Common use of Tender Offer Clause in Contracts

Tender Offer. (a) The Company shall cause the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) of the Tender Offer to purchase 37,037,037 shares of Common Stock, at a price per share equal to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effect. (b) On the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.

Tender Offer. (a) The If the Company shall cause the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) of the Tender Offer to purchase 37,037,037 shares of Common Stock, at a price per share equal to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions Requisite Vote shall not have been satisfiedobtained at the Shareholders Meeting or any adjournment or postponement thereof permitted hereunder, so long as then Parent, Merger Sub or any of their Affiliates may at any time, during the fifteen (15) business day period beginning the business day after date of the Shareholder Meeting or any adjournment or postponement thereof permitted hereunder (the “Tender Offer Commencement Period”), elect to commence a tender offer for 83.958% of the Shares held by each shareholder of the Company (a “Tender Offer”). Such Tender Offer and the consummation thereof shall be subject to all of the terms and conditions of this Agreement and will be conducted pursuant to applicable Law. In the event that Parent, Merger Sub or any of their Affiliates elect to commence a Tender Offer, the “Termination Date” hereunder shall remain in effect. be automatically amended without any action of the parties hereto to be the later of (bx) On March 31, 2007 and (y) the date that is sixty (60) days after the date of commencement of the Tender Offer. If a Tender Offer is commenced, (i) the Company shall file cooperate with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 Parent, Merger Sub and their Affiliates in connection with respect to the Tender Offer (including by executing any agreements and other documents at the "Tender Offer Statement")reasonable request of Parent, which Merger Sub or any of their Affiliates) and shall contain an offer to purchase provide Parent, Merger Sub and a related letter their Affiliates with all information reasonably requested by Parent, Merger Sub or any of transmittal (such Tender Offer Statement and the documents therein pursuant to which their Affiliates in connection with the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as and (ii) the "Offer Documents"). After the Offer Documents are filed with the SEC, board of directors of the Company shall disseminate recommend that the Offer Documents to the stockholders shareholders of the Company. If at any time prior to the expiration of Company tender their Shares into the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplementOffer.

Tender Offer. (a) The Company Provided that this Agreement shall cause the commencement (as such term is defined not have ------------ been terminated in Rule 13e-4(a)(4) under the Exchange Act) accordance with Article VIII hereof and none of the Tender events set forth in Annex A hereto shall have occurred or be existing, within five business days of the date hereof, Merger Sub will commence the Offer to purchase 37,037,037 shares of Common Stock, for 13,933,000 Shares at a price of $11.50 per share equal to $27Share, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07Annex A hereto. Subject to the provisions hereof, conditions of the Tender Offer shall expire on the date set forth in Schedule 8.07; provided Annex A hereto, Merger Sub will promptly accept for payment and pay for all Shares that are validly tendered and not withdrawn as soon as practicable after the Tender Offer later of 9:00 a.m. e.s.t. on February 17, 1998 and the twentieth business day of the Offer. Merger Sub shall not, without the prior written consent of the Company (such consent to be extended from time authorized by the Board of Directors of the Company), decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought, change the conditions to time if the Offer, impose additional conditions to the Offer Conditions shall not have been satisfied, so or amend any other term of the Offer in any manner adverse to the holders of Shares or extend the Offer if all of the conditions to the Offer are satisfied or waived or waive the condition set forth in paragraph (f) of Annex A to this Agreement. So long as this Agreement is in effect and the conditions to the Offer have not been satisfied or waived, at the request of the Company from time to time, Merger Sub shall remain extend the Offer for a period not to exceed 10 business days after the previously scheduled expiration date of the Offer; provided, however, in effectno event shall Parent be obligated to extend the Offer -------- ------- beyond March 31, 1998. (b) On Parent agrees that the date Offer to Purchase and related Letter of commencement Transmittal relating to the Offer (which together constitute the "Offer ----- Documents") shall, in all material respects, comply with the requirements of the Tender Offer--------- Securities Exchange Act of 1934, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer as amended (the "Tender Offer StatementExchange Act"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement ) and the documents therein pursuant rules ------------ and regulations thereunder and other applicable laws. The Company and its counsel shall be given an opportunity to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After review and comment on the Offer Documents are prior to their being filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.

Tender Offer. (a) As promptly as practicable, but in no event later than five Business Days after the satisfaction of the conditions set forth in thisSection 5.7, any of which may be waived by the party(ies) for which benefit they are provided (the “Pre-Closing” and the date upon which the Pre-Closing actually occurs shall be referred to herein as the “Pre-Closing Date”), the Investors shall commence a “regular tender offer”(within the meaning of the Tender Offer Regulations), to the shareholders of the Company, for the purchase of up to 1,550,000 Company Shares, at a price equal to the Price Per Share (the “Tender Offer”). All actions at the Pre-Closing and all transactions occurring at the Pre-Closing shall be deemed to take place simultaneously and no action shall be deemed to have been taken, no transactions shall be deemed to have been completed and no document delivered until all such actions, transactions and documents have been taken, completed and all required documents delivered. (i) The Shareholders Resolutions have been adopted by the Required Company Shareholder Vote in accordance with applicable Legal Requirement and the Charter Documents. In addition, the Investors shall have received duly executed minutes of the Company General Meeting so evidencing the Shareholders Resolutions so adopted; (a) The representations and warranties of the Company in this Agreement that are qualified by a “Material Adverse Effect” or other materiality qualification shall have been true and correct in all respects as so qualified on and as of such date with the same effect as if made at and as of such date, (b) the representations and warranties of the Company in this Agreement that are not qualified by a “Material Adverse Effect” or other materiality qualification shall have been true and correct in all material respects on and as of such date with the same effect as if made at and as of such date, provided, however, that, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (a), or (b), as applicable) only as of such date or period, and (c) the Company shall cause have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by the commencement Company at or prior to such date. In addition, the Investors shall have received a certificate signed by the Chief Executive Officer and Chief Financial Officer of the Company certifying as to satisfaction of the conditions set forth in Section 5.7(i), (ii) and (iv); (a) The representations and warranties of the Investors that are qualified by a “Material Adverse Effect” or other materiality qualification shall have been true and correct in all respects as so qualified on and as of such term is defined date with the same effect as if made at and as of such date, (b) the representations and warranties of the Investors in Rule 13e-4(a)(4this Agreement that are not qualified by a “Material Adverse Effect” or other materiality qualification shall have been true and correct in all material respects on and as of such date with the same effect as if made at and as of such date, provided, however, that, representations and warranties that are made as of a particular date or period shall be true and correct (in the manner set forth in clauses (a), or (b), as applicable) only as of such date or period, and (c) the Investors shall have performed and complied in all material respects with all covenants and obligations under this Agreement required to be performed and complied with by such parties at or prior to such date. In addition, the Exchange ActCompany shall have received a certificate signed by an executive officer of the Investors certifying as to the satisfaction of the conditions set forth in this Section 5.7(iii); (iv) There shall not have occurred a Material Adverse Effect; (v) All other conditions set forth in Sections 6.1, 6.2 and 6.3 hereof are satisfied or waived (to the extent permitted hereunder), as if the Closing would have occurred on such date, provided that (a) the deliverable set forth in Sections 2.4(a) (purchase price) shall be deposited with and held in escrow by the Escrow Agent in accordance with the Escrow Agreement and released therefrom at the Closing, as full satisfaction of the Purchasers’ obligation thereunder; (b) with respect to the deliverables set forth in 2.4(b) (registration rights agreement), 2.4(c) (management agreement), 2.4(d) (OCS undertaking), 2.5(b) (transfer agent instructions, with the number of Purchased Shares left blank), 2.5(c) (warrants), 2.5(e) (registration rights agreement), 2.5(f) (management agreement), 2.5(g) (indemnification letter), 2.5(h) (resignations) and 2.5(k) (NASDAQ listing notice, with the number of Purchased Shares left blank), such deliverables would be dated blank and held in escrow by the Escrow Agent and released therefrom at the Closing; (c) the deliverable set forth in Sections 2.5(d) (legal opinion which shall bedated as of the Pre-Closing) 2.5(i) (consents) and 2.5(j) (TASE listing approval) (assuming, in the case of Sections 2.5(i) and 2.5(j), that no Tender Offer Shares are purchased) are dated as of (or prior to) such date, as applicable, and (d) the deliverable set forth in Section 2.5(a) (officer’s certificate) and Sections 2.5(d) (legal opinion which shall bedated as of the Closing) will be delivered only at the Closing; (vi) A consent to certain customary exemptions from the Tender Offer to purchase 37,037,037 shares of Common StockRegulations has been obtained from the Israeli Securities Authority, at a price per share equal to $27, net to as coordinated between the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, Investors and the Company's obligation to complete ; and (vii) The Founders SPAs and the Tender Offer Shareholders Agreement shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereoffull force and effect, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfiedterminated, so long as this Agreement revoked or amended without the Investors’ consent and all actions required to be taken or satisfied at the Pre-Closing of the Founders SPAs in order to effect it simultaneously with the Pre-Closing hereunder shall remain have been duly taken, satisfied or waived in effectaccordance with their respective terms (except if, pursuant to the terms of the Founders SPAs, Closing hereunder may be effected without effecting the Closing thereunder). (b) On As required by Section 2.2, the date of commencement Investors shall deposit with the Tender Offer Agent, who shall serve as the agent required pursuant to the Tender Offer Regulations, immediately prior to the launch of the Tender Offer, by wire transfer of immediately available funds to an account designated by the Escrow Agent, the Maximum Tender Offer Purchase Price. (c) The Investors shall irrevocably instruct the Tender Offer Agent to release and transfer to the Company on the Closing Date, by wire transfer of immediately available funds to an account designated by the Company in writing prior to the Closing Date, the balance, if any, between the Maximum Tender Offer Purchase Price and the Actual Tender Offer Purchase Price (the “Remaining Tender Offer Fund”). If the Closing occurs, such Remaining Tender Offer Fund shall file with be deemed for all intent and purposes as paid by the Investors on account of the Actual Investment Purchase Price. (d) The Company shall cooperate (and shall cause their respective counsel, auditors, agents and representatives to cooperate) in the preparation of any documents, rulings, applications, exemptions, or other instruments related to or required in order to initiate and consummate the Tender Offer, as may be reasonably requested by the Investors. (e) The parties acknowledge that there can be no assurance as to the consummation of the Tender Offer or the amount of Tender Offer Purchased Shares, if any, that would be purchased thereby, and that subject to the terms and conditions set forth in this Agreement, the Company may be required to issue and sell to the Investors, and the Investors shall be required to purchase from the Company, Purchased Shares assuming no Company Shares are purchased pursuant to the Tender Offer. (f) The Tender Offer shall not be subject to any conditions other than, to the extent permitted by the ISA, the conditions to Closing under Section 6.1 and 6.2 hereunder or the termination of this Agreement pursuant to Section 7.1. (g) The Investors shall not extend the Tender Offer without the Company’s consent, which shall not be unreasonably withheld or delayed. (h) The Investors shall (and shall cause their respective counsels and representatives to) respond as promptly as reasonably practicable to, and comply with, comments from the SEC an Issuer Tender Offer Statement on Schedule 13E-4 and its staff with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplementdocuments.

Tender Offer. (a) The Company shall cause As promptly as reasonably practicable after the commencement (as such term is defined date hereof, but in Rule 13e-4(a)(4) under no event later than five business days after the Exchange Act) public announcement of the Tender execution of this Agreement, Purchaser or Merger Sub will commence the Offer to purchase 37,037,037 shares for all of Common Stock, the outstanding Shares at a price of not less than $15.50 per share equal to $27Share in cash, net to the seller seller, subject to the conditions set forth in cashExhibit A, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agreeand, the Company's obligation to complete the Tender Offer shall be subject only to the terms and conditions (of the "Offer, will pay, as promptly as reasonably practicable after expiration of the Offer, for all Shares duly tendered and not withdrawn. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, -------- however, that no change may be made which decreases the price per Share payable ------- in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer Conditions") other than those set forth in Schedule 8.07. Subject to Exhibit A hereto or which extends the provisions hereof, the Tender Offer shall expire on the date (except as set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if following sentence). Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer Conditions beyond the scheduled expiration date (the initial scheduled expiration date being 20 business days following the commencement of the Offer) if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not have been satisfiedbe satisfied or waived, so long (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if as this Agreement shall remain in effectof such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer is less than 90 percent, of the outstanding Shares on a fully diluted basis. (b) On The Company hereby consents to the date Offer and represents that the Board of commencement Directors of the Tender Offer, Company has unanimously determined that the Offer is fair to the holders of the Shares and the Merger is in the best interests of the Company and the stockholders of the Company, approved the making of the Offer and resolved to recommend acceptance of the Offer by the holders of the Shares and approval of the Merger by the Company's stockholders. The Company's Board of Directors shall file recommend, in accordance with the provisions of Section 6.1(b) hereof, to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the SEC an Issuer Tender as soon as practicable on the day the Offer Statement on Schedule 13E-4 with respect is commenced. Purchaser agrees, as to the Tender Offer to Purchase and related Letter of Transmittal (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as constitute the "Offer Documents"). After ) and the Offer Documents are filed Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the SEC, the Company shall disseminate the Offer Documents to the stockholders requirements of the CompanyExchange Act and other applicable laws. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement The Company and its counsel, as to the Offer Documents, and the Purchaser and its counsel, as to the Schedule 14D- 9, shall be given an opportunity to review such documents prior to their being filed with the SEC. Neither Purchaser nor the Company shall file any of such documents with the SEC without the approval of the other party (which shall not be unreasonably withheld). (c) In connection with the Offer, the Company will prepare cause the transfer agent for the Company Common Stock to furnish promptly to Merger Sub a list, as of a recent date, of the record holders of shares and file their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Merger Sub with such additional information (including, without limitation, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or Merger Sub or their agents may reasonably request in communicating the SEC Offer to the record and disseminate to its stockholders such an amendment or supplementbeneficial holders of Shares.

Tender Offer. (a) The Company Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing and the other conditions to the Offer specified in Annex A shall have been satisfied (such conditions, together with the nonoccurrence of such events, the "Offer Conditions"), within five business days after the public announcement by Purchaser of this Agreement, Purchaser shall cause Merger Sub to commence a tender offer (the commencement (as such term is defined in Rule 13e-4(a)(4"Offer") under the Exchange Act) for all of the Tender Offer to purchase 37,037,037 outstanding shares of Common Stock, par value $.25 per 2 share, of the Company, including the associated Rights (as defined in Section 6.1(b)) (together, the "Shares") at a price of $12.00 per share equal to $27Share in cash, net to the seller (but subject to any applicable Tax (as defined in cashSection 6.1(o)) withholdings) (the "Merger Consideration"), no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions Offer Conditions, and to comply with Rule 14e-1(c) under the Securities Exchange Act of 1934, as amended (including the rules and regulations thereunder, the "Exchange Act"). The initial expiration date of the Offer (the "Initial Expiration Date") shall be the date that is twenty business days from the date (the "Commencement Date") the Offer Documents (as hereinafter defined) are first filed with the Securities and Exchange Commission (the "SEC"), including the Commencement Date as the first business day of such period. Merger Sub shall not, without the prior written consent of the Company, decrease the price per Share offered in the Offer, change the form of consideration offered or payable in the Offer, decrease the number of Shares sought in the Offer, change the conditions to the Offer in any manner adverse to the holders of Shares, impose conditions to the Offer in addition to the Offer Conditions") , amend any term of the Offer in any manner adverse to the holders of Shares or waive the Minimum Condition (as defined in Annex A). Purchaser and Merger Sub expressly reserve the right, in their sole discretion, to waive any condition (other than the Minimum Condition, as defined in the Offer Conditions). It is agreed that the terms and conditions set forth in Schedule 8.07. Subject the Offer, including but not limited to the provisions hereofOffer Conditions, are for the Tender Offer shall expire on benefit of Purchaser and Merger Sub and may be asserted by Purchaser and Merger Sub regardless of the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time circumstances giving rise to time if the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effectany such condition. (b) On The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on June 4, 1999, has unanimously (A) determined that this Agreement and the transactions contemplated by this Agreement, including each of the Offer and the Merger (as defined in Section 2.1), are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including each of the Offer and the Merger, and (C) resolved to recommend that the stockholders of the Company accept the Offer, tender their Shares to Merger Sub thereunder and approve this Agreement and the transactions contemplated hereby; and (ii) Hambxxxxx & Xuisx XXX and Duff & Phelxx, XXC (collectively, the "Financial Advisors") have delivered (c) As soon as reasonably practicable on the date of commencement of the Tender OfferOffer is commenced, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (the "Schedule 14D-1") with respect to the Tender Offer (with the "Tender Offer Statement"), which SEC. The Schedule 14D-1 shall contain an offer Offer to purchase Purchase and a forms of the related letter of transmittal and other related documents (such Tender which Schedule 14D-1, Offer Statement to Purchase, letter of transmittal and the documents therein pursuant to which the Tender Offer will be madeother related documents, together with any supplements or amendments thereto, are referred to hereinafter herein collectively as the "Offer Documents"). After The Company's Board of Directors shall recommend acceptance of the Offer Documents are to its stockholders in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed by the Company with the SEC, SEC on the Company shall disseminate date the Offer Documents to the stockholders of is commenced; provided, however, that if the Company. If at any time prior 's Board of Directors determines consistent with its fiduciary duties to the expiration of the Tender Offer there shall occur any event that should be set forth in an amend or withdraw such recommendation, such amendment or supplement withdrawal shall not constitute a breach of this Agreement. Purchaser agrees, as to the Offer Documents, and the Company will prepare agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the requirements of the Exchange Act and file other applicable laws. The Company and its counsel, as to the Offer Documents, and Purchaser and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review such documents prior to their being filed with the SEC. Purchaser, Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents or the Schedule 14D-9 that shall have become false or misleading in any material respect, and Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, further agree to take all steps necessary to cause the Offer Documents and the Schedule 14D-9, as the case may be, as so corrected to be filed with the SEC and disseminate disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (d) In connection with the Offer, the Company will cause its stockholders such an amendment or supplement.transfer agent to furnish to Merger Sub,

Tender Offer. 7.7.1. Within five (a5) The Company business days after the date hereof, Purchaser shall cause commence the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) of the Tender Offer to purchase 37,037,037 up to 3,596,688 shares of Common Stock, at a price per share equal to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete Common Stock (the "Maximum Tender Number") at $90 per share in cash (the "Offer shall be Price"), subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effectAnnex A ------- hereto. (b) 7.7.2. On the date of commencement of the Tender Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Tender Offer (the "Tender Offer Statement"), which Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be madeother documents, together with any all supplements or and amendments thereto, are being referred to hereinafter herein collectively as the "Offer Documents"). After Purchaser and the Company agree to promptly correct any information provided by either of them for use in the Offer Documents are which shall have become false or misleading, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate the other Offer Documents as so corrected to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Purchaser agrees to provide the Company with a written copy of any comments it or its stockholders counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-1 promptly after receipt of such an amendment comments. 7.7.3. Purchaser shall not, without the prior written consent of the Company, (i) terminate the Offer other than in accordance with its terms, (ii) extend the Expiration Date to a date later than August 31, 1999, or supplement(iii) amend the Offer, other than as permitted in Annex A; provided, however, ------- -------- ------- it is understood that i) Purchaser shall have the right to close the Offer and accept and pay for tendered shares of Common Stock at any time it may be permitted to under applicable law, (ii) Purchaser is not obligated to keep the Offer open until the Stockholders Meeting occurs and (iii) in the event that the Second Issuance Agreements are terminated, Purchaser may elect, in its sole discretion, to continue to conduct the Offer and may increase the Maximum Tender Number to 5,000,000 shares of Common Stock. 7.7.4. The Company's obligations hereunder shall not be conditioned on the number of shares tendered to Purchaser. Purchaser shall purchase all shares of Common Stock tendered pursuant to the Offer up to the Maximum Tender Number. Purchaser shall not have any right hereunder to acquire the Second Issuance Shares if Purchaser fails to acquire in contravention of the terms of Annex A all shares of Common Stock tendered pursuant to the Offer up to ------- the Maximum Tender Number.

Tender Offer. (a) The Company Provided that this Agreement shall cause the commencement (as such term is defined not have been terminated in Rule 13e-4(a)(4) under the Exchange Act) accordance with Article IX hereof and none of the Tender Offer to purchase 37,037,037 shares events set forth in Annex A hereto shall have occurred or be existing, within five business days of Common Stockthe date hereof, Purchaser will commence a tender offer (the "Offer") for all of the outstanding Shares that it currently does not directly or indirectly own at a price of $19.50 per share equal to $27Share in cash, net to the seller in cashseller, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07Annex A hereto. Subject to the provisions hereofterms and conditions of the Offer, Purchaser will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. The Company's Board of Directors and a majority of the Tender Company's Independent Directors (as defined in Section 4.2) shall recommend acceptance of the Offer shall expire to its stockholders in a Solicitation/Recommendation Statement on the date set forth in Schedule 8.07; provided that the Tender Offer shall 14D-9 (as such statement may be extended amended or supplemented from time to time time, the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that if the Company's Board of Directors or the Special Committee (the "Special Committee") composed of the Company's Independent Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall not constitute a breach of this Agreement. Purchaser will not, without the prior written consent of the Company and the Special Committee, decrease the price per Share or change the form of 2 consideration payable in the Offer, decrease the number of Shares sought or change the conditions to the Offer. Purchaser shall not terminate or withdraw the Offer Conditions or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer set forth on Annex A hereto shall not have been satisfied, so long as this Agreement shall remain in effectsatisfied or waived. (b) On the date of commencement of the Tender OfferPurchaser agrees, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect as to the Tender Offer to Purchase and related Letter of Transmittal (the "Tender Offer Statement")which together, which shall contain an offer as either of them may be amended or supplemented from time to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be madetime, together with any supplements or amendments thereto, are referred to hereinafter as constitute the "Offer Documents"). After , and the Offer Documents are filed Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the SEC, the Company shall disseminate the Offer Documents to the stockholders requirements of the CompanySecurities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and other applicable laws. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement The Company and its counsel, as to the Offer Documents, and Purchaser and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review such documents prior to their being filed with the SEC. (c) In connection with the Offer, the Company will prepare cause its Transfer Agent to furnish promptly to Purchaser a list, as of a recent date, of the record holders of Shares and file their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or its agents may reasonably request in communicating the SEC Offer to the record and disseminate to its stockholders such an amendment or supplementbeneficial holders of Shares.

Tender Offer. (a) Infinity World agrees that the Offer Documents shall comply as to form in all material respects with the requirements of Exchange Act and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Infinity World agrees promptly to correct any information in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Infinity World further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall cause be given a reasonable opportunity to review the commencement (as such term is defined Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Infinity World agrees to provide the Company and its counsel in Rule 13e-4(a)(4) under writing with any comments the Exchange Act) of Infinity World Group or its counsel may receive from the SEC or its staff with respect to the Tender Offer to purchase 37,037,037 shares promptly after the receipt of Common Stock, at a price per share equal to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effectsuch comments. (b) On the date of commencement Within ten (10) business days of the Infinity Group files its Tender OfferOffer Statement on Schedule TO with respect to the Tender Offer and other Offer Documents with the SEC, the Company shall file with the SEC an Issuer Tender Offer a Solicitation/Recommendation Statement on Schedule 13E-4 14D-9 with respect to the Tender Offer (such Schedule 14D-9, as amended from time to time, the "“Schedule 14D-9”) containing its recommendation (in which the Company may remain “neutral” with respect to the Tender Offer Statement")Offer, which but in no event shall contain an offer to purchase and a related letter the Company recommend rejection of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will or take any position adverse to the Tender Offer) and shall cause the Schedule 14D-9 to be made, together with any supplements published or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents mailed to the stockholders of the Company. If at any time prior The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the expiration requirements of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to Securities Exchange, and, on the Offer Documents, the Company will prepare and file date filed with the SEC and disseminate on the date first published, sent or given to the Company’s stockholders, such Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by the Infinity Group specifically for inclusion in the Schedule 14D-9. The Company agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company’s stockholders, in each case as and to the extent required by applicable federal securities laws. The Infinity Group and its counsel shall be given a reasonable opportunity to review the Schedule 14D-9 and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. The Company agrees to provide the Infinity Group and its counsel in writing with any comments the Company or its counsel may receive from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such an amendment or supplementcomments.

Tender Offer. (a) The Company Provided that this Agreement shall cause the commencement (as such term is defined not have been terminated in Rule 13e-4(a)(4) under the Exchange Act) accordance with Article IX hereof and none of the Tender Offer to purchase 37,037,037 shares events set forth in Annex A hereto shall have occurred or be existing, within five business days of Common Stockthe date hereof, the Purchaser will commence a tender offer (the "Offer") for all of the outstanding Shares that the Parent does not own at a price of $10.25 per share equal to $27Share in cash, net to the seller in cashseller, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07Annex A hereto. Subject to the provisions hereofterms and conditions of the Offer, the Tender Purchaser will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. The Company's Board of Directors and a majority of the Company's Independent Directors (as defined below) shall recommend acceptance of the Offer shall expire to its stockholders in a Solicitation/Recommendation Statement on the date set forth in Schedule 8.07; provided that the Tender Offer shall 14D-9 (as such statement may be extended amended or supplemented from time to time time, the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that if the Company's Board of Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall not constitute a breach of this Agreement. The Purchaser will not without the prior written consent of the Company decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought, change the conditions to the Offer Conditions or waive the Minimum Tender Condition (as defined on Annex A hereto). The Purchaser shall not terminate or withdraw the Offer or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer set forth on Annex A hereto shall not have been satisfied, so long as this Agreement shall remain in effectsatisfied or waived. (b) On the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.

Tender Offer. (ai) The Provided that this Agreement shall not have been terminated in accordance with Section X hereof, as promptly as practicable (but in no event later than eight (8) business days following the execution and delivery of this Agreement, unless the Company shall cause and the commencement Purchaser have otherwise agreed), Purchaser will commence a tender offer (as such term is defined in Rule 13e-4(a)(4the "Offer") under the Exchange Act) for up to 1,959,886 Shares (representing 75% of the Tender Offer to purchase 37,037,037 shares of Common Stock, Shares currently outstanding as represented by the Company in Section III.D) at a price of $1.525 per share equal to $27Share, net to the seller in cashcash (as such Offer may be amended in accordance with the terms of this Agreement) (the "Offer Price"), no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender which Offer shall be subject only to the terms and conditions set forth in Annex A hereto (the "Offer Conditions"). The initial expiration date of the Offer shall be the date 20 business days from and including the date (the "Commencement Date") the Offer is commenced (in accordance with the applicable regulations). Purchaser expressly reserves the right, in its sole discretion, to waive any condition and to set forth or change any other term or condition of the Offer, provided that, unless previously approved by the Company in Schedule 8.07. Subject writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), or imposes conditions to the Offer in addition to those set forth herein that are materially adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions and the provisions hereofregarding proration of the Shares to be purchased, it will accept for payment and pay for all Shares validly tendered and not withdrawn that it is obligated to purchase (i.e., if at least 1,959,886 Shares are tendered, then 1,959,886 Shares will be purchased), as soon as it is permitted to do so under applicable law. Purchaser shall have the right, in its sole discretion, to extend the Offer from time to time; provided, however, that, without the written consent of the Company, Purchaser cannot extend the Offer for more than five business days unless applicable laws or regulations so require or a condition which is a prerequisite to fixing the Closing Date has not been satisfied. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. (ii) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors (the "Board"), at a meeting duly called and held on December 19, 2000, unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including the Offer, and (C) resolved to recommend, subject to its continued fiduciary duties, that the stockholders of the Company accept the Offer and tender their Shares to Purchaser; and (ii) Cronkite & Kissell (the "Finanxxxx Xxvisxx") xelivered to the Board on December 28, 2000, its opinion that the consideration to be received by holders of Shares pursuant to the Offer is fair to such holders and the Company from a financial point of view and such opinion has not been revoked or withdrawn. The Company has been authorized by the Financial Advisor (such consent not to be unreasonably withdrawn), to include a copy of such fairness opinion (or a reference thereto) in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission ("SEC") upon commencement of the Offer. The Company hereby consents to the inclusion in the Offer Documents (as defined in Section 1.A(iii)) of the recommendations of the Board described herein. (iii) On the date the Offer is commenced, Purchaser shall file with the SEC a Tender Offer shall expire Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date set forth filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Schedule 8.07; order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Purchaser with respect to the information supplied by the Company in writing for inclusion in the Offer Documents. Purchaser further agrees to use commercially reasonable efforts to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Purchaser, on the one hand, and the Company, on the other hand, agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and Purchaser further agrees to use commercially reasonable efforts to cause the Tender Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be extended given the opportunity to review the initial Schedule TO, and any and all amendments thereto, before they are filed with the SEC. In addition, Purchaser agrees to provide the Company and its counsel copies of any written comments or other communications that Purchaser or its counsel may receive from time to time if from the SEC or its staff with respect to the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effectDocuments promptly after the receipt of such comments or other communications. (biv) On Concurrently with the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer a Solicitation/Recommendation Statement on Schedule 13E-4 14D-9 which, subject to the terms of this Agreement, shall contain the recommendation referred to in clause (C) of Section 1.A(ii) hereof. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by the Company with respect to information supplied by Purchaser in writing for inclusion in the Tender Offer (Schedule 14D-9. The Company further agrees to use commercially reasonable efforts to cause the "Tender Offer Statement")Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, which in each case as and to the extent required by applicable federal securities laws. The Company, on the one hand, and Purchaser, on the other hand, agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall contain an offer to purchase have become false and a related letter of transmittal (such Tender Offer Statement misleading in any material respect and the documents therein pursuant Company further agrees to which use commercially reasonable efforts to cause the Tender Offer will Schedule 14D-9 as so corrected to be madefiled with the SEC and to be disseminated to holders of the Shares, together with in each case as and to the extent required by applicable federal securities laws. Purchaser and its counsel shall be given the opportunity to review the initial Schedule 14D-9, and any supplements or and all amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents before they are filed with the SEC. In addition, the Company agrees to provide Purchaser and its counsel copies of any written comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (v) In connection with the Offer, the Company will promptly furnish or cause to be furnished to Purchaser, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall disseminate furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request in communicating the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.

Tender Offer. (a) The Company shall cause As promptly as practicable, but in no event later than five business days after the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) public announcement of the Tender Offer execution of this Agreement, Merger Sub will, and the Parent will cause Merger Sub to, offer to purchase 37,037,037 shares ( the "Offer") each outstanding share of Common Stock, $0.01 par value (the "Common Stock"), of the Company, including the associated Company Right (as defined in Section 3.06) (together with the Company Right, "Company Stock"), tendered pursuant to the Offer at a price of $20.50 per share equal to $27share, net to the seller in cash, no later than and to cause the date specified Offer to remain open until September 16, 1997 (the "Expiration Date"). The obligations of Merger Sub and the Parent to consummate the Offer and to accept for payment and purchase the Company Stock tendered in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall will be subject only to the conditions set forth in Schedule 1.01(a) (Offer Conditions) (the "Offer Conditions") ). At the Company's request, Merger Sub will, and the Parent will cause Merger Sub to, extend the expiration date of the Offer from time to time for up to an aggregate of ten business days following the Expiration Date if the condition set forth in Schedule 8.07clause (1) of the first paragraph of the Offer Conditions is not fulfilled prior to 5:00 p.m. on the Expiration Date. The Parent further agrees that, in the event that it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of one or more of the conditions set forth in paragraphs (a), (b), or (c) of clause (2) of the Offer Conditions to be satisfied or waived and it is reasonably likely that such failure can be cured on or before October 14, 1997, it shall give the Company notice thereof and, at the request of the Company, extend the Offer until the earlier of (1) such time as such condition is or conditions are satisfied or waived and (2) the date chosen by the Company which shall not be later than the earlier of (x) October 14, 1997 or (y) the earliest date on which the Company reasonably believes such condition or conditions will be satisfied; provided that, if such condition or conditions are not satisfied by any date chosen by the Company pursuant to this clause (y), the Company may request further extensions of the Offer not beyond October 14, 1997. Merger Sub will not, and the Parent 8/12/97 will cause Merger Sub not to, decrease the price payable in the Offer, change the form of consideration payable in the Offer, reduce the number of shares of Company Stock subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Company Stock tendered in the Offer, or change any other terms of the Offer in a manner adverse to the holders of the Company Stock, except that Merger Sub may extend the Expiration Date to the extent required by applicable law or if the Offer Conditions are not satisfied. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if terms and conditions of the Offer Conditions and this Agreement, Merger Sub shall, and the Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer; except that, without the prior written consent of the Company, Merger Sub shall not, and the Parent shall cause Merger Sub not to, accept for payment, or pay for, any shares of Company Stock so tendered unless the Minimum Condition (as defined in the Offer Conditions) shall have been satisfied, so long as this Agreement shall remain in effect. (b) On the date of the commencement of the Tender Offer, Merger Sub and the Company shall Parent will file with the SEC an Issuer Securities and Exchange Commission (the "SEC") their Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer 14D-1 (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any all supplements or amendments thereto, are referred to hereinafter as and including all exhibits, the "Offer Documents"). After Merger Sub and the Parent will give the Company and its counsel a reasonable opportunity to review and comment upon the Offer Documents prior to their being filed with the SEC or disseminated to the Company's stockholders. The Parent and Merger Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, and the Offer Documents, on the date first published, sent, or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders in writing specifically for inclusion or incorporation by reference in the Offer Documents. Each of the Parent, Merger Sub, and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and the Parent and Merger Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Parent and Merger Sub agree to provide the Company and its counsel any comments the Parent, Merger Sub, or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) As promptly as practicable, but in no event later than the date on which the Parent shall have notified the Company that the Offer Documents initially are to be filed with the SEC, the Company shall disseminate will file its Tender Offer Solicitation/Recommendation Statement on Schedule 14D-9 with respect to the Offer Documents (together with all supplements or amendments thereto, and including all exhibits, "Schedule 14D-9"), which shall include a recommendation by the Company's Board of Directors that the Company's stockholders accept the Offer and tender their Company Stock pursuant to the Offer. The Company agrees that the Schedule 14D-9 shall comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations promulgated thereunder and, on the date filed with the SEC and on the date first published, sent, or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied by the Parent or Merger Sub in writing specifically for inclusion in the Schedule 14D-9. Each of the Company, the Parent, and Merger Sub agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to amend or supplement the Schedule 14D-9 and to cause the Schedule 14D-9 as so amended or supplemented to be filed with the SEC and disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Parent and its counsel shall be given reasonable opportunity to review and comment upon the Schedule 14D-9 prior to its filing with the SEC or dissemination to stockholders of the Company. If at The Company agrees to provide the Parent and its counsel any time prior comments the Company or its counsel may receive from the SEC or its staff with respect to the expiration Schedule 14D-9 promptly after the receipt of such comments. The Company's Board of Directors has resolved to recommend that the Tender Company's stockholders accept the Offer there shall occur any event that should be set forth in an amendment or supplement and tender their Company Stock pursuant to the Offer Documentsand has received an opinion from Donaxxxxx Xxxkxx & Xenrxxxx Xxxurities Corporation ("DLJ") that, as of the date of such opinion, the consideration to be received by the stockholders of the Company pursuant to the Offer and the Merger is fair to such stockholders from a financial point of view. (d) If requested by the Parent or Merger Sub, the Company will, promptly following the purchase by Merger Sub pursuant to the Offer of that number of shares of Company Stock which, when aggregated with the shares of Company Stock then owned by the Parent and any of its affiliates, represents at least a majority of the shares of Company Stock then outstanding on a fully diluted basis, take all actions necessary to cause persons designated by Merger Sub to become directors of the Company so that the total number of directors so designated equals the product, rounded up to the next whole number, of (i) the total number of directors of the Company multiplied by (ii) the ratio of the number of shares of Company Stock beneficially owned by Merger Sub or its affiliates at the time of such purchase over the number of shares of Company Stock then outstanding. In furtherance thereof, the Company will prepare take whatever action is necessary, including but not limited to amending the Company's bylaws, to increase the size of its Board of Directors, or use reasonable efforts to secure the resignation of directors, or both, as is necessary to permit that number of Merger Sub's designees to be elected to the Company's Board of Directors; provided that, prior to the Effective Time, the Company's Board of Directors will always have at least two members who are not officers, designees, stockholders, or affiliates of Merger Sub ("Independent Directors"). All of the Independent Directors will be individuals who are currently directors of the Company, except to the extent that no such individuals wish to be directors. The Company's obligations to appoint designees to its Board of Directors will be subject to Section 14(f) of the Exchange Act, and file Rule 14f-1 promulgated thereunder. The Parent and Merger Sub will supply to the Company and will be solely responsible for any information with respect to either of them and their nominees, officers, directors, and affiliates required by Section 14(f) and Rule 14f-1. The Company will promptly take all actions required pursuant to Section 14(f) and Rule 14f-1 in order to fulfill its obligations under this Section 1.01 and (provided that Merger Sub shall have provided to the Company on a timely basis all information required to be included in the Information Statement with respect to Merger Sub's designees) will include in the Schedule 14D-9 such information with respect to the Company and its officers and directors as is required under Section 14(f) and Rule 14f-1. (e) Following the election or appointment of Merger Sub's designees pursuant to Section 1.01(d), any amendment to this Agreement, any termination of this Agreement by the Company, any extension by the Company of the time for the performance of any of the obligations of Merger Sub or the Parent under this Agreement, any recommendation to stockholders or any modification or withdrawal of any such recommendation, the retention of counsel and other advisors in connection with the SEC transactions contemplated hereby, or any waiver of any of the Company's rights under this Agreement will require the concurrence of a majority of the Independent Directors, unless no individuals who are currently directors of the Company wish to be directors. In addition, the Independent Directors shall have the right to retain, at the expense of the Company, one separate firm of counsel to represent them in connection with the transactions contemplated hereby. (f) The parties will cooperate with each other, including by furnishing any necessary information and disseminate making any filings required by applicable law, to its stockholders such an amendment or supplementensure that the matters contemplated by this Section 1.01 are consummated as promptly as practicable.

Tender Offer. (a) The Company No later than 5 business days prior to sending a notice of redemption with respect to the 6.55% Notes, Parent shall deliver written notice to RTZA stating whether or not Parent elects to cause the commencement (as such term is defined in Rule 13e-4(a)(4) under the Exchange Act) of RTZA to commence the Tender Offer to purchase 37,037,037 shares of Common Stock, at a price per share equal to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07. Subject to the provisions hereof, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time to time if the Offer Conditions shall not have been satisfied, so long as accordance with this Agreement shall remain in effectArticle 5. (b) On If Parent requests in accordance with Section 5.1(a) hereof that RTZA commence a tender offer, Parent and RTZA shall at such time agree on the date price to be offered in, and the conditions to, such all-cash tender offer for all outstanding 6.55% Notes (the "Tender Offer") and, thereafter, subject to Sections 5.1(c), (e) and (f) hereof and to the receipt of commencement the written consent referred to in Section 8.1.8(c), RTZA shall commence the Tender Offer. In connection therewith, RTZA shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to cause the consummation of the Tender Offer, including the Company shall file filing with the SEC an Issuer SEC, the NYSE and any other applicable governmental or regulatory authorities of a Tender Offer Statement on Schedule 13E-4 with respect 14D-1 and any amendments thereto and any other offering documents required to the Tender Offer be filed therewith (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer DocumentsSchedule 14D-1"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the The expiration of the Tender Offer there shall occur any event that should be set forth in an amendment at 5:00 p.m. (New York local time) on the twenty-first business day, or supplement if such twenty-first business day is not a Friday, on the first Friday following the twenty-first business day, following the commencement thereof (unless extended with the consent of the parties hereto), whereupon, subject to the Offer Documentssatisfaction of the conditions to the Tender Offer, RTZA shall purchase the Company will prepare and file 6.55% Notes tendered therein in accordance with the SEC terms of the Tender Offer. (c) RTZA shall not be obligated to commence the Tender Offer unless prior thereto it shall have received a certificate from the chief financial officer of Parent, dated no earlier than the date the notice of redemption of the 6.55% Notes is mailed to the Trustee and disseminate to its stockholders such an amendment the holders thereof in accordance with Article 4 hereof, to the effect that, to the best of his knowledge, no event has occurred or supplement.is

Tender Offer. Provided that this Agreement shall not have been terminated in accordance with Section 10 hereof and none of the events set forth in paragraphs (a) The Company shall cause the commencement through (as such term is defined in Rule 13e-4(a)(4) under the Exchange Actg) of Annex A hereto shall have occurred or be existing and the Tender Offer to purchase 37,037,037 shares of Common Stock, at a price per share equal to $27, net other conditions to the seller in cash, no later than the date Offer specified in Schedule 8.07. Unless Purchaser Annex A shall otherwise agreehave been satisfied (together with such events, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions"), as soon as reasonably practicable, and in any event within five Business Days after public announcement of this Agreement, Merger Sub will commence, within the meaning of Rule 14d-2 under the Exchange Act (as defined below), a tender offer (the "Offer") set forth for all of the outstanding Shares (as defined below) at a price of $12.50 per Share in Schedule 8.07. Subject cash, net to the provisions seller, and, subject only to and in accordance with the terms and conditions of the Offer, accept for payment Shares that are validly tendered pursuant to the Offer and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated, (ii) the Tender date on which the waiting period under the Exon-Florxx Xxxndment to the Omnibus Trade and Competitiveness Act of 1988 has expired or has been terminated, and (iii) 6 the twentieth Business Day after the commencement of the Offer, unless this Agreement is terminated in accordance with Section 10, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination; provided, however, and notwithstanding anything to the contrary in the foregoing, Parent and Merger Sub agree that unless the Company is in material breach of this Agreement, if any of the Offer Conditions specified in paragraphs (a) or (c) of Annex A exists at the time of the scheduled expiration date set forth in Schedule 8.07; provided that of the Tender Offer Offer, Merger Sub shall be extended from time to time extend the Offer at such times as the Company may request for five Business Days for each extension, but shall in no event extend the Offer beyond June 30, 2000, and, provided, further, it is understood and agreed that unless Parent or Merger Sub is in material breach of this Agreement (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer, Merger Sub may extend and re-extend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and (B) Merger Sub may extend and re-extend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension): (i) for any period required by any rule, regulation, interpretation or position of the SEC (as defined below) or its staff applicable to the Offer, (ii) for any period required by applicable law and (C) if on such expiration date there shall have been validly tendered and not withdrawn more than 50%, but less than 80%, of the outstanding number of Shares, for an aggregate period of twenty days beyond the latest expiration date that would be permitted under this sentence; provided, further, that all extensions of the Offer made by Merger Sub (other than at the request of the Company) shall not extend the Offer beyond June 30, 2000. Merger Sub shall not, without the prior written consent of the Company, decrease the price per Share offered in the Offer, change the form of consideration offered or payable in the Offer, decrease the numbers of Shares sought in the Offer, change the conditions to the Offer, impose additional conditions to the Offer, amend any term of the Offer, in each case, in any manner adverse to the holders of Shares or waive the Minimum Conditions (as defined in Annex A). Notwithstanding the above, in the event that Merger Sub has not, on or before June 30, 2000, accepted pursuant to the Offer for payment more than 50% of the outstanding Shares of the Company (on a fully diluted basis), then the Agreement may be terminated by the Board of Directors of either Parent or the Company; unless such purchase shall not have been satisfied, so long as occurred because of a material breach of this Agreement shall remain in effectby the party seeking to terminate this Agreement. (b) On the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.

Tender Offer. (ai) The Provided that this Agreement shall not have been terminated in accordance with Section X hereof, as promptly as practicable (but in no event later than eight (8) business days following the execution and delivery of this Agreement, unless the Company shall cause and the commencement Purchaser have otherwise agreed), Purchaser will commence a tender offer (as such term is defined in Rule 13e-4(a)(4the "Offer") under the Exchange Act) for up to 1,959,886 Shares (representing 75% of the Tender Offer to purchase 37,037,037 shares of Common Stock, Shares currently outstanding as represented by the Company in Section III.D) at a price of $1.525 per share equal to $27Share, net to the seller in cashcash (as such Offer may be amended in accordance with the terms of this Agreement) (the "Offer Price"), no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender which Offer shall be subject only to the terms and conditions set forth in Annex A hereto (the "Offer Conditions"). The initial expiration date of the Offer shall be the date 20 business days from and including the date (the "Commencement Date") the Offer is commenced (in accordance with the applicable regulations). Purchaser expressly reserves the right, in its sole discretion, to waive any condition and to set forth or change any other term or condition of the Offer, provided that, unless previously approved by the Company in Schedule 8.07. Subject writing, no provision may be set forth or changed which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), or imposes conditions to the Offer in addition to those set forth herein that are materially adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of the Offer, including but not limited to the Offer Conditions and the provisions hereofregarding proration of the Shares to be purchased, it will accept for payment and pay for all Shares validly tendered and not withdrawn that it is obligated to purchase (i.e., if at least 1,959,886 Shares are tendered, then 1,959,886 Shares will be purchased), as soon as it is permitted to do so under applicable law. Purchaser shall have the right, in its sole discretion, to extend the Offer from time to time; provided, however, that, without the written consent of the Company, Purchaser cannot extend the Offer for more than five business days unless applicable laws or regulations so require or a condition which is a prerequisite to fixing the Closing Date has not been satisfied. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. (ii) The Company hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors (the "Board"), at a meeting duly called and held on December 19, 2000, unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Offer, are fair to and in the best interests of the holders of Shares, (B) approved this Agreement and the transactions contemplated hereby, including the Offer, and (C) resolved to recommend, subject to its continued fiduciary duties, that the stockholders of the Company accept the Offer and tender their Shares to Purchaser; and (ii) Xxxxxxxx & Xxxxxxx (the "Financial Advisor") delivered to the Board on December 28, 2000, its opinion that the consideration to be received by holders of Shares pursuant to the Offer is fair to such holders and the Company from a financial point of view and such opinion has not been revoked or withdrawn. The Company has been authorized by the Financial Advisor (such consent not to be unreasonably withdrawn), to include a copy of such fairness opinion (or a reference thereto) in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission ("SEC") upon commencement of the Offer. The Company hereby consents to the inclusion in the Offer Documents (as defined in Section 1.A(iii)) of the recommendations of the Board described herein. (iii) On the date the Offer is commenced, Purchaser shall file with the SEC a Tender Offer shall expire Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule TO"). The Schedule TO will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date set forth filed with the SEC and on the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in Schedule 8.07; order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by Purchaser with respect to the information supplied by the Company in writing for inclusion in the Offer Documents. Purchaser further agrees to use commercially reasonable efforts to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Purchaser, on the one hand, and the Company, on the other hand, agree promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false and misleading in any material respect and Purchaser further agrees to use commercially reasonable efforts to cause the Tender Offer Documents as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be extended given the opportunity to review the initial Schedule TO, and any and all amendments thereto, before they are filed with the SEC. In addition, Purchaser agrees to provide the Company and its counsel copies of any written comments or other communications that Purchaser or its counsel may receive from time to time if from the SEC or its staff with respect to the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effectDocuments promptly after the receipt of such comments or other communications. (biv) On Concurrently with the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer a Solicitation/Recommendation Statement on Schedule 13E-4 14D-9 which, subject to the terms of this Agreement, shall contain the recommendation referred to in clause (C) of Section 1.A(ii) hereof. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Notwithstanding the foregoing, no representation is made by the Company with respect to information supplied by Purchaser in writing for inclusion in the Tender Offer (Schedule 14D-9. The Company further agrees to use commercially reasonable efforts to cause the "Tender Offer Statement")Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, which in each case as and to the extent required by applicable federal securities laws. The Company, on the one hand, and Purchaser, on the other hand, agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall contain an offer to purchase have become false and a related letter of transmittal (such Tender Offer Statement misleading in any material respect and the documents therein pursuant Company further agrees to which use commercially reasonable efforts to cause the Tender Offer will Schedule 14D-9 as so corrected to be madefiled with the SEC and to be disseminated to holders of the Shares, together with in each case as and to the extent required by applicable federal securities laws. Purchaser and its counsel shall be given the opportunity to review the initial Schedule 14D-9, and any supplements or and all amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents before they are filed with the SEC. In addition, the Company agrees to provide Purchaser and its counsel copies of any written comments or other communications that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (v) In connection with the Offer, the Company will promptly furnish or cause to be furnished to Purchaser, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of the most recent practicable date, and shall disseminate furnish Purchaser with such information and assistance as Purchaser or its agents may reasonably request in communicating the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.

Tender Offer. (a) The Provided that this Agreement shall not have been terminated in accordance with Section 8.1, not later than twenty (20) business days prior to the Closing, the Company shall cause commence (within the commencement (as such term is defined in meaning of Rule 13e-4(a)(4) 13e-4 under the Exchange Act) the Tender Offer, and the Company shall use all reasonable efforts to consummate the Tender Offer immediately after the Closing of the Transaction. The Company shall accept for payment all shares of Common Stock that have been validly tendered and not withdrawn pursuant to the Tender Offer (subject to proration as provided therein in the event more than Seventeen Million Three Hundred Thousand (17,300,000) shares are so tendered and not withdrawn) at the earliest time following expiration of the Tender Offer that all conditions to the Tender Offer shall have been satisfied or waived by the Company. The obligation of the Company to accept for payment, purchase 37,037,037 and pay for shares of Common Stock, at a price per share equal Stock tendered pursuant to $27, net to the seller in cash, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions that (the "Offer Conditions"i) set forth in Schedule 8.07. Subject pursuant to the provisions hereofConsent Solicitation, the company has received the consent of the holders of the required principal amount of the Notes so that neither the Tender Offer nor the Tender Offer Borrowings will constitute a Default or an Event of Default under the Indenture, (ii) the Credit Agreement Amendment has been executed with the effect that none of the Transaction, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that or the Tender Offer shall be extended from time to time if Borrowings will constitute a Default or an Event of Default under the Offer Conditions shall not have Credit Agreement as so amended, (iii) the Transaction has been satisfied, so long as this Agreement shall remain in effect. (b) On approved by the date affirmative vote of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement to the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment or supplement.a

Tender Offer. (a) The Company Provided that this Agreement shall cause the commencement (as such term is defined not have been terminated in Rule 13e-4(a)(4) under the Exchange Act) accordance with Article IX hereof and none of the Tender Offer to purchase 37,037,037 shares events set forth in Annex A hereto shall have occurred or be existing, within five business days of Common Stockthe date hereof, Purchaser will commence a tender offer (the "Offer") for all of the outstanding Shares that it currently does not directly or indirectly own at a price of $19.50 per share equal to $27Share in cash, net to the seller in cashseller, no later than the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (the "Offer Conditions") set forth in Schedule 8.07Annex A hereto. Subject to the provisions hereofterms and conditions of the Offer, Purchaser will promptly pay for all Shares duly tendered that it is obligated to purchase thereunder. The Company's Board of Directors and a majority of the Tender Company's Independent Directors (as defined in Section 4.2) shall recommend acceptance of the Offer shall expire to its stockholders in a Solicitation/Recommendation Statement on the date set forth in Schedule 8.07; provided that the Tender Offer shall 14D-9 (as such statement may be extended amended or supplemented from time to time time, the "Schedule 14D- 9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that if the Company's Board of Directors or the Special Committee (the "Special Committee") composed of the Company's Independent Directors determines that its fiduciary duties require it to amend or withdraw its recommendation, such amendment or withdrawal shall not constitute a breach of this Agreement. Purchaser will not, without the prior written consent of the Company and the Special Committee, decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought or change the conditions to the Offer. Purchaser shall not terminate or withdraw the Offer Conditions or extend the expiration date of the Offer unless at the expiration date of the Offer the conditions to the Offer set forth on Annex A hereto shall not have been satisfied, so long as this Agreement shall remain in effectsatisfied or waived. (b) On the date of commencement of the Tender OfferPurchaser agrees, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect as to the Tender Offer to Purchase and related Letter of Transmittal (the "Tender Offer Statement")which together, which shall contain an offer as either of them may be amended or supplemented from time to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be madetime, together with any supplements or amendments thereto, are referred to hereinafter as constitute the "Offer Documents"). After , and the Offer Documents are filed Company agrees, as to the Schedule 14D-9, that such documents shall, in all material respects, comply with the SEC, the Company shall disseminate the Offer Documents to the stockholders requirements of the CompanySecurities and Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder and other applicable laws. If at any time prior to the expiration of the Tender Offer there shall occur any event that should be set forth in an amendment or supplement The Company and its counsel, as to the Offer Documents, and Purchaser and its counsel, as to the Schedule 14D-9, shall be given an opportunity to review such documents prior to their being filed with the SEC. (c) In connection with the Offer, the Company will prepare cause its Transfer Agent to furnish promptly to Purchaser a list, as of a recent date, of the record holders of Shares and file their addresses, as well as mailing labels containing the names and addresses of all record holders of Shares and lists of security positions of Shares held in stock depositories. The Company will furnish Purchaser with such additional information (including, but not limited to, updated lists of holders of Shares and their addresses, mailing labels and lists of security positions) and such other assistance as Purchaser or its agents may reasonably request in communicating the SEC Offer to the record and disseminate to its stockholders such an amendment or supplementbeneficial holders of Shares.

Tender Offer. (a) The Company Provided that this Agreement shall cause the commencement (as such term is defined not have been terminated in Rule 13e-4(a)(4) under the Exchange Act) accordance with Article IX hereof and none of the Tender events set forth in Annex A hereto (the "Offer to purchase 37,037,037 Conditions") shall have occurred or be existing, within five business days of the date hereof, Merger Sub will commence a tender offer (the "Offer") for all of the outstanding shares of Common Stockcommon stock, par value $0.01 per share (the "Shares"), of the Company at a price of $4.00 per share equal to $27Share in cash, net to the seller in cash, no later than seller. The obligation of Merger Sub to accept for payment and pay for any Shares tendered pursuant to the date specified in Schedule 8.07. Unless Purchaser shall otherwise agree, the Company's obligation to complete the Tender Offer shall be subject only to the conditions (satisfaction or waiver of the "Offer Conditions". It is understood and agreed that Merger Sub may from time to time extend the expiration date of the Offer after all of the Offer Conditions have been satisfied or waived for a period of up to thirty (30) set forth business days (or a greater period with the consent of the Company) if it reasonably determines such extension is appropriate in Schedule 8.07order to enable it to purchase at least 90% of the outstanding Shares in the Offer. Subject to the provisions hereofterms and conditions of the Offer, the Tender Offer shall expire on the date set forth in Schedule 8.07; provided that the Tender Offer shall be extended from time Parent will promptly pay for all Shares validly tendered and not withdrawn pursuant to time if the Offer Conditions shall not have been satisfied, so long as this Agreement shall remain in effect. (b) On the date of commencement of the Tender Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 with respect to the Tender Offer (the "Tender Offer Statement"), which shall contain an offer that it is obligated to purchase and a related letter of transmittal (such Tender Offer Statement and the documents therein pursuant to which the Tender Offer will be made, together with any supplements or amendments thereto, are referred to hereinafter thereunder as the "Offer Documents"). After the Offer Documents are filed with the SEC, the Company shall disseminate the Offer Documents to the stockholders of the Company. If at any time prior to soon as practicable after the expiration of the Tender Offer there Offer. The Company's Board of Directors shall occur any event that should be set forth in an amendment or supplement to recommend acceptance of the Offer Documents, the Company will prepare and file with the SEC and disseminate to its stockholders such an amendment in a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") upon commencement of the Offer; provided, however, that the Company's Board of Directors may thereafter amend or supplementwithdraw its recommendation in accordance with Section 7.2.