually or in the aggregate, have a Material Adverse Effect or adverse effect on the performance of obligations under the Warrant and the Registration Rights Agreement. Any condition to the obligations of the Purchasers specified in this Section 2.1 may be waived in writing by the PurchasersFinal Memorandum.

Conditions to the Purchaser’s Obligations. The obligations of the Purchasers Purchaser to consummate the transactions contemplated by this Agreement are subject to the satisfaction of the following conditions on or before as of the Closing Date: (a) 3.6.1 the representations and warranties set forth herein or incorporated by reference in Article III hereof and in any writing delivered by the Company pursuant hereto will IV shall be true and correct in all material respects at and as of the Closing DateDate as though then made and as though the Closing Date were substituted for the date of this Agreement throughout such representations and warranties; (b) 3.6.2 the Company will shall have performed and complied in all material respects with each all of the covenants and agreements required to be performed by it under this Agreement and the agreements and documents attached hereto as Exhibits on or prior to the Closing; (c) the Company and the Purchasers shall have entered into a registration rights agreement with respect to the Underlying Common Stock (the "Registration Rights Agreement") substantially in the form set forth in EXHIBIT B attached hereto; (d) each of the conditions which are required to be satisfied pursuant to Section 2 of that certain Credit Agreement, dated as of the date hereof (the "Credit Agreement"), among the Company, the other parties named as Borrowers thereto, General Electric Capital Corporation ("GE Capital"), NationsBank, National Association ("NationsBank"), and Key Corporate Capital Inc. ("Key") (GE Capital, NationsBank and Key, collectively referred to as the "Lenders") and the other parties which may from time to time be Lenders thereunder, and GE Capital, as Administrative Agent, and NationsBank, as Revolver Agent); (e) the Purchasers shall have received an opinion, dated the Closing Date, of counsel to the Company, which counsel is experienced in transactions of the type contemplated hereby and in the form and substance reasonably satisfactory to the Purchasers; (f) all proceedings to be taken by the Company in connection with the consummation of the Closing Transaction and the other transactions contemplated hereby and all certificates, opinions, instruments and other documents, including customary representations, warranties, covenants, conditions and remedies for breach, required to be delivered by the Company in accordance with the Credit Agreement; (g) all consents and waivers by third parties that are required for the consummation of 3.6.3 the transactions contemplated hereby by this Agreement shall not be prohibited by any applicable law or governmental regulation, shall not subject the Purchaser to any penalty, liability or other materially adverse condition under or pursuant to any applicable law or governmental regulation, and shall be permitted by laws and regulations of the jurisdictions to which the Purchaser is subject; 3.6.4 no action, suit, or proceeding shall be pending or threatened before any court or quasi-judicial or administrative agency of any federal, state, local, or foreign jurisdiction or before any arbitrator wherein an unfavorable judgment, decree, injunction, order or ruling would prevent the performance of the Company's obligations set forth in the Warrant and the Registration Rights this Agreement shall have been obtained other than those the failure of which to be obtained would not have a Material Adverse Effect on or which would not adversely affect the performance of such obligations; and (h) all governmental filings, authorizations and approvals that are required for the consummation any of the transactions contemplated hereby, if anydeclare unlawful the transactions contemplated by this Agreement, will cause such transactions to be rescinded or materially and adversely affect the right of the Purchaser to own the Purchased Assets, and no judgment, decree, injunction, order or ruling shall have been duly made and obtained and all waiting periods will entered which has any of the foregoing effects; 3.6.5 the Company shall have expired on terms reasonably satisfactory received proper termination statements (Form UCC-3) necessary to terminate the effectiveness of any financing statements filed with respect to the Purchasers Purchased Assets; 3.6.6 the Purchaser shall have received all material permits, licenses, registrations and other than those filingsgovernmental approvals required for the Purchaser’s operation of the Business and occupation of the Premises (including without limitation all permits, licenses, registrations and other governmental approvals required under Environmental Laws), provided, that the Purchaser has used commercially reasonable efforts to file applications to obtain or, to the extent any of the Company’s material permits, licenses, registrations or other governmental authorizations or approvals are transferable to the absence of which would not, individually or Purchaser and included in the aggregatePurchased Assets, to file requests to transfer, reissue or modify, any such permits, licenses, registrations and approvals; 3.6.7 the Purchaser shall have a Material Adverse Effect or adverse effect on received all necessary approvals from its board of directors to consummate the performance of obligations under transactions contemplated hereby; 3.6.8 the Warrant Purchaser shall have received all necessary approvals from Silicon Valley Bank to consummate the transactions contemplated hereby; and 3.6.9 the Purchaser shall have received, in writing, the right to co-occupy the premises leased by the Company in Florida following the Closing pursuant to the terms set forth in the stipulation between the Company and the Registration Rights Agreementlandlord of such Florida premises dated February 10, 2005. Additionally, the Purchaser shall have entered into a new sublease with Breg, Inc. for the premises subleased by the Company in California on substantially similar economic terms and conditions to those currently in place between the Company, and the Purchaser shall have received a waiver from the landlord of such California premises Any condition to the obligations of the Purchasers specified in this Section 2.1 3.6 may be waived in writing pre-Closing by the PurchasersPurchaser; provided that no such waiver shall be effective against the Purchaser unless it is set forth in a written instrument executed by the Purchaser. In the event that the Purchaser elects to consummate the transactions contemplated by this Agreement even though certain of the conditions set forth in this Section 3.6 have not been satisfied, upon the Closing, any conditions in Section 3.6 that have not otherwise been satisfied shall be identified in a writing to be signed by the Parties and considered waived by the Purchaser.