Common use of The Offer Clause in Contracts

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, (but in no event later than five business days fromfollowing the public announcement of the execution hereof), Purchaser shall commence (within the date meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, commence as amended (the"Exchange Act"), an offer to the Company's stockholders to purchase for all of the Company's outstanding shares of common stock, par value $0.50 per share (the "Shares"), at a price of $19.00 per Share, net to each seller in cash (as it such offer may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit Annex A hereto hereto. Purchaser will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Parent or Purchaser in their sole discretion may waive any of the conditions to the Offer other than the condition ("Conditions"), at a price of $19.50 (the "Offer PriceMinimum Condition") per Shareset forth in clause (1) of the second paragraph of Annex A, net which may not be waived without the Company's prior written consent, or (v) make any other change in the terms or conditions of the Offer that is materially adverse to the seller in cashholders of Shares. Subject only Purchaser will, on the terms and subject to the Conditions, Sub shall, and Parent shall cause Sub toprior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn prior to the promptly after expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer; provided that, PROVIDED that without the consent of the Company, no amendment may be made which Purchaser (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may shall extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions conditions set forth in Annex A shall not have been be satisfied or waived or waived, provided the extension shall be no longer than reasonably necessary to satisfy such condition, (Bii) shall extend the Offer for any period required by any Laws rule, regulation, interpretation, or position of the Securities and Exchange Commission (as hereinafter definedthe "SEC") or the staff thereof applicable to the Offer Offer, and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall (iii) may extend the Offer from time to time for up to five the tenth business day beyond the latest expiration date that would otherwise be permitted under clause (5i) business days at a time or (or such longer period as ii) of this sentence. The initial expiration date of the Offer shall be approved January 15, 1999. The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer; provided, that Shares held beneficially or of record by any plan, program or arrangement sponsored or maintained for the benefit of employees of the Company shall not be deemed to be held by the Company) until , regardless of whether the earlier Company has, directly or indirectly, the power to vote or control the disposition of the consummation such Shares. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares validly tendered on or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered Offer and not withdrawn prior shall be subject only to the expiration of the Offerconditions set forth in Annex A hereto. (b) On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all supplements and amendments thereto, the "Schedule 14D-1") with respect to the Offer, which shall contain the offer to purchase and related letter of transmittal and other ancillary offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Purchaser will disseminate the Offer Documents to holders of Shares. Each of Parent, Purchaser and the Company will promptly correct any information provided by it for use in the Offer Documents that becomes false or misleading in any material respect, and Parent and Purchaser will take all steps necessary to cause the Offer Documents as so corrected 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 law. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Purchaser agree to provide the Company with any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as comments that may be received from the SEC or its staff with respect to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer Documents promptly after receipt thereof.

The Offer. (a) Subject So long as none of the events set forth in clauses (a) through (i) of Annex I hereto ("conditions to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofOffer") shall have occurred or exist, Sub the Purchaser shall, and Parent shall cause Sub the Purchaser to, commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as practicable afterafter the date hereof, but in no any event not later than five business days fromJune 14, 1999, the date of this Agreement, commence an offer to purchase Offer for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of Shares at the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject The initial expiration date for the Offer shall be the twentieth business day from and after the date the Offer is commenced, 5 including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act. As promptly as practicable, the Purchaser shall file with the Securities and Exchange Commission (the "SEC" or the "Commission") the Purchaser's Tender Offer Statement on Schedule 14D-1 (together with any supplements or amendments thereto, the "Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. The obligation of the Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the Conditionssatisfaction or waiver of the conditions to the Offer. Without the prior written consent of the Company, Sub shallthe Purchaser shall not decrease the price per Share or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, change the conditions to the Offer, waive or reduce the Minimum Condition (as defined in Annex I), impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Shares; provided, however, that if all of the conditions to the Offer are then satisfied or waived, the Parent, in order to permit the Merger to become effective without a meeting of Shareholders in accordance with Section 14A:10-5.1 of the New Jersey Act, shall have the right (i) to extend the Offer for a period or periods aggregating up to ten business days from the then effective expiration date and (ii) thereafter to extend the Offer with the prior written consent of the Company; provided, further, that if Parent elects to extend the Offer pursuant to clause (i) above, Parent and the Purchaser shall cause Sub tobe deemed to have permanently and irrevocably waived all of the conditions to the Offer (other than the Minimum Condition and the conditions set forth in clause (a) of the conditions to the Offer) and provided, further, that Parent may extend the Offer to the extent any conditions to the Offer have not been satisfied on the applicable expiration date. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer as of any expiration date, Parent will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn prior to the as soon as practicable after such expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Parent and Purchaser hereby represent and warrant to the Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into that the Offer Documents 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 Shareholders, shall not contain any Shares beneficially owned 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 made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by it. For purposes Parent or the Purchaser with respect to information supplied by or on behalf of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) the Company in writing for inclusion in the case Offer Documents. Each of a corporationParent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by or on behalf of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) it for use in the case of a limited liability companyOffer Documents if and to the extent that it shall have become false or misleading in any material respect, partnership or joint ventureand the Purchaser further agrees to take (and Parent shall cause the Purchaser to take) all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to Shareholders, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of each case as and to the partnership or other ownership interests are at the time owned extent required by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityapplicable federal securities laws.

The Offer. (a) Subject to (i) Provided that this Agreement shall not having theretofore have been terminated in accordance with Article IX and that none of the provisions events set forth in Paragraph (2) of Section 8.1 hereofExhibit A hereto shall exist or have occurred and be continuing, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, as promptly as practicable after, (but in no event later than five business days from, following the date of this Agreement, commence an offer hereof) file with the SEC amended Offer Documents to purchase for cash (as it may be amended in accordance with reflect the terms of this AgreementAgreement (as so amended, including any amendments thereto, the "Offer") “Amended Offer Documents”). The Amended Offer Documents shall include the Offer to purchase all shares of common stock, par value $0.25 per share (outstanding Shares at the "Company Common Stock"), of the Company outstanding immediately prior to the consummation Offer Price. The expiration date of the Offer (the "Shares"), subject only pursuant to the conditions set forth in Exhibit A hereto Amended Offer Documents shall be no sooner than the tenth Business Day following (and including the "Conditions"), at a price day of) the initial filing of $19.50 (the "Amended Offer Price") per Share, net to Documents with the seller in cashSEC. Subject only to the Conditions, Sub shallThe obligations of Purchaser to, and of Parent shall to cause Sub Purchaser to, accept for payment and pay for all any Shares validly tendered pursuant to the Offer and not withdrawn prior shall be subject to only those conditions set forth in Annex A (the expiration date of the “Offer as promptly as practicable following the expiration date of the OfferConditions”). Sub Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms and conditions of the Offer, PROVIDED that except that, without the prior written consent of the Company, no amendment may be made which Purchaser shall not (iA) decreases decrease the price per Share Offer Price or changes change the form of the consideration payable in the Offer, (iiB) decreases decrease the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions sought pursuant to the Offer Offer, (C) amend or amends any other term of waive the Offer Minimum Tender Condition (as defined in either case Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in any a manner adverse to the holders of Shares Shares, (it being understood that extensions F) extend the expiration of the Offer except as contemplated required or permitted by this Section 1.1(a2.1(a)(ii) are not or (iii), or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofthis Agreement, as promptly as practicable but in no event later than five business days after the announcement of the execution of this Agreement, Sub shall, and Parent shall cause Sub to, as promptly as practicable aftercommence the Offer. The obligation of Sub to and of Parent to cause Sub to, but in no event later than five business days fromaccept for payment, the date of this Agreementand pay for, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all any shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior Stock tendered pursuant to the consummation of the Offer (the "Shares"), shall be subject only to the conditions set forth in Exhibit A attached hereto and to the other conditions of this Agreement. Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of shares of Common Stock subject to the Offer, (ii) reduce the price per share of Common Stock to be paid pursuant to the Offer, (iii) modify or add to the conditions set forth in Exhibit A or otherwise amend the Offer in any manner materially adverse to the Company's stockholders, (iv) except as provided in the next two sentences, extend the Offer, or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer for a period of not more than 10 business days beyond the initial expiration date of the Offer (which initial expiration date shall be 20 business days following commencement of the Offer), if on the date of such extension less than 90% of the outstanding shares of Common Stock have been validly tendered and not properly withdrawn pursuant to the Offer, (ii) extend the Offer from time to time if at the initial expiration date or any extension thereof the Minimum Tender Condition (as defined in Exhibit A) or any of the other conditions to Sub's obligation to purchase shares of Common Stock set forth in paragraphs (a), (b) and (e) of Exhibit A shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "ConditionsSEC") or the staff thereof applicable to the Offer and (iv) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. In addition, Sub shall at a price the request of $19.50 (the "Company extend the Offer Price") per Sharefor five business days if at any scheduled expiration date of the Offer any of the conditions to Sub's obligation to purchase shares of Common Stock shall not be satisfied; provided, net however, that Sub shall not be required to extend the Offer beyond December 31, 1997. On the terms and subject to the seller in cash. Subject only to conditions of the ConditionsOffer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date shares of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares Common Stock validly tendered and not withdrawn prior pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) The Company will notOn the date of commencement of the Offer, nor will it permit any Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer, which shall contain an offer to purchase and a related letter of its Subsidiaries transmittal and summary advertisement (as defined below) to, tender into such Schedule 14D-1 and the documents included therein pursuant to which the Offer shall be made, together with any Shares beneficially owned by itsupplements or amendments thereto, the "Offer Documents"). For purposes The Offer Documents shall comply as to form in all material respects with the requirements of this Agreement, "Subsidiary" meansthe Securities Exchange Act of 1934, as to any Person amended (as defined belowthe "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 corporationuntrue 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, limited liability companyin light of the circumstances under which they were made, partnership not misleading, except that no representation is made by Parent or joint venture, whether now existing or hereafter organized or acquired: (i) Sub with respect to information supplied by the Company for inclusion in the Offer Documents. Each of Parent, Sub and the Company shall promptly 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 each of Parent and Sub shall 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 to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable Federal securities laws. Parent and Sub shall provide the Company and its counsel in writing with any comments Parent, 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) Parent shall provide or cause to be provided to Sub on a corporation, of which at least a majority of the outstanding timely basis all funds necessary to purchase any shares of stock having by Common Stock that Sub becomes obligated to purchase pursuant to the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 7.01 and none of the provisions of Section 8.1 hereof, Sub shall, events set forth in Annex C hereto shall have occurred and Parent shall cause Sub tobe continuing, as promptly as practicable afterpracticable, but in no event later than five 15 business days fromdays, after the date hereof, the date Company shall commence (within the meaning of this Agreementapplicable rules under the Securities Exchange Act of 1934, commence as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") to acquire all shares of common stock, par value the issued and outstanding Old Notes in exchange for $0.25 per share 367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "Company Common New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company outstanding immediately prior to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the consummation of the Offer (the "Shares"), shall be subject only to the conditions set forth in Exhibit A hereto (Annex C hereto. The Company shall not waive any such condition or make any changes in the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, terms and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date conditions of the Offer as promptly as practicable following without the expiration date consent of the Offer. Sub expressly reserves Holders; provided, however, the right to Company may waive any condition or amend the terms and conditions of the Offer, PROVIDED that without Offer to the consent of the Company, no extent such waiver or amendment may be made which (i) decreases the price per Share relates to matters ministerial or changes the form of consideration payable administrative in nature with respect to the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to and the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B1) for any period to the extent required by law or by any Laws rule, regulation, interpretation or position of the Securities and Exchange Commission (as hereinafter definedthe "SEC") or the staff thereof applicable to the Offer Offer, and PROVIDED, FURTHER, that if (2) to any date not exceeding the Conditions are not satisfied or, to 75th day following the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend date on which the Offer from time to time for up to five is commenced (5the "Final Expiration Date") business days at a time if (or such longer period as shall be approved by the Companyx) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied immediately prior to the expiration of the sixty Offer any condition to the Offer shall not be satisfied and (60y) calendar daysthe board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Upon Assuming the terms hereof prior satisfaction or waiver of the conditions of the Offer and subject to the Conditionsforegoing right to extend the Offer, Sub the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will accept make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"). (b) As soon as practicable on the date of commencement of the Offer, the Company shall take such steps as are reasonably necessary to cause an Offer to Exchange and a related Letter of Transmittal, each in a form customary for payment a transaction of the type contemplated hereunder, to be disseminated to the holders of Old Notes as and purchase to the extent required by applicable federal securities laws (the Offer to Exchange, Letter of Transmittal and any related summary advertisement, together with all Shares validly tendered amendments and not withdrawn supplements thereto, the "Offer Documents"), which Offer Documents shall incorporate the material terms of the Restructuring Agreement and other customary terms. The Holders and the Company shall correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and the Company shall take all steps necessary to cause the Offer Documents as so corrected to be disseminated to holders of Old Notes, in each case as and to the extent required by applicable federal securities laws. The Holders and their counsel shall be given an opportunity to review and comment on the Offer Documents, and edit information solely pertaining to the Holders, prior to their being disseminated. The Company and the Holders shall cooperate with each other in the preparation of the Offer Documents. (c) The Company shall use commercially reasonable efforts to complete the Offer in accordance with the terms hereof. Upon satisfaction of all conditions to the Offer, the Company shall complete the Offer and accept the Old Notes for exchange of New Notes and New Preferred Stock in accordance with the terms of the Offer as soon as reasonably practical following the expiration of the Offer. The Holders shall cooperate with the Company as it reasonably requests in connection with the completion of the Offer and other transactions contemplated hereby. (bd) The Company will notOffer Documents shall include a solicitation of acceptances of the plan of reorganization attached as Annex D hereto (the "Plan of Reorganization"), nor will it permit any of its Subsidiaries in compliance with applicable requirements under the Bankruptcy Code. (as defined belowe) to, tender into Simultaneously with the Offer any Shares beneficially owned by it. For purposes execution of this Agreement, "Subsidiary" means, as the Company shall deliver to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of Holders a corporation, of which at least a majority certificate of the outstanding shares secretary or an assistant secretary of stock having the Company certifying that attached thereto is a true and complete copy of resolutions duly adopted by the terms thereof ordinary voting power to elect a majority Board of Directors authorizing the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability companyexecution, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes delivery and performance of this Agreement and the transactions contemplated hereby and that all such resolutions are still in full force and effect and are all the resolutions adopted in connection with the transactions contemplated by this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, but in no event later than five business days fromfollowing the --------- execution hereof, the date Purchaser shall make a public announcement pursuant to Rule 14d-2(e) under the Securities Exchange Act of this Agreement1934, as amended (the "Exchange Act"), and, promptly thereafter, the Purchaser shall commence or shall cause a wholly-owned subsidiary to commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") to purchase all of the issued and outstanding shares of common stock, par value $0.25 0.01 Netherlands Guilders per share share, of the Company (referred to herein as either the "Shares" or "Company Common Stock")) for (i) $30.00 per Share, net of the Company outstanding immediately prior fees and commissions, to the consummation of the Offer (the "Shares"), subject only to the conditions set forth seller in Exhibit A hereto (the "Conditions"), at a price of $19.50 cash (the "Offer Price"), subject to there being, at the expiration of the Offer, validly tendered and not withdrawn that number of Shares which represent at least ninety percent (90%) per Share, net of the capital stock entitled to vote and then outstanding (the "Minimum Condition") and to the seller other conditions set forth in cashSection 6.1 hereof. Subject only The Purchaser shall, on the terms and subject to the Conditions, Sub shall, and Parent shall cause Sub toprior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for all Shares tendered as soon as practicable after it is permitted to do so under the Exchange Act (the "Closing Date"). The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered pursuant on or prior to the expiration of the Offer and not withdrawn prior shall be subject only to the expiration date Minimum Condition and the other conditions set forth in Section 6.1 hereof. The Offer shall be made by means of an offer to purchase (the "Offer as promptly as practicable following to Purchase") containing the expiration date of Minimum Condition and the Offerother conditions set forth in Section 6.1 hereof. Sub expressly reserves Without the right to amend the terms and conditions of the Offer, PROVIDED that without the written consent of the CompanyCompany (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof), no amendment may be made which the Purchaser shall not (i) decreases decrease the price per Share Offer Price or changes change the form of consideration payable in pursuant to the OfferOffer (other than as set forth below), (ii) decreases decrease the number of Shares soughtsought or extend the Offer (other than as set forth below), or (iii) changes impose any of the Conditions or imposes additional conditions to the Offer or amends amend any other term condition of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDEDprovided, FURTHERhowever, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at on the scheduled expiration date of the Offer any of (as it may be extended), all conditions to the Conditions Offer shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to waived, the Offer and PROVIDED, FURTHER, that if may be extended by the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer Purchaser from time to time for up to five (5) business days at a time (or permit the satisfaction of such longer period as shall be approved by conditions until termination of this Agreement, without the consent of the Company) until , to permit satisfaction of such conditions. In addition, the earlier Purchaser may, without the consent of the consummation of Company, increase the Offer or sixty (60) calendar days after Price and extend the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior Offer to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offerextent required by law. (b) As soon as practicable on the date the Offer is commenced, the Purchaser shall file with the United States Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1") which will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement with respect to the Offer (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Purchaser represents that the Offer Documents will comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder, and all other applicable federal securities laws and, on the date filed with the Commission 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 is made by the Purchaser with respect to information supplied by the Company for inclusion in the Schedule 14D-1. The Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act and other applicable federal securities laws. The Purchaser, on the one hand, and the Company, on the other hand, agrees 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 the Purchaser further agrees to take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the Commission and to be disseminated to holders of Shares, in each case as and to the extent required by the Exchange Act or other applicable federal securities laws. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given the opportunity to review and comment on the Offer Documents before they are filed with the Commission. In addition, the Purchaser agrees to provide the Company and its counsel in writing any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as comments the Purchaser or its counsel may receive from time to any Person (as defined below), any corporation, limited liability company, partnership time from the Commission or joint venture, whether now existing or hereafter organized or acquired: (i) in its staff with respect to the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors Schedule 14D-l promptly after receipt of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitycomments.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shallthis Agreement, and so long as none of the events or circumstances set forth in subsections (a) through (e) of Annex A hereto shall have occurred and be continuing, Parent shall cause Sub to, Subsidiary as promptly as practicable after(and in any event on or before January 31, but in no event later than five business days from, 2005) to commence (within the date meaning of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with Rule 14d-2 promulgated under the terms of this Agreement, the "Offer"Exchange Act) all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (at the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net . The obligations of Subsidiary to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and to pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration of the Offer shall be subject solely to those conditions set forth in Annex A. It is agreed that the conditions to the Offer set forth on Annex A are for the benefit of Subsidiary and may be asserted only by Subsidiary and Subsidiary expressly reserves the right, in its sole discretion, to waive any such condition; provided, however, that without the prior consent of the Company, Subsidiary shall not waive the Minimum Condition (as defined in Annex A). The initial expiration date of the Offer as promptly as practicable (the “Initial Expiration Date“) shall be the 20th business day following the expiration date commencement of the Offer. Sub . (b) Subsidiary expressly reserves the right right, in its sole discretion, to amend modify the terms and conditions of the Offer; provided, PROVIDED however, that without the prior consent of the Company, no amendment modification or change may be made which (i) decreases the price per Share or Offer Price (except as permitted by this Agreement); (ii) changes the form of consideration payable in the Offer, Offer (iiother than by adding consideration); (iii) decreases changes the Minimum Condition; (iv) reduces or limits the number of Shares sought, or sought pursuant to the Offer; (iiiv) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any a manner adverse to the holders of Shares the Shares; (it being understood that extensions of vi) imposes additional conditions to the Offer, (vii) extends the Offer except as contemplated by this Section 1.1(aprovided in the next sentence, or (viii) are not makes any other change which is adverse to the holders of the Shares); and PROVIDED. Notwithstanding the foregoing, FURTHERSubsidiary may, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company Company, (Ai) if at the then-scheduled expiration date of the Offer any of the Conditions conditions to Subsidiary’s obligations to accept for payment and pay for Shares shall not have been be satisfied or waived waived, extend and re-extend the Offer on one or more occasions for such period as is reasonably necessary to permit such conditions to be satisfied; (Bii) extend and re-extend the Offer for any period required by any Laws rule, regulation, interpretation or position of the Securities and Exchange Commission (as hereinafter definedthe “SEC“) or the staff thereof applicable to the Offer; and (iii) extend and re-extend the Offer on one or more occasions for an aggregate period of not more than 20 business days beyond the latest Expiration Date that would otherwise be permitted under clause (i) or (ii) of this sentence if, as of such date, the Minimum Condition has been satisfied but less than 90% of the outstanding Shares (on a fully diluted basis, excluding any Shares issuable pursuant to the Share Option Agreement) have been validly tendered and not properly withdrawn; provided that Parent and Subsidiary irrevocably waive (A) the conditions to the Offer set forth in subsections (b), (e) and (f) of Annex A and agree not to assert such conditions as a basis for not consummating the Offer and PROVIDED(B) the right to terminate this Agreement pursuant to Sections 8.1(b)(i), FURTHER, that if the Conditions are not satisfied or, (iii) and (iv). Subject to the extent permitted by terms and the conditions of the Offer and this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period soon as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days practicable after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the ConditionsOffer, Sub will Subsidiary shall accept for payment and purchase pay for, and Parent shall cause Subsidiary to accept for payment and pay for, all Shares validly tendered and not withdrawn prior pursuant to the expiration Offer. Notwithstanding the foregoing, Subsidiary may in its sole discretion elect to provide for a subsequent offering period pursuant to, and on the terms required by, Rule 14d-11 under the Securities Exchange Act of 1934, as amended (“Exchange Act“). (c) At the request of the Company, Subsidiary shall, and Parent shall cause Subsidiary to, extend the Offer until such date as the conditions set forth in Annex I have been satisfied; provided that such conditions are reasonably capable of being satisfied before the Outside Date. Notwithstanding the foregoing, nothing contained in this Agreement shall require Subsidiary to extend the Offer beyond the Outside Date. (d) On the date of commencement of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into Parent and Subsidiary shall file with the SEC with respect to the Offer a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto and including all exhibits thereto, the “Schedule TO“) which will on the date filed with the SEC and the date first published, sent or given to the Company’s shareholders comply in all material respects with the provisions of the Exchange Act and the rules and regulations thereunder and any other applicable U.S. federal securities laws, and will contain the offer to purchase relating to the Offer and form of the related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer shall be made, together with any supplements or amendments thereto and including the exhibits thereto, are referred to herein collectively as the “Offer Documents“). Subsidiary shall cause the Offer Documents to be disseminated to holders of Shares beneficially owned as and to the extent required by itthe U.S. federal securities laws. For purposes Parent shall deliver copies of this Agreementthe proposed forms of the Offer Documents to the Company in advance of filing with the SEC and the commencement of the Offer and shall provide a reasonable opportunity for review and comment by the Company and its counsel. The Offer Documents shall be in a form reasonably acceptable to the Company. To the extent reasonably practicable under the circumstances, "the Company and its counsel shall be given a reasonable opportunity to review any amendments and supplements to the initial Offer Documents prior to their filing with the SEC or dissemination to the Company’s shareholders. Parent shall promptly provide the Company and its counsel any comments, written or oral, that Subsidiary" means, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of any such comments, and provide Company and its counsel a reasonable opportunity to participate in preparation of responses to SEC comments. Each of Parent, Subsidiary and the Company shall promptly correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect and Parent and Subsidiary further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the shareholders of the Company, in each case, as and to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having extent required by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityapplicable U. S. federal securities laws.

The Offer. (a) Subject to the conditions of this Agreement not having theretofore been terminated Agreement, as promptly as practicable, but in accordance with the provisions of Section 8.1 hereofno event later than August 7, 2000, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, commence the date Offer within the meaning of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms applicable rules and regulations of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share United States Securities and Exchange Commission (the "SEC"). The obligations of Sub to, and of Parent to cause Sub to, accept for payment or pay for any shares of Company Common Stock"), of the Company outstanding immediately prior Stock tendered pursuant to the consummation of the Offer (the "Shares"), are subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the A. The initial expiration date of the Offer as promptly as practicable shall be the 20th business day following the expiration date of on which the OfferOffer is commenced. Sub expressly reserves the right to amend waive any condition to the Offer or to modify the terms and conditions of the Offer, PROVIDED in each case in its sole discretion; PROVIDED, HOWEVER, that without the consent of the Company, no amendment may be made which Sub shall not (i) decreases reduce the price per Share or changes the form number of consideration payable in shares of Company Common Stock subject to the Offer, (ii) decreases reduce or change the number form of Shares soughtthe Merger Consideration, (iii) amend or waive the Minimum Tender Condition or add to the conditions set forth in Exhibit A, (iv) except as provided below in this Section 1.01(a), extend the Offer, or (iiiv) changes any of otherwise amend the Conditions or imposes additional conditions to the Offer or amends any other term terms of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions Company Common Stock. Notwithstanding the foregoing, Sub may, at any time and from time to time, take one or more of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer following actions without the consent of the Company Company: (A) extend the Offer for one or more periods of time that Sub reasonably believes are necessary to cause the conditions to the Offer to be satisfied, if at the scheduled expiration date of the Offer any of the Conditions shall conditions to Sub's obligation to accept shares of Company Common Stock for payment is not have been satisfied or waived waived, until such time as all such conditions are satisfied or waived, (B) extend the Offer for any period required by any Laws (as hereinafter defined) rule, regulation, interpretation or position of the SEC or the staff thereof that is applicable to the Offer, (C) extend the Offer for an aggregate period of not more than 20 business days beyond the initial expiration date of the Offer to the extent required by Parent to enable Parent and PROVIDEDSub to complete the financing of the purchase of shares of Company Common Stock tendered pursuant to the Offer or (D) 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 (A), FURTHER(B) or (C) of this sentence, if, as of such date, all of the conditions to Sub's obligation to accept shares of Company Common Stock for payment (including the Minimum Tender Condition) are satisfied or waived, but the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer equals less than 90% of the outstanding shares of Company Common Stock. Without limiting the rights of Sub to extend the Offer pursuant to the immediately preceding sentence, Parent and Sub agree that if (x) all of the Conditions conditions to the Offer are not satisfied or, to on any scheduled expiration date of the extent permitted by Offer and (y) the Company is in compliance with all of its covenants in this Agreement, waived as of any scheduled expiration date, Parent and then Sub shall extend the Offer from for one or more periods of time that Sub reasonably believes are necessary to time for up to five (5) business days at a time (or such longer period as shall be approved by cause the Company) until the earlier of the consummation conditions of the Offer to be satisfied, until all such conditions are satisfied or sixty (60) calendar days after the date hereofwaived; PROVIDED, provided HOWEVER, that such extension Sub shall not be required if to extend the Offer pursuant to this sentence beyond December 31, 2000. Sub may, without the consent of the Company, elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the reasonable judgment Securities Exchange Act of Parent or Sub1934, any Condition is incapable as amended (the "EXCHANGE ACT"), following its acceptance of being satisfied prior shares of Company Common Stock for payment pursuant to the expiration of the sixty (60) calendar daysOffer. Upon On the terms hereof and subject to the Conditionsconditions of the Offer and this Agreement, Sub will accept shall, and Parent shall cause Sub to, pay for payment and purchase all Shares shares of Company Common Stock validly tendered and not withdrawn prior pursuant to the Offer that Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) The As soon as practicable on the date of commencement of the Offer, Sub shall, and Parent shall cause Sub to, file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (such Tender Offer Statement, together with all amendments and supplements thereto, the "SCHEDULE TO"), which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents contained therein pursuant to which the Offer will be made, in each case together with all supplements and amendments thereto, the "OFFER DOCUMENTS"). Parent and Sub (i) agree that, on the date on which the Schedule TO is filed with the SEC and on each date on which any amendment or supplement to any Offer Document is filed with the SEC, the Offer Documents shall comply as to form in all material respects with the Exchange Act and the rules and regulations promulgated thereunder, and (ii) represent and warrant that, on the date first published, sent or given to Shareholders, the Offer Documents will 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 Parent or Sub with respect to information supplied by or on behalf of the Company will not, nor will it permit or any of its Subsidiaries officers or directors for inclusion or incorporation by reference in any Offer Document. Each of Parent and Sub (as defined below) toor the Company, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority any information supplied by or on behalf of the outstanding shares Company or any of stock having its officers or directors specifically for inclusion or incorporation by reference in any Offer Document) agree promptly to correct any information contained in the terms thereof ordinary voting power Offer Documents if and to elect a majority the extent that such information shall have become false or misleading in any material respect, and each of Parent and Sub shall take all steps necessary to amend or supplement the Offer Documents to reflect such correction and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and disseminated to the Shareholders, in each case as and to the extent required by applicable Federal securities laws. Parent and Sub agree to give the Company and its counsel reasonable opportunity to review and comment upon the Offer Documents (including, without limitation, any amendment or supplement thereto) prior to their filing with the SEC or dissemination to the Shareholders. Parent and Sub shall provide the Company and its counsel in writing with any written comments (and orally, with any oral comments) that Parent, 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 and shall consult with the Company and its counsel prior to responding to any such comments. (c) Parent and Sub agree to promptly file with the Commissioner of Commerce of the board State of directors of such corporation (other than stock having such voting power solely by reason Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the happening of Minnesota Statutes. Parent and Sub shall deliver to all offerees the information contained in any contingency) is at such registration statement relating to the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority Offer required to be filed pursuant to Chapter 80B of the partnership or other ownership interests are at Minnesota Statutes as required by Chapter 80B of the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityMinnesota Statutes.

The Offer. (a) Subject to this Agreement not having theretofore been terminated Provided that none of the events set forth in accordance with Annex A hereto shall have occurred or be continuing, Purchaser shall commence the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, Offer as promptly as reasonably practicable after, but in no event later than five seven (7) business days from, after the date hereof. The obligation of this Agreement, commence an offer Purchaser to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior shall be subject to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes condition (the form of consideration payable in the Offer, (ii"Minimum Condition") decreases that at least the number of Shares sought, or (iii) changes any tendered shall constitute a 50% plus one share of the Conditions or imposes additional conditions to the Offer or amends any other term sum of the Offer in either case in any manner adverse to number of then outstanding Shares plus all Shares issuable upon the holders of Shares (it being understood that extensions exercise of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition Outstanding Options (as defined in Exhibit A hereto) is for the benefit of the Company business day preceding the Initial Expiration Date) and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent Outstanding Warrants (as of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend business day preceding the Offer without the consent of the Company (AInitial Expiration Date) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of each of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition set forth in Annex A, to increase the Per Share Amount, 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 Per Share Amount, changes the form of consideration payable, reduces the maximum number of Shares to be purchased in the Offer or imposes or modifies (other than to waive) conditions to the Offer in addition to those set forth in Annex A hereto. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Minimum Condition as of the scheduled expiration date, which shall initially be 20 business days following the commencement of the Offer, and the other conditions set forth in Annex A hereto, Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such expiration date of the Offer (such date, as extended pursuant to this Agreement, the "Share Acceptance Date"). Notwithstanding the foregoing, Purchaser shall be entitled to extend the Offer from time to time without the consent of the Company: (i) until no later than January 11, 2002 if at the initial expiration of the Offer, which will be 12:00 midnight eastern standard time on the twentieth business day following commencement of the Offer, as may be extended (the "Initial Expiration Date"), the Minimum Condition is not satisfied, or (ii) until no later than December 31, 2001, if at the Initial Expiration Date, the Minimum Condition is satisfied, but any other condition to the Offer is not satisfied or waived. Purchaser agrees to extend the Offer from time to time until not later than December 31, 2001, if at the then scheduled expiration date, the Minimum Condition has not been satisfied or waived as permitted by this Agreement. Any extension of the Offer pursuant to this Section 2.01 shall not, without the written consent of the Company, exceed the number of days that Purchaser reasonably believes will be necessary so that the Minimum Condition will be satisfied. In addition, Purchaser may, without the consent of the Company, extend any then scheduled expiration date of the Offer for any period required by applicable rules, regulations, interpretations or positions of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or for any period required by applicable law. If the Initial Expiration Date has occurred, but fewer than 90% of the Shares have been validly tendered and not withdrawn as of the Initial Expiration Date, Purchaser may provide for a subsequent offering period (as contemplated by Rule 14d-11 under the Securities Act of 1934, as amended (the "Exchange Act")) as long as providing for the subsequent offering period does not require the extension of the initial offer period under applicable rules and regulations of the SEC, which subsequent offering period shall not exceed 20 business days. In addition, the Per Share Amount 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. On or prior to the dates that Purchaser becomes obligated to accept for payment and pay for Shares pursuant to the Offer, Holdings shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to accept for payment and pay for pursuant to the Offer. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Notwithstanding the foregoing and subject to the applicable rules of the SEC and the terms and conditions of the Offer, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any such delay shall be effected in compliance with Rule 14e-1(c) under the Exchange Act. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into Following the Offer any Shares beneficially owned by it. For purposes execution of this Agreement, the Company shall use its reasonable best efforts to cause all holders (and such holders' spouses) of options to purchase Shares granted under the Company's 1997 Incentive Stock Option Plan and the Company's Directors Non-Qualified Option Plan , each as amended through the date of this Agreement (the "Subsidiary" means, as to any Person (as defined belowCompany Stock Option Plans"), any corporationto execute prior to the Initial Expiration Date an Option Relinquishment and Release Agreement (herein so called) in the form attached hereto as Exhibit A. At the Share Acceptance Date, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: Purchaser shall cause the Paying Agent to pay to such holders who have previously delivered an Option Relinquishment and Release Agreement the cash amount equal to the product of (i) the number of Shares subject to such option (irrespective of whether such option is then exercisable) and (ii) the amount by which the Per Share Amount exceeds the exercise or strike price per Share subject to such option less any required withholding taxes. In the event that an option holder fails to deliver an Option Relinquishment and Release Agreement prior to the Initial Expiration Date, such holder's options (the "Outstanding Options") shall, in accordance with the case of a corporation, of which at least a majority terms and conditions of the outstanding shares governing Company Stock Option Plan and the holder's stock option agreement(s), be converted without any action on the part of the holder thereof into the right to receive Merger Consideration upon the exercise of such holder's options in accordance with, and within the time period prescribed by, the applicable Company Stock Option Plan and the holder's stock having option agreement(s). The Purchaser shall pay, or cause the Paying Agent to pay, to each holder of Outstanding Options, the Merger Consideration, less any required withholding taxes, as promptly as practicable after receiving a valid exercise of such options by the holder thereof. To the extent that options to purchase the Company's common stock are exercised by holders prior to the Effective Time, such holders shall receive certificates evidencing the Shares underlying the options and may surrender such certificates to the Paying Agent at the Effective Time for payment in cash as provided in Article III hereof. (c) Following the execution of this Agreement, the Company shall send to holders of warrants to purchase Shares written notice of the Offer and Merger and such information required by the terms thereof ordinary voting power of such warrant. The Company shall send to elect all such persons a majority Warrant Relinquishment and Release Agreement (herein so called) in the form attached hereto as Exhibit B and shall use its reasonable best efforts to cause all holders of warrants (and such holders' spouses) to execute prior to the Initial Expiration Date a Warrant Relinquishment and Release Agreement. At the Share Acceptance Date, Purchaser shall cause the Paying Agent to pay to such holders who have previously delivered a Warrant Relinquishment and Release Agreement the cash amount equal to the product of (i) the number of Shares subject to such warrant and (ii) the amount by which the Per Share Amount exceeds the exercise price per share of Shares subject to such warrant less any required withholding taxes. In the event that a warrant holder fails to deliver a Warrant Relinquishment and Release Agreement prior to the Initial Expiration Date, such holder's warrants (the "Outstanding Warrants") shall, in accordance with the terms and conditions of the board Outstanding Warrant be converted without any action on the part of directors the holder thereof into the right to receive Merger Consideration upon the exercise of such corporation holder's warrants in accordance with the warrant agreement(s). The Purchaser shall pay, or cause the Paying Agent to pay, to each holder of Outstanding Warrants, the Merger Consideration, less any required withholding taxes, as promptly as practicable after receiving a valid exercise of such warrants by the holder thereof. To the extent that warrants to purchase the Shares are exercised by holders prior to the Effective Time, such holders shall receive certificates evidencing the Shares underlying the warrants and may surrender such certificates to the Paying Agent at the Effective Time for payment in cash as provided in Article III hereof. (d) If the payment equal to the Per Share Amount in cash (the "Merger Consideration") is to be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock having transfer books of the Company, it shall be a condition of payment that the certificate so surrendered shall be endorsed properly or otherwise be in proper form for transfer and that the person requesting such voting power solely payment shall have paid all transfer and other taxes required by reason of the happening payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the satisfaction of Purchaser that such taxes either have been paid or are not applicable. (e) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any contingency) is at related summary advertisement (the time directly or indirectly owned or controlled Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of CRI, Purchaser and the Company agrees to correct promptly any information provided by such Person and/or one or more of its Subsidiaries or (ii) it for use in the case Offer Documents that shall have become false or misleading in any material respect, and CRI and Purchaser further agree to take all steps necessary to cause the Schedule TO, as so corrected, to be filed with the SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of a limited liability company, partnership or joint ventureShares, in which each case as and to the extent required by applicable federal securities laws. CRI and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such Person documents being filed with the SEC or Subsidiary disseminated to holders of Shares. CRI and Purchaser shall provide the Company and its counsel with any comments CRI, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents after the receipt of such Person is comments and shall provide the Company and its counsel with a managing member, general partner reasonable opportunity to participate in the response of CRI or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by Purchaser to such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitycomments.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereofhereof and none of the events set forth in Annex I hereto shall have occurred and be existing, Sub shallthe Purchaser or a direct or indirect subsidiary thereof shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, and Parent shall cause Sub to, as amended (the "Exchange Act"),) the Offer as promptly as practicable afterpracticable, but in no event later than five business days from, following the date execution of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), . The obligation of the Company outstanding immediately prior Purchaser to accept for payment any Shares tendered shall be subject to the consummation satisfaction of the Offer (the "Shares"), subject only to the those conditions set forth in Exhibit A hereto (Annex I. The Purchaser expressly reserves the "Conditions"), at a price of $19.50 (right to waive any such condition or to increase the "Offer Price") per Share, . The Offer Price shall be net to the seller in cash. Subject only to The Company agrees that no Shares held by the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly Company will be tendered pursuant to the Offer and not withdrawn Offer. (b) Without the prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the written consent of the Company, no amendment may be made which the Purchaser shall not (i) decreases decrease the price per Share Offer Price or changes change the form of consideration payable in the Offer, (ii) decreases decrease the number of Shares sought, or (iii) changes any amend or waive satisfaction of the Conditions Minimum Condition (as defined in Annex I) or imposes (iv) impose additional conditions to the Offer or amends amend any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHERprovided however, that if on the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the initial scheduled expiration date of the Offer any of (the Conditions "Expiration Date") which shall be twenty (20) business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to waived, the Offer and PROVIDEDPurchaser may, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time time, in its sole discretion, extend the expiration date (any such extension to be for up to five ten (510) business days at a time (or such longer period as shall be approved by less); provided, however, that the Company) until the earlier of the consummation expiration date of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall may not be required if in extended beyond May 15, 1999. The Purchaser shall, on the reasonable judgment terms and subject to the prior satisfaction or waiver of Parent or Subthe conditions of the Offer, any Condition is incapable of being satisfied prior to accept for payment and purchase, as soon as practicable after the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the ConditionsOffer, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not; provided, nor will it permit any of its Subsidiaries (as defined below) tohowever, tender into that the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: Purchaser may (i) in extend the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power Expiration Date (including as it may be extended) for up to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.ten

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Article IX hereof and none of the provisions of Section 8.1 hereof, Sub shall, events set forth in Annex I hereto shall have occurred and Parent shall cause Sub tobe existing, as promptly as practicable after, (but in no event later than five business days fromfrom the date hereof) Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the date of this Agreement"Exchange Act")), and Parent shall cause the Purchaser to commence and shall provide adequate financing for, an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all outstanding shares of common stockCommon Stock, par value $0.25 1.00 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only of the Company (which shall include the Shares held pursuant to the conditions set forth Escrow Agreement referenced in Exhibit A hereto Section 5.2 hereof), including the associated Preferred Stock Purchase Rights issued pursuant to the Rights Agreement dated as of August 8, 1986, as amended (the "ConditionsRights Agreement") between the Company and Chemical Bank, as Rights Agent (the "Rights"), at a price of $19.50 (the "Offer Price") 23.00 per Share, Share net to the seller in cash. Subject only cash (the "Offer") and, subject to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED shall use all reasonable efforts to consummate the Offer. Except where the context otherwise requires, all references herein to the Shares shall include the associated Rights. The obligation of the Purchaser to consummate the Offer and to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only those conditions set forth in Annex I hereto. The parties agree that, except for the Minimum Condition, the conditions set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition or, except as provided in this Agreement, may be waived by the Purchaser, in whole or in part, at any time and from time to time in its sole discretion, in each case subject to the terms of this Agreement. The failure by the Purchaser at any time to exercise any of the foregoing rights will not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances will not be deemed a waiver with respect to other facts or circumstances, and each such right will be deemed an ongoing right that without may be asserted at any time and from time to time. The Company agrees that no Shares held by the Company or its subsidiaries will be tendered in the Offer. (b) Without the prior written consent of the Company, no amendment may be made which the Purchaser shall not (i) decreases decrease the price per Share or changes change the form of consideration payable in the Offer, (ii) decreases decrease the number of Shares sought, or (iii) changes any amend or waive satisfaction of the Conditions Minimum Condition (as defined in Annex I) or imposes (iv) impose additional conditions to the Offer or amends amend any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditionsconditions of the Offer, Sub the Purchaser will accept for payment and purchase purchase, as soon as permitted under the terms of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer (it being agreed that the Offer shall expire as soon as is permissible under the Exchange Act and the rules and regulations of the New York Stock Exchange, Inc., subject to subsection (d) and Section 9.1(b) below). The Purchaser reserves the right to increase the price per Share payable in the Offer. (bc) The Company will notEach of Parent and the Purchaser, nor will on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it permit any of its Subsidiaries for use in the documents filed by Parent and the Purchaser with the Securities and Exchange Commission (as defined belowthe "SEC") to, tender into in connection with the Offer (the "Offer Documents") if and to the extent that it shall have become false or misleading in any Shares beneficially owned by it. For purposes of this Agreementmaterial respect, "Subsidiary" means, and Parent and the Purchaser further agree to take all steps necessary to cause the Offer Documents as so corrected to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in be filed with the case of a corporation, of which at least a majority SEC and to be disseminated to stockholders of the outstanding shares of stock having Company, in each case as and to the extent required by applicable federal securities laws. (d) Parent and the terms thereof ordinary voting power to elect a majority Purchaser agree that the Purchaser shall not terminate or withdraw the Offer or extend the expiration date of the board of directors of such corporation (other than stock having such voting power solely by reason Offer unless at the expiration date of the happening Offer the conditions to the Offer described in Annex I hereto shall not have been satisfied or earlier waived; provided, however, that Purchaser shall be allowed to extend the Offer for up to a total of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity10 days.

The Offer. (a) Subject to the provisions of this Agreement and provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 Article 10 ---------- hereof, on or before February 1, 2001 Merger Sub shallshall commence (within the meaning of Rule 14d-2(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days fromthe rules and regulations promulgated thereunder), the ------------ Offer to purchase all of the outstanding shares of Common Stock at a price of $2.15 per share of Common Stock, net to the seller of such shares in cash, without interest (such price or any higher price as may be paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between the ------------------- date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with Agreement and the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation closing of the Offer (the "Shares")outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto hereto, which is incorporated herein by reference. Subject to --------- the provisions of this Agreement, the Offer shall expire no later than April 2, 2001 (the "ConditionsInitial Offer Expiration Date"), at a price unless this Agreement is terminated ----------------------------- in accordance with Article 10, in which case the Offer (whether or not ---------- previously extended in accordance with the terms hereof) shall expire on such date of $19.50 termination. (b) Purchaser and Merger Sub expressly reserve the "Offer Price") per Shareright, net in their sole discretion, to modify the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to terms of the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions waive any condition of the Offer, PROVIDED that except that, without the prior written consent of the Company, no amendment may be made which Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) decreases waive the Minimum Condition (as defined in Exhibit A), (ii) reduce the number of shares of --------- Common Stock subject to the Offer, (iii) reduce the price per Share or changes share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (iivi) decreases the number of Shares sought, amend or (iii) changes modify any of the Conditions term or imposes additional conditions to the Offer or amends any other term condition of the Offer in either case (including the conditions set forth on Exhibit A) in any manner adverse to the holders of Shares Common Stock or (it being understood that extensions of vii) --------- impose additional conditions to the Offer other than such conditions required by applicable law. So long as contemplated by this Section 1.1(a) are not adverse Agreement is in effect and the conditions to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Offer set forth on Exhibit A hereto) is for the benefit of the Company and may have not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company been satisfied or as required by law; PROVIDEDwaived, HOWEVERMerger Sub may, Parent and Sub may extend the Offer --------- without the consent of the Company (A) if at Company, extend the scheduled expiration date of the Offer any for one or more periods of up to ten additional Business Days each (but in no event shall Merger Sub be permitted to extend the expiration date of the Conditions shall not Offer beyond the eightieth Business Day after the date the Offer is commenced). So long as this Agreement is in effect and the conditions to the Offer have been satisfied or waived or and such conditions shall not apply to any extension pursuant to this sentence, Merger Sub may, without the consent of the Company, extend the Offer in accordance with Rule 14d-11 under the Exchange Act, if (Bi) the number of shares of Common Stock that have been validly tendered and not withdrawn represent more than 50% but less than 90% of the issued and outstanding shares of the Common Stock and (ii) Merger Sub shall accept and promptly pay for all shares of Common Stock validly tendered and not withdrawn; provided, however, that no such extension shall exceed, in the aggregate, twenty -------- ------- Business Days. Notwithstanding the foregoing, Merger Sub may without the consent of the Company, extend the Offer (i) for any period required by any Laws rule, regulation, interpretation or position of the Securities and Exchange Commission (as hereinafter definedthe "SEC") or the staff thereof applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, (ii) for one or --- more periods of up to ten additional Business Days due to the extent permitted failure to satisfy the condition to the Offer relating to the expiration or termination of the waiting period under the HSR Act (as defined below). It is agreed that the conditions set forth in Exhibit A are for the sole benefit of Merger Sub and --------- Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and this Agreement, waived as of any scheduled expiration date, Parent and Merger Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase pay for, in accordance with the terms of the Offer, all Shares shares of Common Stock validly tendered and not withdrawn prior pursuant to the Offer as soon as practicable after the expiration of the OfferOffer (subject to the provisions of Rule 14d-11 under the Exchange Act, to the extent applicable.) (bc) The Company will not, nor will it permit Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of its Subsidiaries Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined below) toin Section 2.1), tender into as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer any Shares beneficially owned by it. For purposes of this AgreementConsideration, "Subsidiary" means, as to any Person the Warrant Consideration (as defined belowin Section 5.2(d)) and the ------------- Merger Consideration (as defined in Section 5.2(b)). ------------- (d) Merger Sub may, at any corporationtime, limited liability company, partnership transfer or joint venture, whether now existing assign to one or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time more corporations directly or indirectly wholly-owned by Purchaser the right to purchase all or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority any portion of the partnership shares tendered pursuant to the Offer, provided that any such transfer or other ownership interests are at assignment shall not prejudice the time owned by such Person and/or one or more rights of its Subsidiaries. For purposes tendering stockholders to receive payment for shares of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityCommon Stock properly tendered and accepted for payment.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Article VIII and none of the provisions of Section 8.1 hereofevents set forth in Annex A shall have occurred or be existing (unless such event shall have been waived by Merger Sub), Sub shall, and Parent shall cause Merger Sub toto commence, and Merger Sub shall commence, the Offer at the Per Share Amount as promptly as reasonably practicable afterafter the date hereof, but in no event later than five business days from, after the date public announcement of this Agreement, Merger Sub's intention to commence the Offer. The Offer will be made pursuant to an offer Offer to purchase for cash (as it may be amended in accordance with Purchase and related Letter of Transmittal containing the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the and conditions set forth in Exhibit A hereto this Agreement. The initial expiration date of the Offer shall be the twentieth business day from and after the date the Offer is commenced (the "ConditionsInitial Expiration Date"), at a price . The obligation of $19.50 (the "Offer Price") per Share, net Merger Sub to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights (as defined in the Rights Agreement)) shall have been validly tendered and not withdrawn prior to the expiration date of the Offer as promptly as practicable following and (ii) the expiration date satisfaction or waiver of the Offerother conditions set forth in Annex A hereto. Merger Sub expressly reserves the right to amend waive any such condition (other than the Minimum 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, PROVIDED however, that without the consent of the Company, (notwithstanding Section 9.5) no amendment change may be made which (iA) decreases the price per Share or changes the form of consideration payable in the Offer, (iiB) decreases reduces the maximum number of Shares soughtto be purchased in the Offer, or (iiiC) changes any of the Conditions or imposes additional conditions to the Offer in addition to those set forth in Annex A, (D) amends or amends any other term changes the terms and conditions of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions other than Parent and its Subsidiaries), (E) changes or waives the Minimum Condition, (F) changes the form of consideration payable in the Offer or (G) except as provided below or required by any rule, regulation, interpretation or position of the Offer as contemplated by this Section 1.1(a) are not adverse Commission applicable to the holders of Shares); and PROVIDEDOffer, FURTHER, that changes the Minimum Condition (as defined in Exhibit A hereto) is for the benefit expiration date of the Company and may not be waived without Offer. Notwithstanding the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDEDforegoing, HOWEVERMerger Sub may, Parent and Sub may extend the Offer without the consent of the Company Company, (A) extend the Offer, if at the scheduled expiration date of the Offer any of the Conditions conditions set forth in Annex A (the "Offer Conditions") shall not have been be satisfied or waived waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any Laws (as hereinafter defined) rule, regulation, interpretation or position of the Commission applicable to the Offer and PROVIDED, FURTHER, (C) extend the Offer to provide for a subsequent offering period pursuant to Rule 14d-11 under the Exchange Act for an aggregate period of not more than 20 business days (for all such extensions) beyond the latest expiration date that if the Conditions are not satisfied or, to the extent would otherwise be permitted by under clause (A) or (B) of this Agreement, waived as of any scheduled expiration datesentence. In addition, Parent and Merger Sub agree that Merger Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved extend the Offer, if requested by the Company, (i) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions to the Offer other than the Minimum Condition shall not have been waived or satisfied, and the Minimum Condition shall have been satisfied, until (taking into account all such extensions) the earlier of the consummation of the Offer August 31, 2000 or sixty (60) calendar days after the such earlier date hereof, provided that upon which any such extension condition shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable reasonably capable of being satisfied prior to August 31, 2000; or (ii) if at the Initial Expiration Date (or any extended expiration date of the Offer, if applicable), all of the conditions to the Offer other than the Minimum Condition shall have been waived or satisfied and the Minimum Condition shall not have been satisfied, until the earlier of ten (10) business days after such expiration date or August 31, 2000. Upon the prior satisfaction or waiver of all the conditions to the Offer, and subject to the terms and conditions of this Agreement, Merger Sub will, and Parent will cause Merger Sub to, accept for payment, purchase and pay for, in accordance with the terms of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as reasonably practicable after the expiration of the sixty (60) calendar daysOffer. Upon The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon the terms hereof and subject to the Conditionsconditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Merger Sub will shall accept for payment and purchase pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn prior to the expiration of the Offerwithdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Merger Sub shall file with the Commission and disseminate to holders of Shares to the extent required by law a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer and the other Transactions (as hereinafter defined). The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Merger Sub and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and Parent and Merger Sub further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the Commission and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given an opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the Commission. Parent and Merger Sub will provide the Company and its counsel with a copy of any written comments or telephonic notification of any verbal comments Parent or Merger Sub may receive from the Commission with respect to the Offer Documents promptly after the receipt thereof and will provide the Company and its counsel with a copy of any written responses and telephonic notification of any verbal response of Parent, Merger Sub or their counsel. In the event that the Offer is terminated or withdrawn by Merger Sub, Parent and Merger Sub shall cause all tendered Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in be returned to the case of a corporation, of which at least a majority registered holders of the outstanding shares of stock having Shares represented by the terms thereof ordinary voting power certificate or certificates surrendered to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityPaying Agent.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof8.1, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and Parent shall cause regulations promulgated thereunder, the “Exchange Act”)) the Offer within ten (10) business days following the date hereof (the date on which the Offer is commenced being referred to herein as the “Commencement Date”). The obligations of Sub to, to accept for payment and to pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to the conditions set forth in Annex I hereto (the “Offer Conditions”). Subject to the prior satisfaction or, to the extent permitted, waiver by Parent or Sub of the Offer Conditions, Parent shall cause Sub to, and Sub shall, consummate the Offer in accordance with its terms and accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay the Offer Price in exchange for each such Share promptly following such acceptance in compliance with Rule 14e-1(c) of the Exchange Act (the time at which Sub first accepts any Shares for payment pursuant to the Offer being referred to herein as the “Acceptance Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Parent expressly reserves the right to waive any of the Offer Conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, without the prior written consent of the Company, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought in the Offer, (iv) waive or change the Minimum Condition, (v) impose additional conditions to the Offer or amend any of the Offer Conditions so as to broaden the scope of such Offer Condition, (vi) extend the Offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension (in accordance with this Agreement), if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth in this Agreement, or (vii) otherwise amend any other term or condition of the Offer in a manner materially adverse to the holders of Shares. (b) The Company will not, nor will it permit any of its Subsidiaries Offer shall initially be scheduled to expire at 12:01 a.m. on the twenty-first (21st) business day following the Commencement Date (calculated as defined belowset forth in Rule 14d-1(g)(3) to, tender into and Rule 14e-1(a) under the Offer any Shares beneficially owned by itExchange Act) (the “Initial Expiration Date”). For purposes of Notwithstanding anything to the contrary contained in this Agreement, "Subsidiary" meansbut subject to the parties’ respective termination rights set forth in Section 8.1, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: Sub (i) in may, without the case of a corporation, of which at least a majority consent of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is Company, if, at the time directly or indirectly owned or controlled as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been validly waived, extend the Offer for up to two successive periods of not more than twenty (20) business days per extension (with the length of such periods to be determined by such Person and/or one or more Parent) until all of its Subsidiaries or the Offer Conditions have been satisfied or, to the extent permitted, validly waived and (ii) in shall extend the case of a limited liability companyOffer for any period required by Law including any rule, partnership regulation or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority interpretation of the partnership United States Securities and Exchange Commission (“SEC”), or other ownership interests are the staff thereof, applicable to the Offer. In addition to the foregoing, Sub also may provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act if, as of the Expiration Date, all of the Offer Conditions have been satisfied or, to the extent permitted, waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s shareholders in accordance with the MBCA. (c) Subject to the parties’ respective termination rights set forth in Section 8.1, if, at the time owned as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or has not been validly waived and there has not been an Adverse Recommendation Change, then, if so requested by the Company by written notice at least two (2) business days prior to the date the Offer is then scheduled to expire, Sub shall extend the Offer for up to two (2) successive periods of not more than ten (10) business days per extension period, until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived. (d) On the Commencement Date, Parent and Sub shall file with the SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a related form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation referred to in Section 3.20(a). Parent and Sub shall take all steps necessary to cause the Offer Documents to be filed with the SEC and, subject to the Company’s compliance with Section 1.2(c), disseminate the Offer Documents to holders of Shares, in each case as and to the extent required by applicable Law. Parent and Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Sub further agree to take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company shall be given a reasonable opportunity to review and comment on the Offer Documents, Schedule TO and any amendment thereto before they are filed with the SEC, and Parent and Sub shall include all additions, deletions or changes thereto suggested by the Company and its legal counsel that Parent reasonably determines to be appropriate. In addition, Parent and Sub agree to provide the Company with any comments, whether written or oral, that Parent, Sub or their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Offer Documents, promptly upon receipt of such Person and/or one comments, and any written or more oral responses thereto, and the Company shall have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form, and Parent and Sub shall incorporate in each response those views and comments of the Company and its Subsidiaries. For purposes of this Agreementlegal counsel related thereto that Parent reasonably determines to be appropriate. (e) Parent shall provide or cause to be provided to Sub as promptly as practicable following the Expiration Date and any subsequent offering period, "Person" means any individualas applicable, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityall funds necessary to pay for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer shall have occurred and no circumstance shall exist which would result in a failure to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), satisfy any of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions or events set forth in Exhibit Annex A hereto (the "Offer Conditions"), Purchaser shall, as soon as reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof), commence the Offer at a price of $19.50 5.50 per Share (the "Offer Price") per Shareand associated Right), net to the seller in cash. Subject only The obligation of Purchaser to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior shall be subject to the expiration date satisfaction of the Offer as promptly as practicable following the expiration date of the OfferConditions. Sub Purchaser expressly reserves the right right, in its sole discretion, to amend waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, PROVIDED that without provided that, unless previously approved by the consent of the CompanyCompany in writing, no amendment change may be made which (i) decreases the price per Share or payable in the Offer, changes the form of consideration payable in the OfferOffer (other than by adding consideration), (ii) decreases reduces the maximum number of Shares soughtto be purchased in the Offer, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term in addition to those set forth herein which are adverse to holders of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled initial expiration date of the Offer any shall be 20 business days following (and inclusive of) the date of commencement. Purchaser covenants and agrees that, subject to the Conditions shall terms and conditions of this Agreement, including but not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable limited to the Offer Conditions, it will accept for payment and PROVIDEDpay for Shares as soon as it is permitted to do so under applicable law, FURTHERprovided that Purchaser shall have the right, that if the Conditions are not satisfied orin its sole discretion, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) an aggregate of 20 business days at a time (or such longer period as shall be approved by days, notwithstanding the Company) until the earlier of the consummation prior satisfaction of the Offer Conditions. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (including any action or sixty (60inaction by Purchaser) calendar days after the date hereofor, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior except with respect to the expiration of the sixty (60) calendar days. Upon the terms hereof Minimum Condition, may be waived by Purchaser, in whole or in part at any time and subject from time to the Conditionstime, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offerin its sole discretion. (b) The Company will not, nor will it permit any of its Subsidiaries (As soon as defined below) to, tender into reasonably practicable on the date the Offer is commenced, Purchaser shall file a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer with the Securities and Exchange Commission (the "SEC"). The Schedule 14D-1 shall contain an Offer to Purchase and forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any Shares beneficially owned supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). Purchaser and the Company each agrees promptly to correct any information provided by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) it for use in the case Offer Documents that shall have become false or misleading in any material respect, and Purchaser further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint ventureShares, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of each case as and to the partnership or other ownership interests are at the time owned extent required by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityapplicable federal securities laws.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof8.1, Merger Sub shall, shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer as promptly as practicable after, but in no event later than five business days from, following the date of this Agreement, commence an offer to purchase for cash and in any event within ten (as it may be amended in accordance with 10) Business Days following the terms date of this Agreement, Agreement (or such other date as the "Offer"Parties may agree in writing). (b) all shares The obligations of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Merger Sub shallto, and of Parent shall to cause Merger Sub to, accept for payment and pay for all any Shares validly tendered and not validly withdrawn pursuant to the Offer and not withdrawn prior shall be subject to the expiration date satisfaction or waiver (to the extent permitted by applicable Laws) of only those conditions set forth in Annex A, as such conditions may be modified in accordance with this Agreement (the “Offer Conditions”), and no other conditions. (c) Parent and Merger Sub expressly reserve the right (in their sole discretion) to (x) waive, in whole or in part, any Offer Condition (to the extent permitted by applicable Law), or (y) to increase the amount of cash constituting the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right Price or to amend make any other changes in the terms and conditions of the OfferOffer consistent with the terms of this Agreement; provided, PROVIDED that however, without the prior written consent of the Company, no amendment may be made which neither Parent nor Merger Sub shall (i) decreases reduce the price per Share number of Shares sought to be purchased in the Offer, (ii) reduce the Offer Price or changes change the form of consideration payable in the Offer, (iiiii) decreases change, modify or waive the number Minimum Condition, (iv) add to the Offer Conditions or modify or change any Offer Condition in any manner adverse to holders of Shares soughtor that makes the Offer Conditions more difficult to satisfy, (v) except as otherwise provided in this Section 1.1, extend the Expiration Time (as defined below) of the Offer, or (iiivi) changes otherwise amend, modify or supplement any of the Conditions or imposes additional conditions to the Offer or amends any other term terms of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of Shares. Merger Sub shall not terminate the Offer as contemplated by this Section 1.1(a) are not adverse prior to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived any scheduled Expiration Time without the Company's consent. The Offer may only be extended with the prior written consent of the Company Company, except if this Agreement is terminated in accordance with Section 8.1. If this Agreement is terminated pursuant to Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, promptly (and in any event within 24 hours following such termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated by Merger Sub, or if this Agreement is terminated in accordance with Section 8.1 prior to the acceptance for payment and payment for Shares in the Offer, Merger Sub shall promptly return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (d) The initial expiration date and time of the Offer shall be midnight, New York time, on the date that is twenty (20) Business Days (for the purposes of this Section 1.1(d) and Section 1.1(e), Business Days shall be calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) from (and including the day of) the commencement of the Offer (such initial expiration date and time, and any expiration date and time established pursuant to an extension of the Offer in accordance with this Agreement, an “Expiration Time”). (e) If, as a result of the Company’s failure to provide information required under Section 6.9(d) with respect to the Pro Forma Financial Statements, the initial scheduled Expiration Time is less than fifteen (15) Business Days from (but excluding the day of) the date on which the information required by law; PROVIDEDSection 6.9(d) has been provided by the Company, HOWEVERand if this Agreement shall not have terminated in accordance with Section 8.1, Parent and then Merger Sub may extend the Offer without once until a time that is not later than midnight, New York time, on the consent of date that is fifteen (15) Business Days from (but excluding the Company (Aday of) the date on which the information required by Section 6.9(d) has been provided by the Company. In addition, if at the any then-scheduled expiration date Expiration Time, any of the Offer any of the Conditions shall is not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by applicable Law) by Merger Sub, and if this AgreementAgreement shall not have terminated in accordance with Section 8.1, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer from time to time for periods of up to five (5) Business Days per extension (or such longer period as the Parties may agree) until the date on which all of the Offer Conditions are satisfied or so waived as of any scheduled expiration dateand the Offer is consummated; provided, Parent and however, that if the sole then-unsatisfied condition is the Minimum Condition, Merger Sub shall extend the Offer from time to time for up to five a total of an additional ten (510) business days at a time Business Days and, if following such extension or extensions the Minimum Tender Condition remains the sole then-unsatisfied condition, Merger Sub shall extend the Offer if and only if the Company shall have requested in writing that Merger Sub so extend the Offer. In addition, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Expiration Time for the minimum period required by the applicable rules, regulations, interpretations or positions of the SEC (or such longer period its staff), or rules of any securities exchange, in each case, as applicable to the Offer. Notwithstanding any provision in this Agreement to the contrary, in no event shall Merger Sub be approved required to extend the Offer beyond the Outside Date. In addition, Merger Sub may (and Parent shall cause Merger Sub to, if requested by the Company), following the Acceptance Time, make available one or more “subsequent offering periods” in accordance with Rule 14d-11 under the Exchange Act (each a “Subsequent Offering Period”); provided, however, that Merger Sub shall not make available such a Subsequent Offering Period in the event that, prior to the commencement of any such Subsequent Offering Period, Parent and Merger Sub directly or indirectly own more than ninety percent (90%) until the earlier of the consummation outstanding Shares. (f) Subject to the satisfaction of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration Conditions as of the sixty (60) calendar days. Upon Expiration Time, Merger Sub shall, and Parent shall cause Merger Sub to, consummate the Offer in accordance with its terms hereof and subject to the Conditions, Sub will accept for payment and purchase pay for (subject to any withholding of tax pursuant to Section 3.4(h)) all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable (and in any event within three (3) Business Days) after the Expiration Time and in accordance with applicable Law (the “Offer Closing” and the time and date on which Merger Sub accepts such Shares for payment, the “Acceptance Time”). Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any Shares that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer and shall cause Merger Sub to fulfill all of Merger Sub’s obligations under this Agreement. (g) As promptly as practicable on the date of commencement of the Offer, Parent and Merger Sub shall (i) file a tender offer statement on Schedule TO (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) with the SEC with respect to the Offer, which shall contain or include as exhibits an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and form of summary advertisement (the Schedule TO and the Offer to Purchase, together with all amendments, supplements and exhibits thereto, the “Offer Documents”) and (ii) cause the Offer Documents (in each case as and to the extent required by the Exchange Act), along with the notice of the Merger (the “Maryland Notice”) required by Section 3-106(d)(1) of the Maryland General Corporation Law (the “MGCL”), to be disseminated to the Company’s stockholders of record. The Company shall promptly furnish Parent and Merger Sub all information concerning the Company and the Company Subsidiaries as shall be required by the Exchange Act to be set forth in the Offer Documents. Each of Parent, Merger Sub and the Company agrees to correct promptly any information provided by it for use in the Offer Documents or the Maryland Notice if and to the extent that such information becomes false or misleading in any material respect or as otherwise required by Law, and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the Company’s stockholders, in each case as soon as reasonably practicable and as and to the extent required by applicable U.S. federal securities Laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents (including any amendments thereto) prior to the expiration of filing thereof with the Offer. (b) The SEC. Parent and Merger Sub shall provide to the Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: counsel (i) in any comments or communications, whether written or oral, that Parent or Merger Sub (or their counsel) may receive from the case of a corporation, of which at least a majority of SEC or its staff with respect to the outstanding shares of stock having by Offer Documents promptly after the terms thereof ordinary voting power to elect a majority of the board of directors receipt of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly comments or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or communications and (ii) a reasonable opportunity to participate in the case of a limited liability company, partnership response to such comments or joint venture, in which communications and to provide comments on such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityresponse.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated and none of the events set forth in accordance with the provisions Section (a) through (i) of Section 8.1 hereofAnnex A attached hereto and made a part hereof ("Annex A") shall have occurred and be continuing (and shall not have been waived by Merger Sub), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 of the Exchange Act (as defined in Section 2.8(a)) the Offer as promptly as reasonably practicable after, but after the date hereof. The obligation of Merger Sub to accept for payment and pay for the Shares tendered pursuant to the Offer shall be subject only to the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least a majority of the then outstanding Shares on a fully-diluted basis (the "Minimum Condition") and to the satisfaction or waiver by Merger Sub of the other conditions set forth in no event later than five business days fromAnnex A (the Minimum Condition and the conditions set forth in Annex A collectively, the date "Offer Conditions"). The Company agrees that no Shares held by the Company or any of this Agreement, commence an offer to purchase for cash its Subsidiaries (as it may defined in Section 3.1) will be amended tendered to Merger Sub pursuant to the Offer. Merger Sub expressly reserves the right to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in accordance with the Offer and to make any other changes in the terms of this Agreementthe Offer; provided, however, that no change may be made without the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), prior written consent of the Company outstanding immediately prior which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, imposes conditions to the consummation of the Offer (the "Shares"), subject only in addition to the conditions set forth in Exhibit A hereto (Annex A, waives or changes the "Conditions"), at a price Minimum Condition or makes other changes in the terms and conditions of $19.50 (the "Offer Price") per Share, net that are in any manner adverse to the seller in cashholders of Shares or, except as provided below, extends the Offer. Subject only to the Conditionsterms of the Offer and this Agreement and the satisfaction of the Minimum Condition and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A as of any expiration date of the Offer, Merger Sub shall, and Parent shall cause Sub to, will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn prior as soon as it is permitted to do so under applicable Legal Requirements. Notwithstanding the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. foregoing, Merger Sub expressly reserves the right to amend the terms and conditions of the Offermay, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to extend the Offer or amends any other term beyond the scheduled expiration date, which initially shall be twenty (20) Business Days following the date of commencement of the Offer in either case in any manner adverse to (counting for such purposes the holders of Shares (it being understood that extensions of day the Offer is commenced as contemplated by this Section 1.1(a) are not adverse to the holders first day of Sharessuch period); and PROVIDED, FURTHERif, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer, any of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not be satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration datewaived, Parent and Sub shall (ii) extend the Offer from time to time for up to five (5) business days at a time (any period required by any rule, regulation or such longer period as shall be approved by the Company) until the earlier interpretation of the consummation United States Securities and Exchange Commission (the "SEC"), the staff thereof or the Nasdaq National Market ("NASDAQ") applicable to the Offer, (iii) if on the then scheduled expiration date of the Offer or sixty (60) calendar days after the date hereofOffer, provided that such extension there shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares have been validly tendered and not withdrawn at least 80% of the outstanding Shares on a fully-diluted basis, extend the Offer for a period not to exceed ten (10) Business Days or (iv) provide a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act. On or prior to the expiration dates that Merger Sub becomes obligated to accept for payment and pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub the funds necessary to pay for all Shares that Merger Sub becomes so obligated to accept for payment and pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes (as defined in Section 3.6), be net to the seller in cash, upon the terms and subject to the conditions of the Offer. (b) On the date of the commencement of the Offer, Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the "Offer Documents"). Parent and Merger Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Merger Sub will cause the 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 will notand its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, nor will it permit Parent and Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or Merger Sub or either of their counsel may receive from time to time from the SEC or its Subsidiaries staff with respect to the Schedule TO promptly after the receipt of such comments and to consult with the Company and its counsel prior to responding to any such comments (as defined below) to, tender into and provide the Company and its counsel with copies of any such written response and telephonic notification of any such verbal response). If the Offer any is terminated or withdrawn by Merger Sub, Parent and Merger Sub shall use their respective reasonable best efforts to cause the Depositary to cause all tendered Shares beneficially owned to be returned to the registered holders of the Shares represented by it. For purposes of this Agreement, "Subsidiary" means, as the certificate or certificates surrendered to any Person the Paying Agent (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to the terms and conditions set forth in this Agreement not having theretofore been terminated in accordance with Agreement, within five (5) business days after the provisions date of Section 8.1 hereofthe public announcement, which shall occur on the date hereof or the following day, by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act (as promptly as practicable afterhereinafter defined)) the Offer, but in no event later than five which shall expire at midnight, New York City time, on the date that is twenty (20) business days from, after the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share Offer is commenced (the initial "Company Common Stock"), of the Company outstanding immediately prior Expiration Date," and any expiration time and date established pursuant to the consummation an authorized extension of the Offer (the as so extended, also an "SharesExpiration Date"). The obligation of Sub to, and of Parent to cause Sub to, commence the Offer, conduct and consummate the Offer as soon as practicable after the date hereof and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer PriceConditions") per Share(any of which may be waived in whole or in part by Sub in its sole discretion, net provided that, without the express written consent of the Company, Sub may not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the seller Offer, (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, including the Minimum Condition, (iv) except as provided in cashthe next sentence, extend the Offer, if all of the Offer Conditions are satisfied or waived, (v) change the form of consideration payable in the Offer or (vi) amend or alter any term of the Offer in any manner materially adverse to the holders of the Shares, provided, however, that nothing contained herein shall prohibit Sub, in its sole discretion without the consent of the Company, from waiving satisfaction of any condition to the Offer other than the Minimum Condition. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer (each individual extension not to exceed five (5) business days after the previously scheduled Expiration Date), if at the then scheduled Expiration Date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (C) extend the Offer on up to two occasions in each case for period of not more than five (5) business days beyond the latest Expiration Date if on such Expiration Date there shall have been tendered more than the number of Shares sufficient to satisfy the Minimum Condition but less than 90% of the Shares; provided, Parent agrees to permanently waive the Offer Conditions. Subject only to the Conditionsterms and conditions of the Offer and this Section 1.1(a), Sub shall, and Parent shall cause Sub to, accept for payment payment, and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offerfor, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) The On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, as amended and the rules and regulations promulgated thereunder (the "Exchange Act"), 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 Parent or Sub with respect to written information supplied by or on behalf of the Company will not, nor will it permit or any of its Subsidiaries (as defined below) to, tender into stockholders for inclusion or incorporation by reference in the Offer Documents. Parent, Sub and the Company each agrees promptly to correct any Shares beneficially owned written information provided by itit 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 Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable laws. For purposes The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of this Agreementthe Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, "Subsidiary" meansSub 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) Parent shall provide or cause to be provided to Sub on a timely basis the funds sufficient to accept for payment, as to any Person (as defined below)and pay for, any corporationand all Shares that Sub becomes obligated to accept for payment, limited liability companyand pay for, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in pursuant to the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject to Provided this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to8.1, as promptly as practicable after, (but in no event later than five business days from, following the date public announcement of the execution of this Agreement), Sub will commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), Shares at a price of $19.50 (the "Offer Price") 7.25 per Share, net to the seller in cashcash (the "Offer Consideration"). Subject The obligation to consummate the Offer and to accept for payment and to pay for the Shares tendered pursuant to the Offer will be subject only to those conditions set forth in Exhibit A attached hereto. The Company agrees that no Shares held by the ConditionsCompany or any of its Subsidiaries (as defined in Section 3.1) will be tendered to Sub pursuant to the Offer. Sub expressly reserves the right, Sub shallin its sole discretion, to waive any condition set forth in Exhibit A, other than the Minimum Condition and the ESOP Condition (each as defined in Exhibit A), and Parent shall cause to make any other changes in the terms and conditions of the Offer, provided that Sub towill not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) modify the conditions to the Offer as set forth in Exhibit A in a manner adverse to the holders of the Shares, (v) waive the Minimum Condition or the ESOP Condition or (vi) make any other change in the terms of the Offer adverse to the holders of the Shares. The Offer will initially provide that the Offer will expire 20 business days after (and inclusive of) the date it is commenced. Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is permitted to do so under applicable law, provided that Sub shall have the right in its sole discretion to extend the Offer from time to time for up to an aggregate of 15 business days, notwithstanding the prior satisfaction of the conditions set forth in Exhibit A, in the event that at least 75% of the Company's outstanding Shares have been validly tendered and not withdrawn prior pursuant to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the OfferIf, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions subject to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDEDsucceeding sentence, FURTHER, that the Minimum Condition (as defined or the ESOP Condition is not satisfied or if the conditions set forth in paragraphs B, C or E of Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived by Sub as of any the scheduled expiration date, Parent and Sub shall have the right in its sole discretion to extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty the termination of this Agreement. If the Minimum Condition, the ESOP Condition or the HSR Condition (60as defined in Exhibit A) calendar days after or the date hereofconditions set forth in paragraphs A, provided F or G of Exhibit A are not satisfied or, to the extent permitted by this Agreement, waived by Sub as of the scheduled expiration date, Sub will, unless it is manifestly apparent that such extension shall condition will not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration termination of this Agreement, or Sub and the Company shall otherwise agree in writing, extend the Offer from time to time until the earlier of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration consummation of the OfferOffer or the termination of this Agreement. (b) On the date of commencement of the Offer, Parent and Sub will file or cause to be filed with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all amendments, the "Schedule 14D-1") with respect to the Offer, which will contain the Offer to purchase and related letter of transmittal and other ancillary documents and agreements pursuant to which the Offer will be made (collectively, with any supplements or amendments, the "Offer Documents"). Parent and Sub will disseminate the Offer Documents to the holders of the Shares. Each of Parent, Sub and the Company agrees to correct promptly any information provided by it for use in the Offer Documents that becomes false or misleading in any material respect, and Parent and Sub will take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to the holders of the Shares, in each case as and to the extent required by law. The Company and its counsel will nothave a reasonable opportunity to review and comment on the Offer Documents prior to the filing of the Offer Documents with the SEC. Parent and Sub will provide the Company and its counsel with any comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt. Parent and Sub agree that the Offer Documents will comply as to form in all material respects with the requirements of the Exchange Act and the rules and regulations under the Exchange Act. Parent and Sub further agree that none of the information in the Offer Documents or any related schedule required to be filed with the SEC or in any related amendment will, nor will it permit on the date of filing with the SEC or on the date first published, sent or given to holders of the Shares, as the case may be, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein, in light of the circumstances under which they are made, not misleading (but excluding statements made in any of its Subsidiaries the foregoing documents based on information supplied by the Company specifically for inclusion therein). Parent and Sub agree that none of the information supplied by Parent or Sub or any of their affiliates specifically for inclusion in the Schedule 14D-9 (as defined belowin Section 1.2(a)) toor any related amendment will, tender into at the Offer any Shares beneficially owned by it. For purposes date of this Agreementfiling with the SEC, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case contain an untrue statement of a corporationmaterial fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, of which at least a majority in light of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability companycircumstances under which they are made, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitynot misleading.

The Offer. (a) Subject to If this Agreement has not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub toArticle VIII, as promptly soon as practicable after, but in no event later than five business days from, after the date public announcement of the execution of this Agreement, but in any event within 15 business days after the date hereof, Buyer shall commence an offer (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The consummation of the Offer shall be subject only to purchase for cash (as it may i) the condition that there shall be amended validly tendered in accordance with the terms of this Agreementthe Offer, prior to the "expiration of the Offer") all shares , and not withdrawn, at least a number of common stockCompany Shares that, par value $0.25 per share (together with the "Company Common Stock")Shares beneficially owned by Buyer, represents 80% of the Company Shares outstanding immediately prior to the consummation of the Offer (the "Shares"“Minimum Condition”), subject only to ; and (ii) the other conditions set forth in Exhibit A Annex I hereto (together with the "Minimum Condition, the “Offer Conditions"”). Buyer expressly reserves the right to waive any Offer Conditions and to make any change in the terms of the Offer or the Offer Conditions; provided that (A) Buyer may not, at a price without the prior written consent of $19.50 (the "Offer Price") per ShareCompany, net to waive the seller in cash. Subject only to satisfaction of the ConditionsMinimum Condition, Sub shall, and Parent shall cause Sub to, or accept for payment and pay for all any Company Shares validly tendered pursuant to the Offer if the Minimum Condition has not been met and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that (B) no change may be made without the prior written consent of the Company, no amendment may be made which Company that (i1) decreases the price per Share or changes the form of consideration payable in the Offer, (ii2) decreases the Per Share Amount, (3) reduces the maximum number of Company Shares soughtto be purchased in the Offer, or (iii4) changes any of extends the Conditions or Offer other than in accordance with Section 2.01(c), (5) imposes additional conditions to the Offer in addition to those set forth in Annex I or which otherwise modifies the conditions set forth in such Annex I, or (6) amends any other term of the Offer in either case in any a manner adverse to the holders of Shares Company Shares. (it being understood that extensions b) As soon as reasonably practicable after the commencement of the Offer, Buyer shall file with the SEC a Tender Offer as Statement on Schedule TO (“Schedule TO,” and such Schedule TO and any documents included therein pursuant to which the Offer will be made, together with any amendments or supplements thereto, the “Offer Documents”). The Offer Documents shall comply in all material respects with the requirements of applicable federal securities Laws, and, on the date first filed with the SEC and on the date first published, sent or given to the holders of Company Shares, 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 in complying with the foregoing commitments, Buyer may rely on the accuracy of any information supplied by the Company or any holders of Company Shares specifically for inclusion or incorporation by reference in the Offer Documents. The Company shall promptly furnish to Buyer all information concerning the Company that may be reasonably requested by Buyer in connection with any action contemplated by this Section 1.1(a2.01(b). Each of Buyer and the Company shall promptly 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 shall promptly supplement the Offer Documents to include any information that shall become necessary to include in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Buyer shall take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and, at such time as reasonably agreed by Buyer and the Company, disseminated to holders of Company Shares, in each case as and to the extent required by applicable federal securities Laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents at least three calendar days (or such shorter period if three calendar days is not possible but not less than 24 hours) are not adverse prior to their being filed with the SEC or disseminated to the holders of Company Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of . Buyer shall provide the Company and its counsel with any comments or other communications, whether written or oral, Buyer or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments or other communications and shall provide the Company and its counsel an opportunity to participate in the response of Buyer to such comments or other communications. (c) Unless extended as provided in this Agreement, the Offer shall be open for a period of 20 consecutive business days and shall be scheduled to expire at 12:01 a.m., New York City time, immediately following the 20th business day of such period (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) (the “Initial Expiration Time”). If any Offer Condition is not satisfied (other than conditions which by their terms can only be satisfied at the Closing itself) and has not been waived or (i) the Closing has not occurred and (ii) the Marketing Period plus a period of 5 business days thereafter has not elapsed, in each case at the Initial Expiration Time or any subsequent time as of which the Offer is then scheduled to expire, then on each such scheduled expiration date Buyer may, or at the Company’s written request, Buyer shall, extend the Offer for a period of up to ten consecutive business days (or any such longer period as the parties may agree in writing); provided that the foregoing shall not be waived without deemed to impair, limit or otherwise restrict the Company's consent. The Offer may only be extended with right of any party to terminate this Agreement pursuant to the prior written consent terms of Section 8.01 hereof; provided further, that notwithstanding the satisfaction or waiver of the Company Offer Conditions, if the Marketing Period has not ended at the Initial Expiration Time or any subsequent time as required by law; PROVIDEDof which the Offer is scheduled to expire, HOWEVER, Parent and Sub then on each such scheduled expiration date Buyer may extend the Offer without for a period of up to ten consecutive business days (but in no event past the consent date which is five business days following the expiration of the Marketing Period). Each extension requested by the Company (Apursuant to this Section 2.01(c) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if made in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied writing and delivered to Buyer no less than one business day prior to the expiration of the sixty Offer (60as it may have previously been extended pursuant to this Section 2.01(c)). Following the Closing, Buyer shall provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act of at least ten business days (the “Subsequent Offering Period”). (d) calendar days. Upon Subject to the foregoing and upon the terms hereof of the Offer and subject to satisfaction or waiver of the ConditionsOffer Conditions and, Sub will to the extent applicable, to the provisions of Rule 14d-11 under the Exchange Act, Buyer shall accept for payment and purchase pay for, as promptly as practicable (and in any event within two business days) after the expiration of the Offer (as the same may be extended pursuant to Section 2.01(c)), all Company Shares validly tendered and not withdrawn prior pursuant to the expiration of Offer (the “Closing”). Buyer shall provide on a timely basis the funds necessary to purchase any and all Company Shares that Buyer becomes obligated to purchase pursuant to the Offer. (b) . The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of Closing shall occur at a corporation, of which at least a majority of the outstanding shares of stock having place and time mutually agreed by the terms thereof ordinary voting power parties. Notwithstanding anything to elect a majority of the board of directors contrary set forth herein, Buyer shall be entitled to deduct and withhold from amounts paid by Buyer for Company Shares validly tendered and not withdrawn such amounts as Buyer is required to deduct and withhold with respect to the making of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitypayments pursuant to applicable Laws.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof8.1, Sub shall, and Parent shall cause Sub to, and Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as practicable after, but in no event later than five business days fromamended (together with the rules and regulations promulgated thereunder, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer"“Exchange Act”)) all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to event no later than the holders of Shares tenth (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (510th) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after day following the date hereof, provided that such extension shall not be required if in the reasonable judgment . The obligations of Parent or Sub, any Condition is incapable of being satisfied prior Sub to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with this Section 1.1(a) ) shall be subject only to the conditions set forth in Annex I (collectively, the “Offer Conditions” and each an “Offer Condition”). Subject to the prior satisfaction or, to the extent permitted, waiver by Parent and Sub of the Offer Conditions, Parent shall cause Sub to, and Sub shall, consummate the Offer in accordance with its terms and accept for payment and pay the Offer Price for all Shares tendered and not withdrawn promptly following the acceptance in compliance with Rule 14e-1(c) under the Exchange Act of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Parent and Sub expressly reserve the right to waive any Offer Conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, decrease the Closing Amount or CPR Payment Amount, change the form of payment of the Closing Amount or CPR Payment Amount, decrease the number of Shares sought in the Offer, waive or change the Minimum Condition, impose additional conditions to the Offer, amend any of the Offer Conditions so as to broaden the scope of any such condition, extend the offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension in accordance with this Section 1.1, if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth below, or otherwise amend any other term or condition of the Offer in a manner materially adverse to the holders of Shares, in each case without the prior written consent of the Company. Notwithstanding the foregoing and subject to the parties respective termination rights set forth in Section 8.1, Sub may, without the consent of the Company (i) extend the Offer beyond the initial expiration date if, at any scheduled (or extended) expiration of the Offer, any of the conditions to Sub’s obligation to accept Shares for payment, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”) or its staff applicable to the Offer. In addition to the foregoing, Sub also may provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act if, as of the Expiration Date, all of the conditions to Sub’s obligations to accept for payment and pay for all Shares are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s stockholders in accordance with the DGCL. (b) Subject to the parties’ respective termination rights set forth in Section 8.1, if, at the time at which the Offer is scheduled to expire, any Offer Condition has not been satisfied or has not been validly waived, then, if so requested by the Company by written notice on or prior to the date the Offer is then scheduled to expire, Sub shall extend the Offer for up to one period of not more than five (5) business days per extension period, until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived; provided, however, that the Company shall not have the right to request an extension pursuant to this Section 1.1(b) if, at the time of any proposed extension, an Acquisition Proposal has been publicly made and the Company Board of Directors failed to reaffirm its recommendation of the Offer within two (2) business days of Parent’s request. (c) On the date of commencement of the Offer, Parent and Sub shall file with the SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall 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”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board of Directors referred to in Section 3.20(a). Subject to the Company’s compliance with Section 1.2(c), Parent and Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Law. Parent and Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company will notshall be given a reasonable opportunity to review and comment on the Schedule TO and any amendment thereto before it is filed with the SEC, nor will it permit and Parent and Sub shall give due consideration to all reasonable and appropriate additions, deletions or changes thereto suggested by the Company and its legal counsel. In addition, Parent and Sub agree to provide the Company with any comments, whether written or oral, that Parent, Sub or their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its Subsidiaries staff with respect to the Offer Documents, promptly after receipt of such comments, and any written or oral responses thereto, and the Company shall be given a reasonable opportunity to review such comments and have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form, and Parent and Sub shall give due consideration to the reasonable and appropriate views and comments of the Company and its legal counsel related thereto. (d) Parent shall provide or cause to be provided to Sub promptly following the expiration of the Offer or any subsequent extension thereof, as applicable, all funds necessary to pay the aggregate Closing Amounts with respect to Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law. (e) Parent shall, at or prior to the Acceptance Time (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined belowin Section 5.2(b)), any corporationduly authorize, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in execute and deliver the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this CPR Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to the provisions of this Agreement and this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 Article 10 hereof, Sub shall, and Parent shall cause Sub to, as promptly as ---------- practicable after, but in no any event later than within five business days from, after the date hereof, Merger Sub shall commence, within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act") and the rules and regulations ------------ promulgated thereunder, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stockall, par value $0.25 per share (the "Company Common Stock")and in any event ----- not less than a majority on a fully diluted basis, of the Company outstanding immediately prior shares of Common Stock at a price of $14.75 per share of Common Stock, net to the consummation seller in cash, without interest (such price or any higher price paid pursuant to the Offer, the "Offer Consideration"). Notwithstanding the foregoing, if between ------------------- the date of this Agreement and the closing of the Offer (the "Shares")outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of Purchaser and Merger Sub to commence the Offer and accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net and to the seller in cashterms and conditions of this Agreement. --------- Subject only to the Conditionsprovisions of this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to shall expire 20 business days after the expiration date of its commencement, unless this Agreement is terminated in accordance with Article 10, in which case the Offer as promptly as practicable following (whether or not previously ---------- extended in accordance with the expiration terms hereof) shall expire on such date of the Offer. termination. (b) Merger Sub expressly reserves the right to amend modify the terms of the Offer and conditions to waive any condition of the Offer, PROVIDED that except that, without the prior written consent of the Company, no amendment may be made which Merger Sub shall not (and Purchaser shall cause Merger Sub not to) (i) decreases waive the Minimum Condition (as defined in Exhibit A), --------- (ii) reduce the number of shares of Common Stock subject to the Offer, (iii) reduce the price per Share or changes share of Common Stock to be paid pursuant to the Offer, (iv) except as set forth below, extend the Offer, (v) change the form of consideration payable in the Offer, (iivi) decreases amend or modify any term or condition of the number Offer (including the conditions set forth on Exhibit A) in any manner --------- adverse to the holders of Shares sought, Common Stock or (iiivii) changes any of the Conditions or imposes impose additional conditions to the Offer or amends any other term of than such conditions required by applicable law. So long as this Agreement is in effect and the conditions to the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are have not adverse to the holders of Shares); and PROVIDEDbeen satisfied or waived, FURTHERMerger Sub may, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company Company, extend (A) if or shall extend at the request of the Company) the Offer for an aggregate period of not more than 20 business days (for all such extensions) beyond the originally scheduled expiration date of the Offer. So long as this Agreement is in effect and the conditions to the Offer any of the Conditions shall not have been satisfied or waived or waived, Merger Sub may, without the consent of the Company, extend the Offer for an aggregate period of not more than 20 business days (Bfor all such extensions) beyond the originally scheduled expiration date of the Offer, if the number of shares of Common Stock that have been validly tendered and not withdrawn represent less than 90% of the issued and outstanding shares of the Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any Laws (as hereinafter defined) rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. It is agreed that the conditions set forth in Exhibit A are for the sole --------- benefit of Merger Sub and Purchaser and may be asserted by Merger Sub or Purchaser, or may be waived in whole or in part by Merger Sub or Purchaser, in their sole discretion. The failure by Merger Sub or Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time. Subject to the terms and conditions of the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Merger Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase pay for, in accordance with the terms of the Offer, all Shares shares of Common Stock validly tendered and not withdrawn prior pursuant to the Offer as soon as practicable after the expiration of the Offer. (bc) The Company will not, nor will it permit Purchaser shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of its Subsidiaries Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer and shall be liable on a direct and primary basis for the performance by Merger Sub or the Surviving Corporation (as defined below) toin Section 2.1), tender into as the case may be, of its ----------- obligations under this Agreement with respect to the payment of the Offer any Shares beneficially owned by it. For purposes of this AgreementConsideration, "Subsidiary" means, as to any Person the Option Consideration (as defined belowin Section 5.2(d), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: ) and the -------------- Merger Consideration (i) as defined in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its SubsidiariesSection 5.2(b)). For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.--------------

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofthis ---------- Agreement, as promptly as practicable but in no event later than five business days after the date of the public announcement by Parent and the Company of this Agreement, Sub shall, and Parent shall cause Sub to, as promptly as practicable aftercommence the Offer. The obligation of Sub to, but in no event later than five business days from, the date and of this AgreementParent to cause Sub to, commence an offer to purchase the Offer and accept for cash (as it may be amended in accordance with the terms of this Agreementpayment, the "Offer") all shares of common stockand pay for, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior any Shares tendered pursuant to the consummation of the Offer (the "Shares"), shall be subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer PriceConditions") per Share(any of which may be waived in whole or in part by Sub in its sole discretion, net except that, unless a Takeover Proposal (as defined in Section 6.02(a)) shall have been made after the date hereof, Sub shall not waive the Minimum Condition (as defined in Exhibit A) without the consent of the Company). Sub expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares subject to the seller Offer, (ii) reduce the Offer Price, (iii) add to the Offer Conditions, (iv) except as provided in cashthe next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend the Offer Conditions or any other term of the Offer in any manner adverse to the holders of Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition, the HSR Condition (as defined in Exhibit A) or either of the conditions set forth in paragraphs (e) or (f) of Exhibit A shall not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (d) and (g) shall then be satisfied, at the request of the Company (confirmed in writing), Sub shall extend the Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Subject only to the Conditionsterms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment payment, and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offerfor, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"), and Parent and Sub shall cause to be disseminated the Offer Documents to holders of Shares as and to the extent required by applicable Federal securities laws. Parent, Sub and the Company each 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 Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, 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) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares beneficially owned by it. For purposes of this Agreementthat Sub becomes obligated to accept for payment, "Subsidiary" meansand pay for, as pursuant to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to this Agreement not having theretofore been terminated satisfy any of the conditions set forth in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub toAnnex I hereto, as promptly as practicable afterafter the date hereof, but in no event later than five business days from, following the date public announcement of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, a wholly-owned subsidiary of Parent to be organized under the laws of the Republic of Panama ("OfferMERGER SUBSIDIARY") all shares of common stock, par value $0.25 per share shall commence an offer (the "Company Common StockOFFER"), ) to purchase all of the Company outstanding immediately prior to the consummation shares of the Offer Common Stock (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), other than shares beneficially owned by Parent) at a price of $19.50 35.62 per share of Common Stock (the "Offer PriceCOMMON SHARE PRICE") per Share), net to the seller in cash. Subject only The Offer shall be subject to the Conditions, Sub shall, and Parent condition that there shall cause Sub to, accept for payment and pay for all Shares be validly tendered pursuant to in accordance with the Offer and not withdrawn terms of the Offer, prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offernot withdrawn, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the a number of Shares sought, or (iii) changes any shares of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood Common Stock that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which represents at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation Common Stock (other than stock having such voting power solely shares beneficially owned by reason Parent) (the "MINIMUM CONDITION") and to the other conditions set forth in Annex I hereto. Merger Subsidiary expressly reserves the right to waive any of the happening of conditions to the Offer and to make any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) change in the case of a limited liability company, partnership terms or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority conditions of the partnership Offer, provided that no change may be made that, without the prior written consent of the Company, waives the Minimum Condition, changes the form of consideration to be paid, decreases the price per share of Common Stock or other ownership interests are at the time owned by such Person and/or one number of shares of Common Stock sought in the Offer or more of its Subsidiaries. For purposes of this Agreement, imposes conditions to the Offer in addition to those set forth in Annex I. "PersonCOMMON STOCK" means any individualthe common stock, corporationpar value $0.01 per share, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityof the Company.

The Offer. (a) Subject Provided that no event shall have occurred that would give rise to a right to terminate this Agreement not having theretofore been terminated in accordance with pursuant to Article 8, Buyer shall commence (within the provisions meaning of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, Rule 14d-2 promulgated under the ▇▇▇▇ ▇▇▇) the Offer as promptly as reasonably practicable after, after the date of this Agreement but in no event later than five business days from, the tenth (10th) Business Day following the date of this Agreement. The obligations of Buyer to accept for payment, commence an offer and pay for, any Shares validly tendered and not properly withdrawn pursuant to purchase for cash the Offer shall be subject to the satisfaction or waiver (as it may be amended in accordance with to the terms of extent permitted under this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto Annex I (the "“Offer Conditions"”), at a price . The date on which Buyer commences the Offer is referred to as the “Offer Commencement Date”. (b) In accordance with the terms and conditions of $19.50 (the "Offer Price") per Share, net this Agreement and subject to the seller in cash. Subject only satisfaction or waiver (to the extent such waiver is not prohibited by applicable Law) of the Offer Conditions, Sub shall, Buyer shall (and Parent shall cause Sub Buyer to), accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer at or as promptly as practicable following the expiration date Expiration Time (but in any event within two (2) Business Days thereafter), accept for payment (the time of acceptance for payment, the “Acceptance Time”) and, at or as promptly as practicable following the Acceptance Time (but in any event within three (3) Business Days (calculated as set forth in Rule 14d-1(g)(3) promulgated under the ▇▇▇▇ ▇▇▇) thereafter), pay (by delivery of funds to the depositary for the Offer) for all Shares validly tendered and not properly withdrawn pursuant to the Offer as of the OfferAcceptance Time (the “Closing”). Sub The date on which the Closing occurs is referred to in this Agreement as the “Closing Date”. The Offer Consideration payable in respect of each Share pursuant to the first sentence of this Section 2.01(b) shall be paid, net of any applicable Tax withholding with respect to the Offer Consideration pursuant to Section 2.09, to the seller of such Share in cash, without interest, on the terms and subject to the conditions of this Agreement. (c) Buyer expressly reserves the right at any time to, in its sole discretion, waive, in whole or in part, any of the Offer Conditions and to amend make any change in the terms and of, or conditions of to, the Offer; provided, PROVIDED that that, without the prior written consent of the Company, no amendment may be made which Buyer shall not (and Parent shall cause Buyer not to): (i) decreases waive or change the price per Share or changes Minimum Condition (except to the extent contemplated under paragraph (A) of Annex I); (ii) decrease the Offer Consideration; (iii) change the form of consideration payable to be paid in the Offer, ; (iiiv) decreases decrease the number of Shares soughtsought in the Offer; (v) extend or otherwise change the Expiration Time, except as otherwise provided in this Agreement; or (vi) impose additional Offer Conditions or (iii) changes otherwise amend, modify or supplement any of the Offer Conditions or imposes additional conditions to the Offer or amends any other term terms of the Offer in either case in any a manner adverse to the holders of Shares Shares. (it being understood d) The Offer shall initially expire at 9:00 a.m. (New York City time), or at such other time as the Parties may mutually agree, on the date that extensions is the later of (i) twenty-one (21) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the ▇▇▇▇ ▇▇▇) following the commencement of the Offer as contemplated by this Section 1.1(aand (ii) are not adverse to six (6) Business Days after the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any EGM (such initial expiration date and time of the Conditions shall not have been satisfied or waived or (BOffer, the “Initial Expiration Time”) for any period required by any Laws (as hereinafter defined) applicable to or, if the Offer has been extended pursuant to and PROVIDEDin accordance with Section 2.01(e), FURTHERthe date and time to which the Offer has been so extended (the Initial Expiration Time, that if or such later expiration date and time to which the Conditions are not satisfied orOffer has been so extended, the “Expiration Time”). (e) Subject to the extent permitted by this AgreementArticle 8, waived Buyer may or shall (in which case Parent shall cause Buyer to), as of any scheduled expiration dateapplicable, Parent and Sub shall extend the Offer from time to time as follows: (i) Buyer shall (and Parent shall cause Buyer to) extend the Offer for the minimum period as required by any rule, regulation, interpretation or position of the SEC, the staff thereof or the NYSE applicable to the Offer; (ii) if, at the then-scheduled Expiration Time, any of the Offer Conditions has not either been (A) satisfied or (B) waived by Buyer (to the extent such waiver is not prohibited under this Agreement and applicable Law), then Buyer shall (and Parent shall cause Buyer to) extend the Offer on one or more occasions in consecutive periods of up to five ten (510) business days Business Days each (with each such period to end at a time 5:00 p.m. (New York City time) on the last Business Day of such period) (or such longer period other duration as shall may be approved agreed to by Buyer and the Company) until in order to permit the earlier satisfaction of the consummation of such Offer Condition(s); provided, that if Buyer determines in good faith, after consultation with its outside legal counsel, that at any then-scheduled Expiration Time, the Offer Condition set forth in paragraph (B) or sixty paragraph (60C) calendar days after of Annex I is not reasonably likely to be satisfied within such ten (10) Business Day extension period, then Buyer may extend the date hereofOffer on such occasion for periods of up to twenty (20) Business Days; provided further, provided that such extension (x) Buyer shall not be required to extend the Offer to a date later than the End Date (as the End Date may be extended pursuant to Section 8.01(b)(i)) and (y) if in the reasonable judgment of Parent or Sub, any sole then-unsatisfied Offer Condition is incapable the Minimum Condition, Buyer shall not be required to extend the Offer on more than two (2) occasions in consecutive periods of being satisfied up to ten (10) Business Days each (with each such period to end at 5:00 p.m. (New York City time) on the last Business Day of such period) (or such other duration as may be agreed to by Buyer and the Company); or (iii) Buyer may extend the Offer to such other date and time as may be mutually agreed by Parent and the Company in writing. (f) Following the Acceptance Time, Buyer shall (and Parent shall cause Buyer to) (and the Offer Documents shall so indicate) provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 promulgated under the 1934 Act of not less than ten (10) Business Days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the 1934 Act). In the event that prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and Subsequent Offering Period, Buyer or one of its Affiliates has publicly indicated its intention to, subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes terms of this Agreement, "Subsidiary" meanseffectuate the Asset Sale, as Buyer shall (and Parent shall cause Buyer to) (and the Offer Documents shall so indicate) extend the Subsequent Offering Period for at least five (5) Business Days to permit any Person remaining Minority Shareholders to tender their Shares in exchange for the Offer Consideration (such extension, the “Minority Exit Offering Period”). (g) The Offer may not be terminated prior to the Initial Expiration Time or the then-scheduled Expiration Time (as defined belowthe same may be extended pursuant to Section 2.01(e)) unless this Agreement is validly terminated pursuant to Section 8.01. If this Agreement is validly terminated pursuant to Section 8.01, Buyer shall (and Parent shall cause Buyer to) promptly (and in any corporationevent within twenty-four (24) hours following such valid termination) terminate the Offer and not acquire any Shares pursuant thereto. If the Offer is terminated in accordance with this Agreement by Buyer prior to the acceptance for payment and payment for Shares tendered pursuant to the Offer, limited liability companyBuyer shall (and Parent shall cause Buyer to) promptly return, partnership or joint ventureand shall cause any depositary acting on behalf of Buyer to return, whether now existing or hereafter organized or acquired: in accordance with applicable Law, all tendered Shares to the registered holders thereof. Nothing in this Section 2.01(g) shall affect any termination rights under Article 8. (h) As soon as practicable on the Offer Commencement Date, Parent and Buyer shall (i) in file with the case SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”), which shall contain or incorporate by reference an offer to purchase and a related letter of a corporationtransmittal and other appropriate ancillary offer documents required to be included therein (such Schedule TO and the documents included therein pursuant to which the Offer will be made, of which at least a majority of together with any amendments or supplements thereto and including exhibits thereto, the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency“Offer Documents”) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or and (ii) cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable United States federal securities Laws and any other applicable Law. The Company shall promptly furnish to Parent and Buyer all information concerning the Company required by the 1934 Act and applicable Law, or as reasonably requested by Parent, to be set forth in the case Offer Documents. Each of a limited liability companyParent and Buyer, partnership on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for inclusion or joint ventureincorporation by reference in the Schedule TO and the Offer Documents if and to the extent that such information shall have become (or shall have become known to be) false or misleading in any material respect. Parent and Buyer shall use their reasonable best efforts to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Shares, in which each case to the extent required by applicable United States federal securities Laws and any other applicable Law. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents each time before any such Person or Subsidiary of document is filed with the SEC, and Parent and Buyer shall consider in good faith including in such Person is a managing member, general partner or joint venturer or of which a majority of document (and any amendments thereto) all comments reasonably proposed by the partnership Company and its counsel. Parent and Buyer shall provide the Company and its counsel with (A) any comments or other ownership interests are at communications, whether written or oral, that Parent and Buyer or their counsel may receive from time to time from the time owned by such Person and/or one SEC or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization staff or other entityGovernmental Authorities with respect to the Schedule TO or the Offer Documents promptly after receipt of those comments or other communications and (B) a reasonable opportunity to participate in the response of Parent and Buyer to those comments and to provide comments on that response (and Parent and Buyer shall consider in good faith including all comments reasonably proposed by the Company and its counsel), including by participating with Parent and Buyer or their counsel in any discussions or meetings with the SEC or other Governmental Authorities to the extent such participation is not prohibited by the SEC or other Governmental Authorities.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have --------- been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub topursuant to Article IX, as promptly as practicable after, (but in no any ---------- event not later than five business days from, after the date public announcement of the execution and delivery of this Agreement), Richfood shall cause Merger Subsidiary to commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all outstanding shares of common stock, par value $0.25 per share (the "Company Dart Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), Stock at a price of $19.50 (the "Offer Price") 160.00 per Shareshare, net to the seller in cash. Subject only cash (such amount, or any greater amount per Share paid pursuant to the ConditionsOffer, Sub shallbeing hereinafter referred to as the "Offer Consideration"). The obligation of Richfood and Merger Subsidiary to commence the Offer, and Parent shall cause Sub toconsummate the Offer, accept for payment and to pay for all Shares shares of Dart Common Stock validly tendered pursuant to in the Offer and not withdrawn prior shall be subject only to those conditions set forth in Annex I ------- hereto, including the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED condition that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the a number of Shares sought, or (iii) changes any representing a majority of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of all outstanding Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions on a fully- diluted basis shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. The initial expiration date of the Offer will be midnight on the twentieth business day after the Offer is commenced. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into Merger Subsidiary expressly reserves the right to increase the price per share payable in the Offer or to make any Shares beneficially owned by it. For purposes other changes in the terms and conditions of this Agreementthe Offer, "Subsidiary" meansexcept that without the prior written consent of Dart, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: Merger Subsidiary shall not (i) in decrease or change the case of a corporation, of which at least a majority form of the outstanding Offer Consideration or decrease the number of Shares sought pursuant to the Offer, (ii) impose additional conditions to the Offer, (iii) extend the expiration date of the Offer (except as required by Law or the applicable rules and regulations of the SEC) or (iv) amend any term of the Offer in any manner adverse to holders of shares of stock having by Dart Common Stock; provided, however, that, except as set forth -------- ------- above, Merger Subsidiary may waive any condition to the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation Offer in its sole discretion (other than stock having such voting power solely by reason the Minimum Condition, as defined in Annex I, which ------- Merger Subsidiary may not waive); and provided further, that the Offer may be -------- ------- extended in connection with an increase in the consideration to be paid pursuant to the Offer so as to comply with applicable rules and regulations of the happening SEC; and provided, further, that the Offer may be extended by Merger Subsidiary for -------- ------- up to ten (10) business days after the initial expiration date if fewer than 90% of the Shares outstanding as of such date have been tendered at such date, so long as, in connection with such extension, Merger Subsidiary irrevocably waives the conditions to the Offer set forth in clauses (b), (c), (f), (g)(1) and (h) of Annex I. Assuming the prior satisfaction or waiver of the conditions to the ------- Offer, Merger Subsidiary shall accept for payment, and pay for, in accordance with the terms of the Offer, all shares of Dart Common Stock validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration date thereof. Notwithstanding the foregoing, Merger Subsidiary shall, and Richfood agrees to cause Merger Subsidiary to, extend the Offer from time to time until June 30, 1998, if, and to the extent that, at the initial expiration date of the Offer, or any subsequent extension thereof, all conditions to the Offer have not been satisfied or waived; provided, however, -------- ------- that Richfood and Merger Subsidiary shall have no obligation to extend the Offer if Dart's failure to fulfill any obligation under this Agreement has been the cause of or has resulted in the failure of any contingencysuch condition being satisfied. (c) is at the time directly Richfood shall provide or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or cause to be provided to Merger Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority all of the partnership or other ownership interests are at funds necessary to purchase any Shares of Dart Common Stock that Merger Subsidiary becomes obligated to purchase pursuant to the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof8.1, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, and Sub shall, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and Parent shall cause regulations promulgated thereunder, the “Exchange Act”)) the Offer no later than May 18, 2009 (the date on which the Offer is commenced being referred to herein as the “Commencement Date”). The obligations of Sub to, to accept for payment and to pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to the conditions set forth in Annex I hereto (the “Offer Conditions”). Subject to the prior satisfaction or, to the extent permitted, waiver by Parent or Sub of the Offer Conditions, Parent shall cause Sub to, and Sub shall, consummate the Offer in accordance with its terms and accept for payment all Shares validly tendered and not withdrawn pursuant to the Offer and pay the Offer Price in exchange for each such Share promptly following such acceptance in compliance with Rule 14e-1(c) of the Exchange Act (the time at which Sub first accepts any Shares for payment pursuant to the Offer being referred to herein as the “Acceptance Time”). The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the Offer Conditions. Parent expressly reserves the right to waive any of the Offer Conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof), (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Shares sought in the Offer, (iv) waive or change the Minimum Condition, (v) impose additional conditions to the Offer or amend any of the Offer Conditions so as to broaden the scope of such Offer Condition, (vi) extend the Offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension (in accordance with this Section 1.1), if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth in Sections 1.1(b) and 1.1(c), or (vii) otherwise amend any other term or condition of the Offer in a manner materially adverse to the holders of Shares. (b) The Company will not, nor will it permit any of its Subsidiaries Offer shall initially be scheduled to expire on the twenty-first (21st) business day following the Commencement Date (calculated as defined belowset forth in Rule 14d-1(g)(3) to, tender into and Rule 14e-1(a) under the Offer any Shares beneficially owned by itExchange Act). For purposes of Notwithstanding anything to the contrary contained in this Agreement, "Subsidiary" meansbut subject to the parties’ respective termination rights set forth in Section 8.1, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporationif, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or as of which the Offer is scheduled to expire, any Offer Condition is not satisfied and has not been validly waived, then Sub may extend the Offer on one or more occasions, for additional successive periods of its Subsidiaries or up to twenty (20) business days per extension (with the length of such periods to be determined by Parent) until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived, and (ii) in ), Sub shall extend the case of a limited liability companyOffer for any period required by any rule, partnership regulation or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority interpretation of the partnership United States Securities and Exchange Commission (“SEC”), or other ownership interests are the staff thereof, applicable to the Offer. In addition to the foregoing, Sub also may provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act if, as of the Expiration Date, all of the Offer Conditions have been satisfied or, to the extent permitted, waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company’s stockholders in accordance with the DGCL. (c) Subject to the parties’ respective termination rights set forth in Section 8.1, if, at the time owned as of which the Offer is scheduled to expire, any Offer Condition has not been satisfied or has not been validly waived and there has not been an Adverse Recommendation Change, then, if so requested by the Company by written notice at least two (2) business days prior to the date the Offer is then scheduled to expire, Sub shall extend the Offer for up to two (2) successive periods of ten (10) business days per extension period, until all of the Offer Conditions have been satisfied or, to the extent permitted, validly waived. (d) On the date of commencement of the Offer, Parent and Sub shall file with the SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall include, as exhibits, the Offer to Purchase and a related form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the “Offer Documents”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the Company Board Recommendation referred to in Section 3.20(a). Parent and Sub agree to take commercially reasonable steps to cause the Offer Documents to be filed with the SEC and, subject to the Company’s compliance with Section 1.2(c), disseminate the Offer Documents to holders of Shares, in each case as and to the extent required by applicable Law. Parent and Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable Law. The Company shall be given a reasonable opportunity to review and comment on the Schedule TO and any amendment thereto before it is filed with the SEC, and Parent and Sub shall include all additions, deletions or changes thereto suggested by the Company and its legal counsel that Parent reasonably determines to be appropriate. In addition, Parent and Sub agree to provide the Company with any comments, whether written or oral, that Parent, Sub or their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its staff with respect to the Offer Documents, promptly upon receipt of such Person and/or one comments, and any written or more oral responses thereto, and the Company shall have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form, and Parent and Sub shall incorporate in each response those views and comments of the Company and its Subsidiaries. For purposes legal counsel related thereto that Parent reasonably determines to be appropriate. (e) Parent shall provide or cause to be provided to Sub as promptly as practicable following the expiration of this Agreementthe Offer and any subsequent offering period, "Person" means any individualas applicable, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityall funds necessary to pay for those Shares that have been validly tendered and not withdrawn pursuant to the Offer and that Sub is obligated to accept for payment pursuant to the Offer and permitted to accept for payment under applicable Law.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 11.01 and none of the provisions events set forth in paragraph (iii)(B) of Section 8.1 hereof, Sub shall, Annex I to this Agreement shall exist or have occurred and Parent shall cause Sub tobe continuing, as promptly as practicable after, (but in no event later than five business days from, ten Business Days) after the date of this Agreement, Merger Sub shall commence an offer (within the meaning of Rule 14d-2 under the ▇▇▇▇ ▇▇▇) the Offer. Parent and the Company shall coordinate on determining the Offer Commencement Date pursuant to purchase for cash (as it may the foregoing to be amended a date such that the Company is in accordance a position to file the Schedule 14D-9 on the Offer Commencement Date, concurrently with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), filing of the Company outstanding immediately prior to the consummation of the Schedule TO by Parent and Merger Sub. The Offer (the "Shares"), shall be subject only to the conditions set forth in Exhibit A Annex I hereto (the "“Offer Conditions"”), at a price . The date on which Merger Sub commences the Offer is referred to as the “Offer Commencement Date”. (b) Merger Sub expressly reserves the right to waive any of $19.50 (the "Offer Price") per Share, net Conditions and to make any change in the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant terms of or conditions to the Offer and not withdrawn inconsistent with this Agreement; provided that, without the prior written consent of the Company, Merger Sub shall not: (i) decrease the Offer Price; (ii) change the amount or form of consideration to be paid in the Offer; (iii) decrease the number of Shares sought in the Offer; (iv) impose conditions to the Offer in addition to those set forth in Annex I or modify the conditions set forth in Annex I; (v) terminate, accelerate, limit or extend the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend in any manner other than in accordance with the terms and conditions of the OfferSection 2.01(d); or (vi) otherwise amend, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share modify or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes supplement any of the Offer Conditions or imposes additional conditions to the Offer or amends any other term terms of the Offer in either case in any a manner that is, or would reasonably be expected to be, adverse to the holders of the Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, other than Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Merger Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (bc) The Company will notOffer shall expire at one minute after 11:59 p.m. (New York City time) on the date that is 20 Business Days (calculated as set forth in Rule 14d-1(g)(3) under the ▇▇▇▇ ▇▇▇) after the Offer Commencement Date (the “Expiration Time”), nor will it permit any unless the period of its Subsidiaries (as defined below) time for which the Offer is open shall have been extended pursuant to, tender into and in accordance with, the Offer any Shares beneficially owned by it. For purposes provisions of this Agreement, "Subsidiary" meansAgreement (in which case the term “Expiration Time” shall mean the earliest time and date that the Offer, as to any Person (as defined belowso extended, may expire), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 7, as promptly as reasonably practicable, and in any event no later than July 25, 2022 (subject to the provisions of Company having timely provided any information required to be provided by it pursuant to Section 8.1 hereof1.2), Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The obligations of Purchaser, and of Parent to cause Purchaser, to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject to (i) the satisfaction of the Minimum Condition (as promptly as practicable after, but defined in no event later than five business days fromExhibit D hereto) and (ii) the satisfaction or waiver by Purchaser of each of the other conditions set forth in Exhibit D hereto (together with the Minimum Condition, the date “Offer Conditions”). The obligation of this AgreementPurchaser to accept for payment shares of the Shares (other than Excluded Shares) validly tendered (and not validly withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of each of the Offer Conditions (and shall not be subject to any other conditions). Purchaser expressly reserves the right, commence an offer in its sole discretion, to purchase for cash (as it may be amended in accordance A) increase the Offer Price by increasing the Cash Consideration, (B) waive any Offer Condition or (C) amend, modify or supplement any of the other terms or conditions of the Offer prior to the Acceptance Time to the extent not inconsistent with the terms of this Agreement, the "Offer") all shares of common stockexcept that, par value $0.25 per share (the "Company Common Stock")unless otherwise provided by this Agreement, of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which Purchaser shall not (i1) decreases reduce the price Offer Price or increase the Offer Price by an increment of less than $0.25 per Share or changes share, (2) change the form of consideration payable in the Offer, (ii3) decreases reduce the number of Shares soughtsought to be purchased in the Offer, (4) waive, amend or change the Minimum Condition or the condition set forth in clause (iiig) changes any of the Conditions or imposes additional conditions Exhibit D, (5) add to the Offer Conditions, (6) extend the expiration of the Offer except as required or amends permitted by Section 1.1(b), (7) provide for any other “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act or (8) amend, modify or supplement any Offer Condition or any term of the Offer set forth in either case this Agreement in any a manner adverse to the holders of Shares (it being understood or that extensions would, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Offer as contemplated by or prevent, materially delay or impair the ability of Parent or Purchaser to consummate the Offer, the Merger or the other Contemplated Transactions. (b) The Offer shall initially be scheduled to expire at midnight (New York City time) on the date that is 20 Business Days (for this Section 1.1(apurpose calculated in accordance with Rule 14d-1(g)(3) are not adverse under the Exchange Act) after the commencement of the Offer (the “Initial Expiration Time”) or, in the event the Initial Expiration Time has been extended pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Time, or such later time to which the Initial Expiration Time has been so extended, the “Expiration Time”). Notwithstanding anything to the holders contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 7: (i) if, as of Sharesthe then-scheduled Expiration Time, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived); , Purchaser may, in its discretion (and PROVIDED, FURTHER, that without the Minimum Condition (as defined in Exhibit A hereto) is for the benefit consent of the Company or any other Person), extend the Offer for additional periods of up to 10 Business Days per extension, to permit such Offer Condition to be satisfied; and (ii) if, as of the then-scheduled Expiration Time, any Offer Condition is not satisfied (unless such condition is waivable by Purchaser or Parent and has been waived), at the request of the Company, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for additional periods specified by the Company of up to 10 Business Days per extension (or such other period as the parties may not agree), to permit such Offer Condition to be waived satisfied; provided, however, that in no event shall Parent or Purchaser (1) be required to extend the Offer beyond the earlier to occur of (x) the valid termination of this Agreement in accordance with Section 7 and (y) the End Date (such earlier occurrence, the “Extension Deadline”) or (2) be permitted to extend the Offer beyond the Extension Deadline without the prior written consent of the Company's consent. (c) Subject to the terms of the Offer and this Agreement and the satisfaction of all of the Offer Conditions, Purchaser will accept for payment (the date and time of such acceptance, the “Acceptance Time”) and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable after the later of (i) the earliest time as of which Purchaser is permitted under the Exchange Act to accept for payment shares of Company Common Stock validly tendered (and not validly withdrawn) pursuant to the Offer and (ii) the earliest time as of which each of the Offer Conditions shall have been satisfied or waived. The On the terms and subject to the conditions of the Offer may only and this Agreement, Purchaser shall promptly after the Acceptance Time pay, or cause the Paying Agent to pay, for all shares of Company Common Stock validly tendered (and not validly withdrawn) in the Offer. (d) Parent and Purchaser shall promptly supply to the Company in writing, for inclusion in the Schedule 14D-9, all information concerning Parent and Purchaser required under applicable U.S. federal securities laws to be extended included in the Schedule 14D-9. (e) Parent shall deposit, or shall cause to be deposited, on behalf of Purchaser, with the Paying Agent, at or prior to the Acceptance Time (but in no event later than the Business Day during which the Acceptance Time occurs), all of the funds necessary to purchase any and all shares of Company Common Stock that Purchaser becomes obligated to purchase pursuant to the Offer. Unless this Agreement is terminated pursuant to Section 7.1, Purchaser shall not terminate or withdraw the Offer prior to any scheduled Expiration Time without the prior written consent of the Company or as required by law; PROVIDEDin its sole and absolute discretion. In the event this Agreement is terminated pursuant to Section 7.1, HOWEVER, Parent Purchaser shall promptly (and Sub may extend the Offer without the consent of the Company (Ain any event within one Business Day) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to following such termination terminate the Offer and PROVIDED, FURTHER, that if the Conditions are shall not satisfied or, to the extent permitted by this Agreement, waived as acquire any shares of any scheduled expiration date, Parent and Sub shall extend Company Common Stock pursuant thereto. If the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if is terminated in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied accordance with this Agreement prior to the expiration Acceptance Time, Purchaser shall promptly return, or cause any depositary acting on behalf of the sixty (60) calendar days. Upon the terms hereof and subject Purchaser to return, all tendered shares of Company Common Stock to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offertendering stockholders. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to this Agreement not having theretofore been terminated satisfy any of the conditions set forth in accordance with the provisions paragraphs (a) through (i) of Section 8.1 hereofAnnex I hereto, Sub shall, and Parent shall or shall cause Sub to, as promptly as practicable afterfollowing the date hereof, but in no event later than five business days from, after the date initial public announcement of this Agreementthe Offer, commence an (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer to purchase for cash (as it may be amended from time to time in accordance with the terms of this Agreement, the "Offer") to purchase all of the issued and outstanding shares of common stock, par value $0.25 0.005 per share (the "Company Common Stock")share, of the Company outstanding immediately prior to the consummation of the Offer (the "Shares" or "), subject only to the conditions set forth in Exhibit A hereto (the "ConditionsCommon Stock"), at a price of not less than $19.50 (the "Offer Price") 10.50 per Share, net to the seller in cash. Subject only For purposes of this Article I, the party which makes the Offer, whether Parent or Sub, shall be referred to as the Conditions, Sub shall, and Parent shall cause Sub to, "Offeror." The obligation of Offeror to accept for payment and to pay for all any Shares tendered in the Offer shall be subject only to (i) the condition that there shall be validly tendered pursuant to in accordance with the terms of the Offer and not withdrawn prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with any Shares then owned by Parent or Sub, represents at least ninety (90%) percent of the Shares outstanding on a fully-diluted basis (the "Minimum Condition"), (ii) the receipt of cash proceeds of the Financing (as promptly defined in Section 4.2(d) of this Agreement) in an amount sufficient to consummate the transactions contemplated hereby pursuant to the terms of the Commitments (as practicable defined in said Section 4.2(d)) or such other terms as Parent and the Company shall agree or as are not materially more onerous than as set forth in the Commitments (the "Financing Condition") and (iii) the other conditions set forth in Annex I hereto. Offeror expressly reserves the right in its sole discretion to waive any such condition (including the Minimum Condition, provided that no such waiver of the Minimum Condition shall decrease the Minimum Condition to less than sixty-six and two-thirds (66 2/3%) percent), to increase the price per Share payable in the Offer, to extend the Offer and to make any other changes in the terms and conditions of the Offer; provided, however, that unless -------- ------- previously approved by the Company in writing, Offeror will not (i) decrease the price per Share payable in the Offer, (ii) decrease the maximum number of Shares to be purchased in the Offer, (iii) impose conditions to the Offer in addition to those set forth in Annex I hereto, (iv) change the conditions to the Offer in any material respect adverse to the Company, (v) except as provided in the next sentence, extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) amend any other term of the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, Offeror may, without the consent of the Company, (i) extend the Offer beyond any scheduled expiration date (the initial scheduled expiration date being 20 business days following commencement of the Offer) for a period not to extend beyond July 31, 1998, if at any scheduled expiration date of the Offer, any of the conditions to Offeror's obligation to accept for payment, and pay for, Shares (including, with respect to the Financing Condition, the consummation of the sale of the Senior Notes (as defined in Section 4.2(d)) shall not be satisfied or waived, until such time as such conditions are satisfied or waived and (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. Sub expressly reserves the right to amend The limitations regarding the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable as set forth in the Offersecond preceding and the immediately preceding sentences, (iishall not be applicable in the event this Agreement is terminated pursuant to Section 8.1(d) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions this Agreement. Subject to the Offer or amends any other term terms and conditions of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub Offeror shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment , and purchase pay for, all Shares validly tendered and not withdrawn prior pursuant to the Offer that Offeror becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after expiration of the Offer, subject to compliance with Rule 14e-1(c) under the Exchange Act. Subject to the terms and conditions of the Offer, Parent and Sub will each use its reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the Offer. (b) As soon as practicable on the date of the commencement of the Offer, Offeror shall file with the SEC a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which will contain the offer to purchase and form of the related letter of transmittal and summary advertisement (together with any supplements or amendments thereto and including exhibits thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with applicable federal securities laws and any other applicable laws. Parent, Offeror and the Company each agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect. Offeror will take all steps necessary to cause the Offer Documents as so corrected 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 and any other applicable laws. The Company and its counsel shall be given an opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC; provided that Offeror will notattempt to give the Company and its counsel as much time prior to filing to so review and comment as Offeror believes is reasonably practicable under the circumstances. Offeror will provide the Company and its counsel with any comments Offeror and its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. In the event that the Offer is terminated or withdrawn by Offeror, nor will it permit any Parent and Sub shall cause all tendered Shares to be returned to the registered holders of its Subsidiaries the Shares represented by the certificate or certificates surrendered to the Exchange Agent (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes in Section 3.3 of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 8.1, Merger Sub shall commence (within the provisions meaning of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer"Rule 14d-2(a) all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price"Exchange Act) per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following after the expiration date hereof (but not later than the twentieth (20th) day from and including the date of initial public announcement of this Agreement). The obligation of Merger Sub to commence the Offer. Offer shall be subject only to the condition that none of the events set forth in clause (c) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Merger Sub in their sole discretion), and the obligation of Merger Sub to accept for payment, purchase and pay for Shares validly tendered and not withdrawn pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Merger Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex A. Merger Sub expressly reserves the right to amend waive any conditions to the Offer or change the terms and conditions of the OfferOffer except that, PROVIDED that without the prior written consent of the Company, Merger Sub may not waive the condition in clause (a) of Annex A (the “Minimum Condition”) or the conditions in clause (b) of Annex A, and no amendment change in the Offer may be made which (i) decreases the price per Share or changes the form of consideration Offer Price payable in the Offer, (ii) decreases changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares soughtto be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, or (iiiiv) changes any of the Conditions or imposes additional conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in either case in any a manner adverse to the holders of Shares (it being understood that extensions Shares. Subject to the terms and conditions of the Offer as contemplated by and this Section 1.1(a) are Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Shares validly tendered and not adverse withdrawn pursuant to the holders of Shares); and PROVIDED, FURTHER, that Offer as soon as practicable after the Minimum Condition (as defined in Exhibit A hereto) is for the benefit expiration of the Company Offer (the date of acceptance for payment, the “Acceptance Date” and may not the time of acceptance for payment on the Acceptance Date, the “Acceptance Time”) or (in the case of Shares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof, in any case without interest, subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i). Parent shall provide or cause to be waived without provided to Merger Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Merger Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Company's consent. The Offer. (b) Unless extended as provided in this Agreement, the Offer may only be extended with shall expire on the prior written consent date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Company or as required by law; PROVIDEDOffer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Merger Sub may, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company Company, (Ai) extend the Offer for one or more additional consecutive periods of up to twenty (20) Business Days per extension (with the length of such periods to be determined in the sole discretion of Parent consistent with applicable Law), if at the on any then-scheduled expiration date of the Offer any of the Conditions conditions to the Offer set forth in Annex A shall not have been satisfied or waived or waived, and if this Agreement shall not have been terminated in accordance with Article VIII, and (Bii) extend the Offer for any period required by any Laws (as hereinafter defined) rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and PROVIDEDOffer. If, FURTHERat the Initial Expiration Time or subsequent expiration time related to an extension of the Offer, that if including an extension pursuant to this sentence, any of the Conditions are not satisfied or, conditions to the extent permitted by obligation of Merger Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), waived as of any scheduled expiration datethen, if requested by the Company, Merger Sub shall, and Parent and shall cause Merger Sub shall to, extend the Offer from through such time to as the Company may specify, which time for up to five (5) business days at a time (or such longer period as shall be approved by no later than the Termination Date; provided, however, that neither Merger Sub nor Parent shall have any obligation to so extend the Offer at the Company) until the earlier ’s request if either of the consummation conditions set forth in paragraph (c)(ii) or (c)(iii) of Annex A are not at such time satisfied in accordance with this Agreement. Nothing in this Section 2.1(b) shall affect or impair any termination rights under Article VIII. (c) If all of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior conditions to the expiration Offer are satisfied or waived, but the number of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior withdrawn, together with the Shares, if any, held by Parent and Merger Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Merger Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Merger Sub may (and if the Company so requests Merger Sub shall, and Parent shall cause Merger Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (bd) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with any amendments and supplements thereto, the “Offer Documents”). The Offer Documents will comply in all material respects with the applicable provisions of the Exchange Act. Parent and Merger Sub shall cause the Offer Documents to be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Merger Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if it shall have become false or misleading in any material respect or as otherwise required by applicable Law. Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given a reasonable opportunity to review and comment on the Offer Documents before they are filed with the SEC or disseminated to holders of Shares, and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Merger Sub agree to provide the Company and its counsel any Shares beneficially owned by it. For purposes of this Agreementcomments or communications, "Subsidiary" meanswhether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Parent’s or Merger Sub’s, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case may be, receipt of such comments or communications. The Company and its counsel shall be given a corporationreasonable opportunity to review any responses to such comments or communications, of which at least a majority of the outstanding shares of stock having and Parent and Merger Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of Company and its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitycounsel.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 8.01 hereof and subject to the provisions of Section 8.1 hereof, Sub shall, and Parent Buyer shall cause Merger Sub to, as promptly as practicable after, (but in no event later than five business days from, following the date public announcement of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement) to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "OfferExchange Act")) an offer to purchase all outstanding shares of common stockstock of ▇▇▇▇▇, par value $0.25 10.00 per share (the "Company ▇▇▇▇▇ Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (" or the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") 152.00 per Share, net to the seller in cashcash (the "Offer"). Subject only to the Conditionssatisfaction of the Offer Conditions (as defined below) and the terms and conditions of this Agreement, Merger Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn prior as soon as practicable under applicable law. The obligation of Merger Sub to the expiration date of consummate the Offer as promptly as practicable following and to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only those conditions set forth in Annex A hereto (the expiration date "Offer Conditions"), which are for the sole benefit of Buyer and Merger Sub and may be asserted by Buyer or Merger Sub or waived by Buyer or Merger Sub, in whole or in part, at any time and from time to time in their sole discretion. ▇▇▇▇▇ agrees that no Shares held by ▇▇▇▇▇ or any of its subsidiaries will be tendered to Merger Sub pursuant to the Offer. Merger Sub expressly reserves the right to amend the terms and conditions of the Offerwill not, PROVIDED that without the prior written consent of the Company▇▇▇▇▇, no amendment may be made which (i) decreases decrease or change the price per Share amount or changes the form of the consideration payable in the Offer, (ii) decreases decrease the number of Shares soughtsought pursuant to the Offer, or (iii) changes any of the Conditions or imposes impose additional conditions to the Offer, (iv) change the conditions to the Offer (provided, that Buyer or amends Merger Sub in their sole discretion may waive any of the conditions to the Offer) or (v) make any change to any other term provision of the Offer in either case in any manner that is materially adverse to the holders of Shares (it being understood that extensions the Shares. Merger Sub shall be entitled to extend the Offer in accordance with applicable law, but if the conditions set forth in Annex A are satisfied as of any scheduled expiration date of the Offer, the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without extended by more than ten business days in the Company's consent. The Offer may only be extended aggregate, except with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend . If the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall conditions set forth in Annex A are not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived Merger Sub as of any scheduled expiration date, Parent and Merger Sub shall may extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar twenty business days after following the original expiration date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will notOn the date of commencement of the Offer, nor will it permit any of its Subsidiaries Buyer and Merger Sub shall file or cause to be filed with the Securities and Exchange Commission (as defined belowthe "SEC") to, tender into a Tender Offer Statement on Schedule 14D-1 with respect to the Offer any Shares beneficially owned by it. For purposes of this Agreement(together with all amendments and supplements thereto, the "Subsidiary" means, as to any Person (as defined belowSchedule 14D-1"), which shall contain the offer to purchase and related letter of transmittal and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any corporationsupplements or amendments thereto, limited liability companythe "Offer Documents"). ▇▇▇▇▇ and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Buyer and Merger Sub agree to provide ▇▇▇▇▇ with, partnership and to consult with ▇▇▇▇▇ regarding, any comments that may be received from the SEC or joint venture, whether now existing or hereafter organized or acquired: (i) in its staff with respect to the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer Documents promptly after receipt thereof.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 7.1 and none of the provisions events set forth in Annex A hereto shall have occurred and be continuing (and shall not have been waived by Purchaser or Merger Sub), Merger Sub shall commence (within the meaning of Section 8.1 hereofRule 14d-2 under the Securities Exchange Act of 1934, Sub shallas amended (together with the rules and regulations promulgated thereunder, and Parent shall cause Sub to, the “Exchange Act”)) the Offer as promptly as reasonably practicable afterafter the date hereof, but in no event later than five (5) business days from, from the date of this Agreement, commence an offer to purchase for cash and the Offer shall remain open at least twenty (20) business days (as it may be amended defined in accordance with the terms of this Agreement, the "Offer"Rule 14d-1(g)(3) all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation Exchange Act) from commencement of the Offer (the "Shares"“Initial Expiration Date”), subject only . The obligation of Merger Sub to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and to pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries Offer (as defined belowit may be extended in accordance with the requirements of this Section 1.1(a)) to, tender into shall be subject only to the satisfaction or waiver by Purchaser or Merger Sub of the following conditions: (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock that represents a majority of all outstanding shares of Common Stock that are not Beneficially Owned by Purchaser, Merger Sub or any Shares beneficially owned by itPurchaser Affiliate (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. For purposes of this Agreement, "Subsidiary" meansthe term “Purchaser Affiliate” shall mean any person or entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Purchaser or its officers or directors and the term “Beneficially Owned or “Beneficially Own” shall include but is not limited to shares of Common Stock that any person or entity, directly or indirectly, through any written or oral agreement, arrangement, relationship, understanding or otherwise with Purchaser or a Purchaser Affiliate, has or shares the power to vote, direct the power to vote, or direct the voting of, or has or shares the power to dispose of, or direct the disposition of, and includes, but is not limited to, the currently exercisable right to acquire Common Stock through the exercise of options, warrants, or rights on the conversion of convertible securities into shares of Common Stock; provided that the term Beneficially Owned for purposes of this Section 1.01(a) shall not include shares of Common Stock that are subject to the rights of the Purchaser and Merger Sub pursuant to the Shareholders Agreement or the Stock Option Agreement. Subject to the prior satisfaction or waiver by Purchaser or Merger Sub of the Minimum Condition and the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Merger Sub shall not, and Purchaser shall cause Merger Sub not to, decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Shares sought in the offer, impose additional conditions to the Offer, extend the Offer beyond the Initial Expiration Date except as set forth below, purchase any Shares pursuant to the Offer or otherwise unless the shares purchased equal or exceed that number of shares of Common Stock that satisfy the Minimum Condition or amend any Person other condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company (as defined belowsuch consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, any corporationMerger Sub may, limited liability companywithout the consent of the Company, partnership or joint venture, whether now existing or hereafter organized or acquired: prior to the termination of this Agreement (i) in the case of a corporationif, of which at least a majority any scheduled expiration of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority Offer any of the board of directors of conditions to Merger Sub’s obligation to accept Shares for payment shall not be satisfied or waived (including without limitation the Minimum Condition), extend the Offer beyond the then applicable expiration date thereof for a time period reasonably necessary to permit such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries condition to be satisfied, or (ii) in extend the case of a limited liability companyOffer for any period required by any rule, partnership regulation or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority interpretation of the partnership United States Securities and Exchange Commission (“SEC”), or other ownership interests are the staff thereof, applicable to the Offer or (iii) if, at any scheduled expiration of the time owned by such Person and/or Offer, the number of shares of Common Stock that shall have been validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition but represents less than 90% of the shares of Common Stock outstanding, extend the Offer (one or more times) for an aggregate additional period of not more than 20 business days. Merger Sub may also, without the consent of the Company but only after the Minimum Condition is satisfied, extend the Offer in accordance with Rule 14d-11 under the Exchange Act. 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, without the consent of the Company. (b) As promptly as practicable on the date of commencement of the Offer, Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the “Offer Documents”). Purchaser and Merger Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Merger Sub will cause the 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 Subsidiariescounsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. For purposes In addition, Purchaser and Merger Sub agree to provide the Company and its counsel with any comments, whether written or oral, that Purchaser or Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of this Agreement, "Person" means such comments and to consult with the Company and its counsel prior to responding to any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitysuch comments. (c) Purchaser and Merger Sub will file with the Commissioner of Commerce of the State of Minnesota and deliver to the Company any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and will disseminate to the shareholders of the Company the information specified in Section 80B.03 of the Minnesota Statutes.

The Offer. (a) Subject to the conditions of this Agreement not having theretofore been terminated including those set forth in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub toAnnex A hereto, as promptly as practicable afterpracticable, but in no event later than five the fifth business days from, day following the date initial public announcement of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, Agreement (which shall occur as promptly as practicable but in no event later than 24 hours after the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"execution hereof), Acquisition Sub shall commence (within the meaning of Rule 14d-2(a) of the Company outstanding immediately prior Exchange Act) the Offer to the consummation purchase all of the Offer (outstanding Shares at the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, Per Share Amount net to the seller in cash. Subject only The obligation of Acquisition Sub to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer shall be subject to the condition that a number of Shares representing not less than a majority of the Company's outstanding Shares (on a fully diluted basis excluding any Employee Options (as defined in Section 2.8) which are not exercisable as of the date of such calculation) shall have been validly tendered and not withdrawn prior to the expiration date of the Offer as promptly as practicable (the "Minimum Condition"), and the obligation of Acquisition Sub to ----------------- commence the Offer and accept for payment and pay for Shares tendered pursuant to the Offer shall be subject to the other conditions set forth in Annex A hereto. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Rule 14-1(c)(6) under the Exchange Act). If, on any scheduled expiration date of the Offer, the conditions set forth in clauses (ii), (iii) or (iv) of Annex A have not been satisfied or waived, at the written request of the Company, Acquisition Sub shall, from time to time, extend the expiration date of the OfferOffer for the period set forth in such written requests. It is agreed that the Minimum Condition and the other conditions set forth in Annex A hereto are for the sole benefit of Acquisition Sub and may be asserted by Acquisition Sub regardless of the circumstances giving rise to any such condition. Acquisition Sub expressly reserves the right in its sole discretion to amend waive, in whole or in part at any time or from time to time, any such condition, to increase the price per Share payable in the Offer or to make any other changes in the terms and conditions of the Offer, PROVIDED that without provided that, unless previously approved by the consent of the CompanyCompany in writing, no amendment -------- change may be made which (i) that decreases the price per Share or payable in the Offer, changes the form of consideration payable in the Offer, (ii) decreases reduces the maximum number of Shares soughtto be purchased in the Offer, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term in addition to those set forth in Annex A hereto, changes the expiration date of the Offer in either case or otherwise amends, adds or waives any term or condition of the Offer in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); , and PROVIDEDprovided, FURTHERfurther, that Acquisition Sub shall not waive the Minimum -------- ------- Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDEDCompany. Notwithstanding the foregoing, HOWEVERAcquisition Sub may, Parent and Sub may extend the Offer without the consent of the Company Company, (Ai) extend the Offer, if at the scheduled expiration date of the Offer any of the Conditions shall conditions to Acquisition Sub's obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived, (ii) extend the Offer for a period of not more than 5 business days beyond the expiration date that would otherwise be permitted under clause (i) of this sentence, if on the date of such extension (x) less than 90% of the Shares on a fully diluted basis have been satisfied or validly tendered and not properly withdrawn pursuant to the Offer and (y) Acquisition Sub has permanently waived or all of the conditions to the Offer set forth in Annex A (Bother than the conditions set forth in clause (v)(b) of Annex A) and (iii) extend the Offer for any period required by any Laws regulation, rule, interpretation or position of the Securities and Exchange Commission (as hereinafter defined"SEC") or the staff thereof applicable to the Offer. On the terms and --- subject to the conditions of the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration dateAcquisition Sub shall, and Parent and shall cause Acquisition Sub shall extend the Offer from time to time to, pay for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior pursuant to the Offer that Acquisition Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer and in any event no later than the close of business on the business day following the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into . Notwithstanding anything to the Offer any Shares beneficially owned by it. For purposes of contrary contained in this Agreement, "Subsidiary" means, as Parent and Acquisition Sub shall not be required to commence the Offer in any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (jurisdiction other than stock having such voting power solely by reason the United States of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityAmerica.

The Offer. (a) Subject to this The Merger Agreement not having theretofore been terminated in accordance with provides that Purchaser will commence the provisions of Section 8.1 hereofOffer and that, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with upon the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), and subject to prior satisfaction or waiver of the Company outstanding immediately conditions of the Offer, Purchaser will purchase all Shares validly tendered and not properly withdrawn pursuant to the Offer. The Offer is conditioned upon, among other things, there being tendered and not withdrawn prior to the consummation Expiration Date a number of Shares which, together with any Shares beneficially owned by Parent or Purchaser, represent a majority of Shares then outstanding on a Fully Diluted Basis. The Merger Agreement provides that, without the written consent of the Company, Purchaser will not decrease the Offer Price, change the form of consideration to be paid in the Offer, reduce the maximum number of Shares to be purchased in the Offer or the Minimum Condition, impose additional conditions to the Offer or amend any condition of the Offer (the "Shares"), subject only in a manner adverse to the holders of Shares. Additionally, the Merger Agreement provides that if all conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net are not satisfied or waived prior to the seller in cashscheduled Expiration Date, Purchaser will extend the Expiration Date of the Offer from time to time for the shortest time periods permitted by law and which it reasonably believes are necessary, until the earlier to occur of (i) such time as such conditions are satisfied or waived, and (ii) July 15, 1999; and that notwithstanding the prior satisfaction of all conditions, Purchaser may extend the Offer for up to ten days after the initial scheduled Expiration Date. Subject only Purchaser will, on the terms and subject to the Conditions, Sub shall, and Parent shall cause Sub toprior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not properly withdrawn prior to the expiration date of the Offer as promptly soon as practicable following the after expiration date of the Offer. Sub expressly reserves The Merger. Following the right consummation of the Offer, the Merger Agreement provides that, subject to amend the terms and conditions thereof, and in accordance with the DGCL, as soon as practicable, Purchaser will be merged with and into the Company. As a result of the OfferMerger, PROVIDED that without the consent separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation. The obligations of each of Parent and Purchaser, on the one hand, and the Company, no amendment may be made which (i) decreases on the price per Share or changes other hand, to effect the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions Merger are subject to the Offer satisfaction on or amends any other term of the Offer in either case in any manner adverse prior to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition Closing Date (as defined in Exhibit A heretothe Merger Agreement) is for the benefit of each of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company following conditions: (Ai) if at the scheduled expiration date of the Offer any of the Conditions Purchaser shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase purchased all Shares validly tendered and not withdrawn prior pursuant to the expiration Offer; (ii) if required by applicable law, the Merger shall have been approved and adopted by the requisite vote of the Offer. holders of Shares; (biii) The Company will notno statute, nor will it permit rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or enforced by any court or other tribunal or governmental body or authority which prohibits the consummation of its Subsidiaries the transactions contemplated by the Merger Agreement substantially on the terms contemplated thereby; and (as defined belowiv) to, tender into any waiting periods applicable to the Offer any Shares beneficially owned by itconsummation of the Merger under the HSR Act shall have expired or been terminated. For purposes At the Effective Time of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: the Merger (i) in each issued and outstanding Share (other than Dissenting Shares, any Shares that are owned by the case Company or any wholly owned subsidiary of a corporationthe Company, and any Shares owned by Parent or any wholly owned subsidiary of which Parent) will be converted into the right to receive the Merger Consideration, and (ii) each issued and outstanding share of capital stock of Purchaser will be converted into one share of common stock of the Surviving Corporation. The Company Board. The Merger Agreement provides that upon the purchase and payment by Parent or Purchaser of Shares representing at least a majority of the outstanding shares Shares on a Fully Diluted Basis, Parent shall be entitled to designate such number of stock having directors (rounded up to the next whole number) on the Company Board so that the percentage of directors that are Parent's nominees equals the percentage of outstanding Shares beneficially owned by Parent and its affiliates; and that the terms thereof ordinary voting power Company shall, at such time, upon the request of Purchaser, promptly use its best efforts to elect a majority take all action necessary to cause such persons designated by Parent to be elected to the Company Board, either by increasing the size of the Company Board or securing resignations of incumbent directors, or both. At such time, the Company shall also cause persons designated by Parent to constitute at least the same percentage (rounded up to the next whole number) as is on the Company Board of (i) each committee of the Company Board, (ii) each board of directors (or similar body) of such corporation (other than stock having such voting power solely by reason each subsidiary of the happening Company and (iii) each committee (or similar body) of any contingency) is at each such subsidiary board of directors. The Merger Agreement further provides that, notwithstanding the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority provisions of the partnership or other ownership interests are foregoing paragraph, until the Effective Time of the Merger, the Company Board shall include at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.least two directors who were 21

The Offer. (a) Subject Promptly following the execution and delivery of this Agreement, Purchaser shall amend, and Purchaser shall cause Merger Sub to amend, the Existing Offer to increase the purchase price for the Offer to $13.50 per Share (such amount or any greater amount per Share paid pursuant to the Offer being hereinafter referred to as the "OFFER PRICE"), subject to any applicable withholding for Taxes (as such term is defined in Section 2.14(d)), net to the seller in cash. For the avoidance of doubt, the parties hereto agree that restricted stock of the Company ("RESTRICTED STOCK") may be tendered in the Offer and be acquired by Merger Sub pursuant to the Offer. (b) Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof7.1, Sub shallPurchaser shall amend, and Parent Purchaser shall cause Merger Sub toto amend, the Offer to Purchase as promptly soon as practicable afterafter the date hereof, but in no event later than five (5) business days from(as defined in Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "EXCHANGE ACT")) from the date of this Agreement, commence an offer to purchase reflect the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto and other related terms and Purchaser and Merger Sub shall cause the Offer to remain open for cash a period through March 16, 2007 (as it may be amended in accordance with the "EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement, the "Offer") all shares . The obligation of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior Merger Sub to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and to pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries Offer (as defined below) to, tender into it may be extended in accordance with the Offer any Shares beneficially owned by it. For purposes requirements of this AgreementSection 1.1(b)) shall be subject only to the satisfaction (or, "Subsidiary" meansin the case of clause (ii) below, as to any Person (as defined below), any corporation, limited liability company, partnership the satisfaction or joint venture, whether now existing waiver by Purchaser or hereafter organized or acquiredMerger Sub) of the following conditions: (i) in there being validly tendered and not withdrawn prior to the case expiration of a corporationthe Offer that number of shares of Common Stock which, together with any shares of which Common Stock then owned by Purchaser, Merger Sub or any affiliates thereof, represents at least a majority of the outstanding total number of shares of stock having by Common Stock outstanding on a fully-diluted basis (the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or "MINIMUM CONDITION"); and (ii) the other conditions set forth in Annex A hereto. Subject to the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority prior satisfaction of the partnership Minimum Condition and the satisfaction or waiver by Purchaser or Merger Sub of the other ownership interests are at conditions of the time owned Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by such Person and/or one or more means of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.the Offer to

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 8.01 and none of the provisions of Section 8.1 hereofevents or circumstances set forth in Annex A hereto shall have occurred or be existing, Sub shallPurchaser agrees to, and Parent shall agrees to cause Sub Purchaser to, commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer as promptly as reasonably practicable afterafter the date hereof, but in no event later than five business days from, after the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), first public announcement of the Company outstanding immediately prior execution hereof. Parent and Purchaser agree that the right and obligation of Purchaser to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior shall be subject to the expiration date of conditions (the "Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED Conditions") that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute at least 51% of the then outstanding Shares determined on a fully diluted basis (assuming the exercise of all options to purchase Shares and the conversion or exchange of all securities convertible or exchangeable into Shares but not assuming the conversion of the Nonvoting Shares into Shares) at the expiration of the Offer (the "Minimum Condition") and (ii) the other conditions set forth in Annex A shall have been satisfied. 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 Parent and Purchaser agree that no change may be made without the consent of the Company which decreases the Offer Price, which changes the form of consideration to be paid in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which alters the terms of the Minimum Condition, which waives the Minimum Condition, which otherwise modifies or amends the conditions to the Offer or any other term of the Offer in a manner that is adverse to the holders of the Shares or Nonvoting Shares, which imposes conditions to the Offer in addition to those set forth in Annex A hereto or, except as provided in the next sentence, which extends the expiration date of the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, so long as this Agreement has not been terminated in accordance with its terms, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (iii) if all Offer Conditions are satisfied or waived but the number of Shares tendered is at least equal to 85%, but less than 90%, of the then outstanding number of Shares, extend the Offer for any reason on one or more occasions for an aggregate period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence and (iv) extend the Offer until July 2, 1999 unless (A) the event of default which would arise under Section 8.1(j) of the Loan Agreement (as defined below) because of Purchaser's purchase of Shares pursuant to the Offer has been waived or (B) the termination fee under Section 10.2(e) of the Loan Agreement has been reduced to $1.25 million or less (provided, that if Purchaser extends the Offer pursuant to this clause (iv), Purchaser shall be deemed to have irrevocably waived the condition set forth in paragraph (d) of Annex A, insofar as such paragraph relates to representations and warranties of the Company, and the condition set forth in paragraph (e) of Annex A), in the case of each of clauses (i) through (iv), subject in each case to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Purchaser agree that if at any scheduled expiration date of the Offer, the Minimum Condition, the HSR Condition (as defined in Annex A) or the condition set forth in paragraph (d) of Annex A shall not have been satisfied, but at such scheduled expiration date all the conditions set forth in paragraphs (a), (b), (c), (e), (f), (g) and (h) shall then be satisfied, at the request of the Company (confirmed in writing), Purchaser shall extend the Offer from time to time, subject to the right of Parent, Purchaser or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Purchaser shall, and Parent shall cause Purchaser to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to accept for payment and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer, and in any event in compliance with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. The Offer Price shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Offer Conditions. Parent shall not, and shall cause Purchaser not to, cause the Offer to expire unless Parent terminates this Agreement prior to or on the date of the expiration of the Offer. (b) The Company Parent and Purchaser agree, subject to the terms and conditions set forth herein, that, as soon as reasonably practicable on the date of commencement of the Offer, Parent and Purchaser will notfile with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, nor the "Schedule 14D-1") with respect to the Offer. Parent and Purchaser agree that the Schedule 14D-1 will it permit contain or will incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any of its Subsidiaries related summary advertisement (as defined below) tothe Schedule 14D-1, tender into the Offer any Shares beneficially owned by itto Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). For purposes of this Agreement, "Subsidiary" means, as Parent and Purchaser will take all steps necessary to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: ensure that the Offer Documents (i) will comply in all material respects with the case provisions of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or applicable federal and state securities laws and (ii) will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which they are made, not misleading. Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the case Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of a limited liability company, partnership or joint ventureShares, in which such Person each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or Subsidiary dissemination to stockholders of the Company. Each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents and written statements describing telephone conversations with the SEC or its staff with respect to the Offer Documents promptly after the receipt of such Person is a managing member, general partner comments or joint venturer or of which a majority of such conversations and to cooperate with the partnership or other ownership interests are at Company and its counsel in responding to any such comments. Parent and Purchaser agree to use their reasonable best efforts to respond promptly to the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitySEC.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been --------- terminated in accordance with Section 7.1 and none of the provisions of Section 8.1 hereof, Sub shall, and Parent events set forth in Annex A hereto (other than the events set forth in clause (g) thereof) shall cause Sub tohave occurred or be continuing, as promptly as practicable after, (but in no event later than five business days fromfrom the public announcement of the execution hereof), Merger Sub shall commence (within the date meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, commence as amended (the "EXCHANGE ACT")) an offer (the "OFFER") to purchase for cash (as it may be amended in accordance with all of the terms of this Agreement, the "Offer") all issued and outstanding shares of common stockCommon Stock, par value $0.25 .01 per share (each a "SHARE" and, collectively, the "Company Common StockSHARES" or the "COMPANY COMMON STOCK"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions")Company, at a price of $19.50 (the "Offer Price") 55.50 per Share, net to the seller in cashcash (such price, or such higher price per Share as may be paid in the Offer, the "OFFER PRICE"). Subject Merger Sub shall, on the terms and subject only to the Conditions, prior satisfaction or waiver of the conditions of the Offer set forth in Annex A hereto (except that the Minimum Condition (as defined herein) may not be waived by Parent or Merger Sub shall, and Parent shall cause Sub towithout the consent of the Company), accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of Merger Sub to accept for payment and to pay for any and all Shares validly tendered pursuant to on or before the expiration of the Offer and not withdrawn prior shall be subject only to (i) there being validly tendered and not withdrawn before the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent number of Shares which, together with any Shares beneficially owned by Parent or Merger Sub, represent at least a majority of the Company, no amendment may be made which Shares outstanding on a fully diluted basis (ithe "MINIMUM CONDITION") decreases the price per Share or changes the form of consideration payable in the Offer, and (ii) decreases the other conditions set forth in Annex A hereto (the "ADDITIONAL CONDITIONS" and, together with the Minimum Condition, the "OFFER CONDITIONS"). The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") containing the terms set forth in this Agreement and the Offer Conditions. Merger Sub shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends amend any other term or condition of the Offer in either case in any manner adverse to the holders of the Shares (it being understood that extensions or, except as provided in the next two sentences, extend the expiration date of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company Company. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer on one or more occasions for an aggregate period of not more than 20 days, if at the scheduled or extended expiration date of the Offer, the Minimum Condition shall not be satisfied, (ii) extend the Offer from time to time until the earlier to occur of (x) the satisfaction or waiver of all Offer Conditions or (y) August 31, 1998; provided, however, that notwithstanding the foregoing, if all Offer Conditions -------- ------- other than the HSR Condition (as required by law; PROVIDEDdefined in Annex A hereto) have been satisfied or waived, HOWEVERMerger Sub may, Parent and Sub may if such HSR Condition is reasonably capable of being satisfied, extend the Offer without the consent of the Company until October 31, 1998 (A) either such date, as applicable, being the "EXTENSION DATE"), if at the scheduled or extended expiration date of the Offer any of the Offer Conditions (other than the Minimum Condition) which are reasonably capable of being satisfied shall not have been be satisfied or waived or waived, (Biii) extend the Offer for any period required by any Laws rule, regulation, interpretation or position of the United States Securities and Exchange Commission (as hereinafter definedthe "SEC") or the staff thereof applicable to the Offer and PROVIDED(iv) extend the Offer on one or more occasions for an aggregate period of not more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i), FURTHER(ii) or (iii) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares on a fully diluted basis; provided, however, that if the Conditions are not satisfied orOffer is extended pursuant to this clause (iv) -------- ------- hereof, the conditions to the extent permitted Offer set forth in clauses (b), (f) or (h) of Annex A hereto shall be deemed satisfied at all times thereafter. Notwithstanding the foregoing, if requested by this Agreementthe Company, waived as of any scheduled expiration dateMerger Sub shall, and Parent and agrees to cause Merger Sub shall to, extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier to occur of (x) the satisfaction or waiver of all Offer Conditions or (y) the Extension Date if, and to the extent that, at the initial expiration date of the consummation Offer, or any extension thereof, all Offer Conditions have not been satisfied or waived and all such conditions are reasonably capable of being 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. (b) As soon as practicable on the date the Offer is commenced, Parent and Merger Sub shall file with the SEC a Tender Offer Statement on Schedule 14D- 1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-1"). The Schedule 14D-1 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 filed with the SEC and on the date first published, sent or sixty (60) calendar days 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 is made by Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders in writing for inclusion or incorporation by reference in the Offer Documents. Each of Parent and Merger Sub further agrees to take all steps necessary 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. Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees 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 or misleading in any material respect, and Merger Sub further agrees to take all steps necessary to cause the Offer Documents as so corrected 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. The Company and its counsel shall be given a reasonable opportunity to review the initial Schedule 14D-1 before it is filed with the SEC. In addition, Parent and Merger Sub agree to provide the Company and its counsel in writing with any comments or other communications that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the date hereof, receipt of such comments or other communications. (c) Parent shall provide or cause to be provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration Merger Sub all of the sixty (60) calendar days. Upon the terms hereof and subject funds necessary to the Conditions, purchase any shares of Company Common Stock that Merger Sub will accept for payment and becomes obligated to purchase all Shares validly tendered and not withdrawn prior pursuant to the expiration of the Offer. (bd) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into Upon the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority consummation of the outstanding shares Offer, Parent agrees to make a loan to the Company, on commercially reasonable terms, in an amount sufficient for the Company to make payments to holders of stock having Company Stock Options as set forth in Section 2.4 hereof, or, if such amount cannot be borrowed by the terms thereof ordinary voting power Company for any reason, to elect a majority of contribute such amount to the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityCompany.

The Offer. (a) Subject to Provided that none of the conditions set forth on Exhibit A hereto shall have occurred and be continuing, as promptly as practicable but in no event later than five business days after the date of the public announcement (on the date hereof or the following day) by Parent and the Company of this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofAgreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common StockExchange Act")), the Offer. The obligation of Sub to, and of Parent to cause Sub to, commence the Company outstanding immediately prior Offer, conduct and consummate the Offer and accept for payment, and pay for, any Shares tendered and not withdrawn pursuant to the consummation of the Offer (the "Shares"), shall be subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer PriceConditions") per Share(any of which may be waived in whole or in part by Sub in its sole discretion). Sub expressly reserves the right, net subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the seller Offer, (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, (iv) except as provided in cashthe next two sentences, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer, if at the scheduled or any extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer for up to ten business days if the Minimum Tender Condition (as defined in Exhibit A) has not been satisfied as of the scheduled expiration date of the Offer and (D) extend the Offer for any reason for up to two business days. Without limiting the right of Sub to extend the Offer pursuant to the immediately preceding sentence, in the event that (i) the Minimum Tender Condition has not been satisfied or (ii) any condition set forth in paragraph (a) of Exhibit A is not satisfied at the scheduled expiration date of the Offer, Sub shall, and Parent shall cause Sub to, extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Tender Condition or such other condition, or Parent reasonably determines that any Offer Condition is not capable of being satisfied on or prior to December 29, 1998, (y) the termination 9 4 of this Agreement in accordance with its terms and (z) December 29, 1998; provided, however, that if any person or group (within the meaning of Section 13(d)(3) of the Exchange Act) has publicly made a Takeover Proposal (as defined in Section 6.02(a)) or disclosed in writing its intention to make a Takeover Proposal, Sub shall not be required pursuant to this sentence to extend the Offer for more than 20 business days beyond the date on which such Takeover Proposal was publicly announced or such intention was disclosed if at the end of such 20 business day period the Company has given Parent a Notice of Superior Proposal with respect to the Takeover Proposal. Subject only to the Conditionsconditions set forth in Exhibit A, Sub shall, and Parent shall cause Sub to, accept for payment payment, and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offerfor, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) supplemented to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of the Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, 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) Parent shall provide or cause to be provided to Sub on a timely basis the funds necessary to purchase any and all Shares beneficially owned by it. For purposes that Sub becomes obligated to purchase pursuant to the Offer. (d) Sub shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as may be required to be deducted and withheld with respect to the making of this Agreement, "Subsidiary" meanssuch payment under the Internal Revenue Code of 1986, as to any Person amended (as defined belowthe "Code"), or under any corporationprovision of state, limited liability companylocal or foreign tax law; provided, partnership or joint venturehowever, whether now existing or hereafter organized or acquired: (i) that Sub shall promptly pay any amounts deducted and withheld hereunder to the applicable governmental authority, shall promptly file all tax returns and reports required to be filed in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors respect of such corporation (other than stock having such voting power solely by reason of deductions and withholding, and shall promptly provide to the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary Company proof of such Person is payment and a managing member, general partner or joint venturer or copy of which a majority of the partnership or other ownership interests are at the time owned by all such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitytax returns and reports.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, (but in no event later than five business days fromafter the public announcement of the execution hereof), the date Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, commence an as amended (the "Exchange Act")) a tender offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") for all of the outstanding shares of common stockCommon Stock, par value $0.25 .001 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to of the conditions set forth in Exhibit A hereto (the "Conditions"), Company at a price of $19.50 (the "Offer Price") 2.50 per Share, net to the seller in cash. Subject only to the Conditionscash (such price, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the or such higher price per Share or changes the form of consideration payable as may be paid in the Offer, (ii) decreases being referred to herein as the number of Shares sought"Offer Price"), or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares there being validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any that number of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which represents at least a majority of the Shares outstanding shares on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligations of stock having the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) set forth in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, change the form of consideration payable in the Offer, or modify or change any of the conditions set forth in Annex A hereto without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof), provided, however, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, or on any later scheduled expiration date, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, in its sole discretion, extend the expiration date for a period of not greater than 20 business days, provided further that the expiration date shall not be extended beyond March 31, 1997 without the consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof). In addition, the Offer Price may be increased, and the Offer may be extended, but not beyond March 31, 1997, but only to the extent required by law in connection with such increase in each case without the consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the Minimum Condition and the other conditions set forth in Annex A hereto, as the same may be amended in compliance with the terms hereof, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law on any scheduled expiration date; provided, however, that if, immediately prior to such expiration date of the Offer, the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares, the Purchaser may extend, but not beyond March 31, 1997, the Offer for a period not to exceed twenty business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "Person" means SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any individualamendments and supplements thereto, corporationthe "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, companyon the date filed with the SEC and on the date first published, voluntary associationsent or given to the Company's shareholders, limited liability companyshall 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, partnershipin light of the circumstances under which they were made, joint venturenot misleading, trustexcept that no representation is made by Parent or the Purchaser with respect to information furnished by the Company for inclusion in the Offer Documents. The information supplied by the Company for inclusion in the Offer Documents and by Parent or the Purchaser for inclusion in the Schedule 14D-9 (as hereinafter defined) will 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, unincorporated organization in light of the circumstances under which they were made, not misleading. Each of Parent and the Purchaser will take all steps necessary to cause the Offer Documents 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. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly 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 the Purchaser will take all steps necessary to cause the 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 given the opportunity to review the Schedule 14D-1 within a reasonable time before it is filed with the SEC and Purchaser shall reasonably consider any comments received by it from the Company or other entityits counsel within a reasonable time prior to filing the Schedule 14D-1 with the SEC. In addition, Parent and the Purchaser will provide the Company and its counsel in writing with any comments, whether written or oral, Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Parent shall provide or cause to be provided to the Purchaser on a timely basis the funds necessary to accept for payment and to pay for any Shares for which the Purchaser becomes obligated to pay pursuant to the Offer.

The Offer. (a) Subject Provided that nothing shall have occurred that would result in a failure to this Agreement not having theretofore been terminated satisfy any of the conditions set forth in accordance with Annex I hereto, the provisions Company shall commence, within the meaning of Section 8.1 hereof, Sub shall, and Parent shall cause Sub toRule 13e-4(a)(4) under the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), as promptly as practicable afterafter the date hereof, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended such term is defined in accordance with Rule 14d-1 under the Exchange Act, a "BUSINESS DAY") following the public announcement of the terms of this Agreement, the "Offer") Offer to purchase all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), Shares at a price of $19.50 14.25 per Share (the "Offer PriceOFFER PRICE") per Share), net to the seller sellers in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign income tax regulations. Subject only to the Conditionsextension of the Offer as provided below, Sub shallthe obligation of the Company to commence the Offer, to consummate the Offer and Parent shall cause Sub to, to accept for payment and to pay for all any Shares validly tendered pursuant to the Offer and not withdrawn shall be subject only to: (i) the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "MINIMUM CONDITION"), and (ii) the satisfaction or waiver of the other conditions set forth in Annex I hereto. At Buyer's request, the Company shall increase the price per Share payable in the Offer and make such other changes to the Offer as promptly Buyer may request, provided, however, that the Company will not be required to make any changes which decrease the price per Share payable in the Offer, which change the form of consideration to be paid in the Offer, which reduce the maximum number of Shares to be purchased in the Offer, which impose conditions to the Offer in addition to those set forth in Annex I hereto or which broaden the scope of such conditions. The Company shall make no other changes to the Offer or waive any conditions to the Offer or take any other action, including, without limitation, notice of acceptance of tendered Shares to the Depositary, with respect to the Offer without Buyer's prior written consent. The Offer will remain open (unless the Company, at the written request of Buyer, terminates the Offer upon the occurrence of an event in Annex I) for a period of twenty Business Days from the commencement of the Offer in accordance with applicable law (the "EXPIRATION DATE") unless the Company, at the request of Buyer, extends the period of time for which the Offer is open as practicable following may be permitted or required by this Agreement, or applicable laws in which case the term "Expiration Date" will mean the latest time and date at which the Offer as so extended by the Company expires. Notwithstanding the foregoing, the Company shall extend the Offer at any time up to the Outside Termination Date (as defined in Section 10.01) for one or more periods of not more than an aggregate of 10 Business Days, if at the initial expiration date of the Offer, or any extension thereof, the condition to the Offer requiring the expiration or termination of any applicable waiting periods under the HSR Act (as defined in Section 4.03) is not satisfied or required. Sub expressly reserves In addition, the right Offer Price may be increased and the Offer may be extended to amend the extent required by law in connection with such increase in each case only at the request of Buyer. The Company shall, at Buyer's request, extend the Offer beyond the initial Expiration Date for a period of up to 10 Business Days, if, on the date of such extension, more than 85% but less than 90% of the outstanding Shares on a fully diluted basis have been tendered. Subject to the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditionsclosing of the Stock Purchase as set forth in Article II herein, Sub will accept the Company shall pay, as promptly as practicable after expiration of the Offer, for payment and purchase all Shares validly tendered and not withdrawn prior withdrawn. Notwithstanding the foregoing, the Company shall not be required to consummate the expiration Offer or pay the Offer Price for the Shares tendered unless it shall have received the proceeds from the sale of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into Buyer Shares and the Financing or other funds arranged for by Buyer in an amount which shall be equal to or greater than the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having Price multiplied by the terms thereof ordinary voting power to elect a majority number of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityShares tendered.

The Offer. (a) Subject Provided that nothing shall have occurred that, had the Offer referred to this Agreement not having theretofore below been terminated commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub toAnnex I hereto, as promptly as reasonably practicable afterafter the public announcement of the terms of this Agreement, but in no event later than five business days from, one week after the date hereof, Acquisition shall (and Parent shall cause Acquisition to) commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934 (the "Exchange Act")), commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") for all of the outstanding shares of common stock, par value $0.25 .01 per share (the "Company Common Stock")share, of the Company outstanding immediately prior to the consummation of the Offer (individually a "Share" and collectively, the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), ) at a price for each Share of $19.50 16.00, net to the seller in cash (the "Offer Price") per Share, net ). The obligation of Acquisition to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that at least two-thirds of the Shares on a fully- diluted basis, together with the Shares then owned by Parent and/or Acquisition, (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested Company Stock Options that vest prior to the Effective Time, but excluding any Shares held by the Company or any of its subsidiaries) be validly tendered (the "Minimum Condition"), and (ii) the other conditions set forth in Annex I hereto. Acquisition expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that (i) the Minimum Condition may be amended or waived only with the prior written consent of the Company and (ii) no change may be made that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, extends the expiration date of the Offer beyond the initial expiration date of the Offer (except as provided in (b), below) or makes any other change which is adverse to the holders of the Shares. Subject to satisfaction of the conditions contained in Annex I, Acquisition shall accept for payment all Shares validly tendered pursuant to the Offer as soon as it is permitted to do so under applicable law and not withdrawn prior shall pay for such Shares promptly thereafter. (b) The Offer shall initially be scheduled to expire 20 business days following the commencement thereof. If, at a then-scheduled expiration date, the conditions to the expiration date Offer have not been satisfied (other than conditions which are not capable of being satisfied), Acquisition may extend the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right from time to amend the terms and conditions of the Offertime until December 31, PROVIDED that 2000, without the consent of the Company, for such amount of time as is reasonably necessary to cause such Offer Conditions to be satisfied, no amendment may be made which (i) decreases such extension to exceed ten business days. Without limiting the price per Share or changes the form right of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions Acquisition to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without pursuant to the consent of the Company (A) if immediately preceding sentence, at the scheduled request of Company, Acquisition shall, and Parent shall cause Acquisition to, extend the expiration date of the Offer in one or more periods of not more than ten business days each (but in no event later than December 31, 2000), if (i) any of the Conditions conditions set forth in Annex I shall not have been satisfied or waived at the scheduled or extended expiration date of the Offer, (Bii) such condition is reasonably capable of being satisfied, and (iii) Company is in material compliance with all of its covenants in this Agreement, subject to the cure provisions of paragraph (b)(ii) of Annex I. Notwithstanding the foregoing, Acquisition may, without the consent of the Company, (i) extend the Offer for any period required by any Laws rule or regulation of the Securities and Exchange Commission (as hereinafter definedthe "SEC") applicable to the Offer and PROVIDED(ii) if more than 80% but less than 90% of the outstanding Shares shall have been validly tendered pursuant to the Offer as of the scheduled or extended expiration date, FURTHERextend the Offer for an aggregate period of not more than five business days beyond the latest expiration date that would otherwise be permitted under clause (i) of this sentence. (c) As soon as practicable on the date the Offer is commenced, Parent and Acquisition shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain as an exhibit or incorporate by reference the Offer to Purchase (or portions thereof) and forms of the related letter of transmittal and summary advertisement. Parent and Acquisition agree that they shall cause the Schedule TO, the Offer to Purchase and all amendments or supplements thereto (which together constitute the "Offer Documents") to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other Applicable Laws. Each of Parent, Acquisition and the Company agrees promptly to correct any information provided by it for use in the Offer Documents if the Conditions are not satisfied or, and to the extent permitted by this Agreementthat such information shall have become false or misleading in any material respect, waived as of any scheduled expiration date, and Parent and Sub Acquisition further agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall extend be given reasonable opportunity to review and comment on the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied Documents prior to the expiration of filing thereof with the sixty (60) calendar daysSEC. Upon Parent and Acquisition agree to provide in writing the terms hereof Company and subject its counsel with any comments Parent, Acquisition or their counsel may receive from the SEC or its staff with respect to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors Documents promptly after receipt of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitycomments.

The Offer. (a) Subject On the terms and subject to the conditions set forth in this Agreement not having theretofore been terminated in accordance with Agreement, as promptly as reasonably practicable after the provisions of Section 8.1 date hereof, and in any event within seven (7) Business Days (as defined in Section 9.3(b) hereof) after such date, Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as promptly as practicable after, but in no event later than five business days fromamended (including the rules and regulations promulgated thereunder, the date “Exchange Act”)) the Offer. The obligations of this AgreementMerger Sub, commence an offer and of Parent to purchase cause Merger Sub, to accept for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior payment and pay for any Shares tendered pursuant to the consummation of Offer and not validly withdrawn pursuant to the Offer (the "Shares"), shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions hereof (collectively, the “Offer Conditions”). Merger Sub may, in its sole discretion, waive any Offer Condition or modify the terms or conditions of the Offer, PROVIDED that except that, without the prior written consent of the Company, no amendment may be made which Merger Sub shall not (i) decreases reduce the price per Share or changes Offer Price, (ii) change the form of consideration payable in the OfferOffer (other than by adding consideration), (iiiii) decreases reduce the number of Shares soughtto be purchased in the Offer, (iv) waive or change the Minimum Condition (iiias such term is defined in Exhibit A), (v) changes any of the Conditions or imposes additional conditions add to the Offer Conditions or amends any other term of the Offer modify them in either case in any a manner adverse to the holders of Shares Shares, (it being understood that extensions vi) extend the expiration of the Offer except as contemplated required or permitted by Section 1.1(b), (vii) modify any term of the Offer set forth in this Section 1.1(a) are not Agreement in a manner adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (Bviii) for any period required by any Laws (abandon or terminate the Offer, except as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will notOffer shall initially expire at midnight, nor will it permit any of its Subsidiaries New York City time, on the date that is twenty (as defined below20) to, tender into the Offer any Shares beneficially owned by it. For business days (for purposes of this Agreement, "Subsidiary" means, as to any Person (as defined belowSection 1.1(b), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) business days shall be calculated in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.accordance with Rule 14d-1(g)

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, (but in any event no event later than five the tenth (10th) business days from, day after the date initial public announcement of the execution of this AgreementAgreement by Parent and the Company) Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, commence as amended (the "Exchange Act")) an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") to purchase for cash all shares of common stockthe issued and outstanding Common Stock, par value $0.25 .001 per share (referred to herein as either the "Shares" or "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions")Company, at a purchase price per Share of $19.50 4.3545 net to the seller in cash (such price per Share, or such higher price per Share, if any, as may be paid in the Offer, being referred to herein as the "Offer Price") per Share), net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with the Shares beneficially owned by Parent or Purchaser, represent at least two-thirds of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to amend any of the terms and conditions of the Offer; provided that without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof) Purchaser shall not amend or waive the Minimum Condition, decrease the Offer Price or decrease the number of Shares sought, change the form of consideration to be paid pursuant to the Offer, impose conditions to the Offer in addition to those set forth in Annex A hereto, or amend any other term or condition of the Offer in any manner adverse to the holders of the Shares or, except as provided below in this Section 1.1(a), extend the expiration date of the Offer. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Offer conditions as of any expiration date, Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is legally permitted to do so by applicable law. Notwithstanding the foregoing, Purchaser shall be entitled to extend the Offer, without the consent of the Company, if at the initial expiration of the Offer, which will be 20 business days following commencement of the Offer, or any extension thereof, any condition to the Offer is not satisfied or waived, and at the Company's request, Purchaser shall extend the Offer from time to time, until June 19, 2001 if at the then scheduled expiration date all of the Offer conditions have not been satisfied or waived as permitted by this Agreement. Any extension of the Offer pursuant to this Section 1.1(a) shall not, without the written consent of the Company, exceed the number of days that Purchaser reasonably believes will be necessary so that the Offer conditions will be satisfied. In addition, Purchaser may, without the consent of the Company, extend any then scheduled expiration date of the Offer for any period required by applicable rules, regulations, interpretations or positions of the SEC or the staff thereof applicable to the Offer or for any period required by applicable law. If the Minimum Condition has been satisfied and all other conditions to the Offer have been satisfied or waived but fewer than 90% of the Shares have been validly tendered and not withdrawn as of any expiration date, Purchaser shall accept and purchase all of the Shares tendered in the initial offer period and may provide for a subsequent offering period (as contemplated by Rule 14d-11 under the Exchange Act) as long as providing for the subsequent offering period does not require the extension of the initial offer period under applicable rules and regulations of the United States Securities and Exchange Commission (the "SEC"), which subsequent offering period shall not exceed 20 business days. 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. (b) As soon as practicable on the date the Offer is commenced, Parent and Purchaser shall file with the SEC a Tender Offer 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"). Parent and Purchaser represent that the Offer Documents 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, except that no representation is made by Parent or Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and Purchaser further agrees to take all steps necessary 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. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, agrees 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 or misleading in any material respect and each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected 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. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO and the Offer Documents before they are filed with the SEC. In addition, Parent and Purchaser agree to provide the Company and its counsel in writing with any Shares beneficially owned by it. For purposes of this Agreementcomments or other communications that Parent, "Subsidiary" means, as Purchaser or their counsel may receive from time to any Person (as defined below), any corporation, limited liability company, partnership time from the SEC or joint venture, whether now existing or hereafter organized or acquired: (i) in its staff with respect to the case of a corporation, of which at least a majority of Offer Documents promptly after the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors receipt of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership comments or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitycommunications.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 9.1 hereof and that none of the provisions of Section 8.1 hereof, Sub shall, and Parent events set forth in Annex 1 hereto shall cause Sub tohave occurred or be existing, as promptly as practicable afterpracticable, but in no any event later than within five business days from, of the date of this Agreement, Merger Sub shall, and Parents shall cause Merger Sub to, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") to purchase for cash all shares of common stockthe issued and outstanding shares of Common Stock, par value $0.25 .01 per share (the "Company Common Stock"), ) of the Company outstanding immediately prior to the consummation at a price of the Offer $11.00 per share in cash (the "SharesOffer Price"), . The obligations of Merger Sub to accept for payment and to pay for any shares of Common Stock validly tendered and not withdrawn shall be subject only to the conditions set forth in Exhibit A on Annex 1 hereto (the "Tender Offer Conditions"), at a price of $19.50 (. Without the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the written consent of the Company, no amendment may be made which (i) decreases prior to termination of this Agreement, Merger Sub shall not terminate the price per Share or changes Offer, decrease the Offer Price, decrease the number of shares of Common Stock being sought in the Offer, change the form of consideration payable in the OfferOffer (other than by adding consideration), (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes add additional conditions to the Offer Offer, or amends make any other term change in the terms or conditions of the Offer in either case in any manner which is adverse to the holders of Shares (shares of Common Stock, it being understood agreed that extensions neither a waiver by Merger Sub of the any Tender Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that Condition (other than the Minimum Condition (as defined in Exhibit A Annex 1 hereto)) is for the benefit of the Company in whole or in part at any time and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by in its discretion, nor the Company) until the earlier of the consummation extension of the Offer as permitted in subsection (b) below, shall be deemed to be adverse to any holder of shares of Common Stock. It is agreed that the conditions set forth on Annex I are for the sole benefit of Parents and Merger Sub and may be asserted by Parents or sixty (60) calendar days after Merger Sub regardless of the date hereofcircumstances giving rise to any such condition or may be waived by Parents or Merger Sub, provided that such extension in whole or in part at any time and from time to time, in its sole discretion. The failure by Parents or Merger Sub at any time to exercise any of the foregoing rights shall not be required if in the reasonable judgment deemed a waiver of Parent any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any determination by Parents or Sub, Merger Sub with respect to any Condition is incapable of being satisfied prior to the expiration of the sixty foregoing conditions (60including, without limitation, the satisfaction of such conditions) calendar daysshall be final and binding on the parties. Upon The Company agrees that no shares of Common Stock held by the terms hereof and subject to the Conditions, Sub Company will accept for payment and purchase all Shares validly be tendered and not withdrawn prior to the expiration of in the Offer. (b) The Company will notOffer shall be made by means of an offer to purchase and related letter of transmittal (the "Letter of Transmittal") (collectively, nor will it permit any of its Subsidiaries (as defined below) tothe "Offer to Purchase"). Notwithstanding the foregoing, tender into Merger Sub expressly reserves the right to increase the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquiredPrice and extend the Offer: (i) in the case of a corporation, of which at least a majority if any of the outstanding shares Tender Offer Conditions have not been satisfied, for the period of stock having by the terms thereof ordinary voting power time Merger Sub deems reasonably necessary to elect a majority of the board of directors of satisfy such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or condition; and (ii) to the extent required by law. Upon the terms and subject to the conditions of the Offer, Merger Sub shall purchase the shares of Common Stock which are validly tendered and not withdrawn on or prior to the expiration of the Offer. The Offer initially shall expire at 12:00 midnight eastern standard time on the 20th business day following the date of commencement of the Offer (such date and time, as extended in accordance with the terms hereof, the "Expiration Date"). (c) On the date the Offer is commenced, Merger Sub shall file with the SEC a tender offer statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference the Offer to Purchase (or portions thereof) and forms of the related Letter of Transmittal and summary advertisement, as well as all other information and exhibits required by law. Each of Parents, Company (solely with respect to information it has supplied) and Merger Sub agrees promptly to correct any information in the case documents pursuant to which the Offer will be made (the "Offer Documents") that shall be or have become false or misleading in any material respect and each of a limited liability company, partnership or joint ventureParents and Merger Sub further agrees to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of the Common Stock, in which such Person each case if, as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given an opportunity to review the Schedule 14D-1 prior to its being filed with the SEC. Parents and Merger Sub agree to provide the Company and its counsel with any written comments Parents, Merger Sub or Subsidiary their counsel may receive from the SEC with respect to the Offer Documents, promptly after the receipt of such Person is a managing member, general partner or joint venturer or comments. (d) The Company hereby represents and warrants that the Board of which a majority Directors of the partnership or other ownership Company (the "Board of Directors") (at a meeting duly called and held) has by the requisite vote of such Board of Directors and a separate unanimous approval of the directors of the Company who are neither employees of the Company nor employees of any Affiliate of DLJ Merchant Banking Partners, L.P.: (i) determined that the Offer and the Merger, taken together, are fair to, and in the best interests are at of, the time owned by such Person and/or one or more holders of its Subsidiaries. For purposes Common Stock; (ii) approved the Offer and the Merger subject to the terms and conditions set forth herein; (iii) resolved to recommend that the stockholders of the Company accept the Offer and tender their shares of Common Stock thereunder to Merger Sub and approve the Merger; (iv) approved and adopted the Merger, this Agreement, the Stockholder Tender Agreement (the "Person" means Stockholder Tender Agreement") and the Management Tender Agreement (the "Management Tender Agreement"). The Company further represents and warrants that the transactions contemplated by this Agreement, the Stockholder Tender Agreement and the Management Tender Agreement have been approved for purposes of Section 203 of the General Corporation Law of the State of Delaware (the "DGCL") and similar provisions of any individualother similar state statutes that might be deemed applicable to the transactions contemplated hereby by the unanimous vote of all of the directors of the Company and a separate unanimous approval of the directors of the Company who are neither employees of the Company nor employees of any Affiliate of DLJ Merchant Banking Partners, corporationL.P. The Company shall file with the SEC as soon as practicable on the date of the commencement of the Offer, companya Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") containing the recommendations referred to in the preceding sentence subject to the Board of Directors of the Company concluding in good faith, voluntary associationbased on advice of its counsel and investment bankers, that not making such recommendation is an action necessary in order for such Board of Directors to comply with its fiduciary obligations under applicable law. Parents, Merger Sub and their counsel shall be given the opportunity to review the Schedule 14D-9 and any amendment or supplement thereto prior to its filing with the SEC. If at any time prior to the expiration or termination of the Offer any event occurs which is required by applicable law to be described in an amendment to the Schedule 14D-9 or any supplement thereto, the Company will file and disseminate, as required, an amendment or supplement which complies in all material respects with the Exchange Act and the rules and regulations thereunder and any other applicable laws. In connection with the Offer, the Company will promptly furnish Merger Sub with mailing labels, security position listings, and any available listing or computer list containing the names and addresses of the record holders of Common Stock as of the most recent practicable date, the Company shall also furnish Merger Sub with such additional information (including, but not limited liability companyto, partnershipupdated lists of holders of Common Stock and their addresses, joint venture, trust, unincorporated organization mailing labels and lists of security positions) and such other assistance as Merger Sub or other entityits agents may reasonably request in communicating the Offer to the Company's stockholders.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated pursuant to Section 9.1 and that none of the events set forth in accordance with paragraphs (a) through (e) of Annex I shall exist, as promptly as practicable after the provisions date of Section 8.1 hereofthis Agreement (and in any event no later than six Business Days after the date of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, as promptly as practicable after, but in no event later than five business days from, commence (within the date meaning of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with Rule 14d-2 under the terms Exchange Act) the Offer. The Offer and the obligation of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Merger Sub shallto, and of Parent shall to cause Merger Sub to, accept for payment and pay for all any Company Shares validly tendered pursuant to the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn withdrawn, a number of Company Shares that, together with the Company Shares then directly or indirectly owned by Parent, represents a majority of all Fully Diluted Shares as of immediately prior to the expiration of the Offer (as it may be extended pursuant to the terms of this Section 1.1(a)) (the “Minimum Condition”) and to the other conditions set forth in Annex I (collectively, the “Offer Conditions”). Merger Sub expressly reserves the right (but shall not be obligated) to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in writing, Merger Sub may not (i) waive the Minimum Condition, unless the Modified Minimum Condition is satisfied and Parent has made the Cash Election Request, (ii) change the form of consideration to be paid pursuant to the Offer, decrease the Offer Price or the number of Company Shares sought in the Offer, impose conditions to the Offer in addition to those set forth in Annex I, or otherwise amend or modify the Offer Conditions to the Offer in any manner materially adverse to the holders of Company Shares, or (iii) extend the expiration date of the Offer except as promptly as practicable following set forth in this Section 1.1(a). Subject to the terms and conditions of this Agreement, the Offer shall initially expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced. Merger Sub shall extend the Offer on one or more occasions for periods determined by Merger Sub of up to 20 Business Days per extension if, at the scheduled or extended expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived if in the reasonable determination of Parent such conditions are capable of being satisfied on or prior to the Outside Date; provided that (A) if all the Offer Conditions other than the Minimum Condition are satisfied or waived as of the first scheduled expiration of the initial offering period, then, unless (1) Merger Sub has previously commenced a Notes Offer or (2) the Modified Minimum Condition is satisfied, Merger Sub has waived the Minimum Condition and Parent has made the Cash Election Request, then in the case of either subclause (1) or (2) of this clause (A), Merger Sub shall be obligated to extend the Offer for an additional 10 Business Days, (B) for any period if all the Offer Conditions other than the Minimum Condition are satisfied or waived as of the scheduled or extended expiration of the Offer, then Merger Sub shall not be obligated to extend the Offer unless required by applicable Law (but shall be entitled to extend the Offer), and (C) if, at any Laws scheduled or extended expiration of the Offer, (1) the Offer Conditions set forth in paragraphs (a) and (b) of Annex I have not been satisfied (other than by reason of a judgment, injunction or order that is not final or remains subject to appeal) or waived by Purchaser, (2) the Offer Condition set forth in paragraphs (c) or (d) of Annex I have not been satisfied or waived by Purchaser and, in the case of clause (2), the breach or failure to perform or comply that has caused such non-satisfaction is not capable of being cured within 20 days after receipt by the Company of notice of such breach or failure from Purchaser or, if capable of being cured within such period (it being understood that a willful failure to comply with Section 7.5 shall be deemed incapable of being cured), has not been cured within such period or (3) the Offer Condition set forth in paragraph (e) of Annex I has not been satisfied or waived, then, in the case of any of subclause (1), (2) and (3) of this Clause (C), Merger Sub shall not be obligated (but shall be entitled) to extend the Offer; provided, further, that (x) Merger Sub shall not, and shall not be required to, extend the Offer beyond the Outside Date or (y) Merger Sub shall not be required (but shall be entitled) to extend the Offer at any time that it is permitted to terminate this Agreement pursuant to ARTICLE IX. Following expiration of the Offer, Merger Sub may, in its sole discretion, provide one or more subsequent offering periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the Exchange Act, if, as hereinafter defined) applicable of the commencement of each such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer and PROVIDEDany prior Subsequent Offering Period that number of Company Shares necessary to permit the Merger to be effected without a meeting of stockholders of the Company, FURTHER, that if in accordance with Section 253 of the Conditions are not satisfied or, DGCL. Subject to the extent permitted foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the satisfaction or waiver by this Agreement, waived Merger Sub of the Offer Conditions as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the extended expiration of the sixty (60) calendar days. Upon the terms hereof Offer, Merger Sub shall, and subject to the ConditionsParent shall cause Merger Sub to, Sub will accept for payment and purchase pay for, (A) as promptly as practicable after the final expiration of the Offer, all Company Shares validly tendered and not withdrawn prior pursuant to the expiration Offer and (B) as promptly as practicable, all Company Shares validly tendered in any Subsequent Offering Period. The Offer Price payable in respect of each Company Share validly tendered and not withdrawn pursuant to the OfferOffer or validly tendered in any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction for any applicable withholding Taxes. (b) The Company will notAs soon as practicable on the date of commencement of the Offer, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: Parent and Merger Sub shall (i) file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the “Schedule TO”) that shall include the summary term sheet required thereby and, as exhibits or incorporated by reference thereto, the Offer to Purchase and forms of letter of transmittal and summary advertisement, if any, in the case of a corporation, of which at least a majority respect of the outstanding shares of stock having by Offer (collectively, together with any amendments or supplements thereto, the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or “Offer Documents”), and (ii) cause the Offer Documents to be disseminated to holders of Company Shares. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company and its Subsidiaries that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the case Schedule TO or the Offer Documents. Each of a limited liability companyParent, partnership Merger Sub and the Company agrees promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents if and to the extent that such information shall have become false or joint venturemisleading in any material respect. Parent and Merger Sub agree to take all steps necessary to cause the Schedule TO as so corrected to be filed with the SEC and the Offer Documents as so corrected to be disseminated to holders of Company Shares, in which each case as, and to the extent required by applicable Laws. Parent and Merger Sub shall provide the Company and its counsel with a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents prior to filing such Person or Subsidiary documents with the SEC, and Parent and Merger Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company with copies of all such Person is a managing member, general partner or joint venturer or of which a majority of filings made with the partnership SEC. Parent and Merger Sub shall promptly provide the Company and its counsel with (A) any comments or other ownership interests are at communications, whether written or oral, that Parent, Merger Sub or their counsel may receive from time to time from the time owned by such Person and/or one SEC or more its staff with respect to the Schedule TO or Offer Documents promptly after receipt of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization those comments or other entitycommunications, and (B) a reasonable opportunity to provide comments on the response of Parent and Merger Sub to those comments (to which reasonable and good faith consideration shall be given) and to participate with Parent and Merger Sub or their counsel in any material discussions or meetings with the SEC.

The Offer. (a) Subject to (i) Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 8.01 and that none of the provisions events set forth in paragraphs (2) and (3) of Section 8.1 hereofExhibit A hereto shall have occurred and be continuing, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, as promptly as practicable after, (but in no event later than five business days from, ten Business Days following the date of this AgreementAgreement commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, commence an offer as amended (the “Exchange Act”))) the Offer to purchase all outstanding Shares, at the Offer Price. The obligations of Purchaser to, and of Parent to cause Purchaser to, accept for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior payment and to pay for any Shares tendered pursuant to the consummation of the Offer (the "Shares"), shall be subject to only to the those conditions set forth in Exhibit A hereto (the "“Offer Conditions"”). The initial expiration date of the Offer shall be the twentieth Business Day (as defined in Section 9.10(c)) following (and including the day of) the commencement of the Offer. Purchaser expressly reserves the right (but is not obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) waive the Minimum Tender Condition (as defined in Exhibit A), at a price of $19.50 (the "Offer Price"D) per Share, net add to the seller conditions set forth on Exhibit A, (E) modify the conditions set forth on Exhibit A in cash. Subject only a manner adverse to the Conditionsholders of Shares, Sub (F) extend the expiration of the Offer except as required or permitted by Section 1.01(a)(ii) or (G) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares. (ii) Subject to the satisfaction or waiver of the Offer Conditions as of any scheduled expiration of the Offer, Purchaser shall, and Parent shall cause Sub Purchaser to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly soon as practicable following the after such scheduled expiration date of the Offerand Purchaser shall, and Parent shall cause Purchaser to, accept and promptly pay for all Shares as they are validly tendered during any subsequent offer period. Sub expressly reserves the right to amend the terms and conditions of the OfferPurchaser may, PROVIDED that without the consent of the Company, no amendment may be made which (iA) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent for one or more periods of the Company (A) time of up to twenty Business Days per extension if at the any scheduled expiration date of the Offer any of the Offer Conditions shall are not have been satisfied, until such time as such Offer Conditions are satisfied or waived or waived, (B) extend the Offer for any period required by any Laws rule, regulation, interpretation or position of the Securities and Exchange Commission (as hereinafter definedthe “SEC”) or the staff thereof or the NASDAQ Stock Market, LLC (“NASDAQ”) applicable to the Offer and PROVIDED, FURTHERor (C) elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act; provided, that if Purchaser shall not extend the Offer pursuant to clause (A) of this subsection beyond the Outside Date without the consent of the Company. Subject to the terms and conditions of this Agreement, (1) if, as of any Expiration Date (as defined in Exhibit A), the Offer Conditions set forth in Paragraph 1(b) of Exhibit A are not satisfied oror waived by Purchaser, then upon written request by the Company delivered on or prior to the extent permitted by this Agreementsuch Expiration Date, waived as of any scheduled expiration date, Parent and Sub Purchaser shall extend the Offer from time for a period of not more than ten Business Days in order to time for up to five (5) business days at a time (or such longer period as shall be approved by permit the Company) until the earlier of the consummation satisfaction of the Offer Conditions; (2) if, as of any Expiration Date, all of the Offer Conditions (other than the Minimum Tender Condition) have been satisfied or sixty waived by Purchaser, but the Minimum Tender Condition is not satisfied, Purchaser shall, upon the written request of the Company, extend the Offer for a period of ten Business Days, in order to permit the satisfaction of the Offer Conditions; provided, that if at the end of such ten Business Day period, all of the Offer Conditions (60other than the Minimum Tender Condition) calendar days after are satisfied, but the date hereofMinimum Tender Condition is not satisfied, provided that such extension Purchaser shall not be required if to make any further extension pursuant to this clause (2); (3) if, as of any Expiration Date, the Offer Condition set forth in paragraph 2(b) of Exhibit A has not been satisfied or waived by Purchaser and the reasonable judgment of Parent breach or Sub, any Condition failure to perform or comply that has caused such non-satisfaction is incapable unintentional and capable of being satisfied prior to cured within ten Business Days of receipt by the Company of notice of such breach, then Purchaser shall extend the Offer until the expiration of such cure period; and (4) if, within four Business Days prior to any Expiration Date the sixty Company receives an Acquisition Proposal (60or a revision to a previously received Acquisition Proposal) calendar daysthat is still pending as of such Expiration Date, then upon written request of the Company, Purchaser shall extend the Offer if necessary so that the Expiration Date does not occur until the later of (x) the date that is five Business Days following the date of the Company’s initial receipt of such Acquisition Proposal (or such revision to a previously received Acquisition Proposal) and (y) the last Business Day of any required notice period pursuant to Section 6.02(d), or such earlier date as specified by the Company in its request. Upon the terms hereof and subject Subject to the Conditionsproviso in clause (2) above, Sub will accept for payment the foregoing rights of the Company to cause an extension of the Offer are cumulative so that if at any time, any of the foregoing is applicable, the Offer shall be so extended further. For the avoidance of doubt, the parties hereto agree that shares of restricted stock may be tendered in the Offer and purchase all Shares validly tendered and not withdrawn prior be acquired by Parent or Purchaser pursuant to the expiration Offer. 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 OfferCompany. Notwithstanding the foregoing Purchaser shall not be required to extend the Offer beyond the Outside Date. (b) On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”). The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given a reasonable opportunity to review and comment on the Offer any Shares beneficially owned by itDocuments prior to their filing with the SEC. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: Parent and Purchaser agree (i) in to provide the case of a corporationCompany with, of which at least a majority of and to consult with the outstanding shares of stock having by Company regarding, any comments that may be received from the terms SEC or its staff with respect to the Offer Documents promptly after receipt thereof ordinary voting power and prior to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or responding thereto and (ii) to provide the Company with any comments or responses thereto. If at any time prior to the Closing, any information relating to the Offer, the Merger, Parent, Purchaser, the Company or any of their respective Affiliates, directors or officers is discovered by the Company or Parent, which information should be set forth in an amendment or supplement to the case Offer Documents so that the Offer Documents shall not contain any untrue statement of a limited liability company, partnership material fact or joint ventureomit to state any material fact required to be stated therein or necessary in order to make the statements therein, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority light of the partnership circumstances under which they are made, not misleading, the party that discovers such information shall promptly notify the other party, and an appropriate amendment or other ownership interests are at supplement describing such information shall be filed with the time owned SEC and disseminated to holders of Shares, in each case, as and to the extent required by applicable law or any applicable rule or regulation of NASDAQ. (c) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer and Purchaser shall maintain such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityfunds exclusively for such purpose.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 9.01 and none of the provisions events set forth in Exhibit A shall have occurred and be continuing, as promptly as practicable but in no event later than ten (10) Business Days after the date of Section 8.1 hereofthis Agreement, Sub shall, and Parent shall cause Sub to, as promptly as practicable aftercommence the Offer within the meaning of the applicable rules and regulations of the SEC. The obligation of Sub to, but and of Parent to cause Sub to, accept for payment, and pay for, any Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth in no event later than five business days fromExhibit A (any of which may be waived by Sub in its sole discretion, except that the Minimum Tender Condition may not be waived) and to the other conditions in this Article II. The initial expiration date of this Agreement, commence an offer to purchase for cash (as it may the Offer shall be amended in accordance with the terms of this Agreement, 20th Business Day following the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation commencement of the Offer (determined using Rule 14d-1(g)(3) of the "Shares"SEC). Sub expressly reserves the right to modify the terms of the Offer, except that (i) without the consent of the Company, Sub shall not waive the Minimum Tender Condition (as defined in Exhibit A), and (ii) without the consent of the Company (unless the Company takes any action permitted to be taken pursuant to Section 6.02(b)), Sub shall not (A) reduce the number of Shares subject only to the Offer, (B) reduce the Offer Price, (C) modify or add to the conditions set forth in Exhibit A hereto A, (the "Conditions")D) except as provided below, at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of extend the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (iE) decreases the price per Share or changes change the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iiiF) changes any of the Conditions otherwise amend or imposes additional conditions to modify the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of Company Common Stock. Notwithstanding the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDEDforegoing, FURTHERSub may, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company Company, extend the Offer for successive extension periods (Aending on or before the Outside Date) in increments not exceeding twenty (20) Business Days each: (x) if at the scheduled expiration date of the Offer any of the Conditions shall conditions to Sub’s obligation to purchase Shares are not have been satisfied, until such time as such conditions are satisfied or waived or waived; (By) for any period required by any Laws (as hereinafter defined) rule, regulation, interpretation or position of the SEC or the staff thereof or the Nasdaq National Market applicable to the Offer Offer; and PROVIDED(z) in order to provide sufficient time to respond to any matter hereafter arising and required to be disclosed to Parent pursuant to Section 6.02(c)(i) or (ii). In addition, FURTHERif, that if at the Conditions are not satisfied orotherwise scheduled expiration date of the Offer, any condition to the extent permitted by this AgreementOffer is not satisfied, waived as of any scheduled expiration dateSub shall, and Parent and shall cause Sub shall to, extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier request of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall Company for not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other less than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.twenty

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with Section 10.1 and subject to the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub tothis Agreement, as promptly as practicable after, but in no event later than five business days from, (5) Business Days after the date of the public announcement by Parent and the Company of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Sub Newco shall, and Parent shall cause Sub Newco to, commence the Offer. The obligation of Newco to, and of Parent to cause Newco to, commence the Offer and accept for payment payment, and pay for all Shares validly for, any shares (the "Shares") of Company Common Stock properly tendered pursuant to the Offer and not withdrawn prior shall be subject only to the expiration date conditions (the "Offer Conditions") set forth in Exhibit "B" any of which may be waived in whole or in ----------- part by Newco in its sole discretion, provided that, without the prior written consent of the Offer Company, Newco shall not waive the Minimum Condition (as promptly as practicable following the expiration date of the Offerdefined in Exhibit "B"). Sub Newco expressly reserves the right to amend modify the terms and conditions of the Offer----------- Offer in a manner not inconsistent with this Agreement, PROVIDED that except that, without the prior written consent of the Company, no amendment may be made which Newco shall not (i) decreases reduce the price per Share number of Shares to be purchased in the Offer, (ii) reduce the Offer Price, (iii) impose any conditions to the Offer in addition to the Offer Conditions or changes modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iiivi) changes make any other change or modification in any of the Conditions or imposes additional conditions to the Offer or amends any other term terms of the Offer in either case in any manner adverse that could reasonably be expected to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not be adverse to the holders of Shares); and PROVIDED. Notwithstanding the foregoing, FURTHERNewco may, that without the Minimum Condition (as defined in Exhibit A hereto) is for the benefit consent of the Company and may Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer, any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived but in any event, Newco shall not, without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDEDCompany, HOWEVER, Parent and Sub may extend the Offer without beyond the consent of the Company Cut-Off Date (Aas defined in Section 10.1(b) if at the scheduled expiration date of hereof), (ii) extend the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer, or (iii) extend the Offer and PROVIDEDfor a period of up to five Business Days if, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of on any scheduled expiration date, Parent and Sub shall extend date on which the Offer from time Conditions shall have been satisfied or waived, the number of Shares which have been validly tendered and not withdrawn represent more than 50% of the aggregate outstanding Shares (assuming the exercise of all options to time for up to five (5) business days at a time (purchase, and the conversion or such longer period exchange of all securities convertible or exchangeable into Shares which are outstanding as shall be approved by the Company) until the earlier of the consummation of the Offer), but less than 90% of the then issued and outstanding Shares. Parent and Newco each agree that Newco will not terminate the Offer or sixty between scheduled expiration dates (60) calendar days after the date hereof, provided that such extension shall not be required if except in the reasonable judgment of Parent or Subevent that this Agreement is terminated) and that, in the event that Newco will otherwise be entitled to terminate the Offer at any Condition is incapable of being satisfied prior scheduled expiration date thereof due to the expiration failure of one or more of the sixty Offer Conditions, unless this Agreement shall have been, terminated, Newco shall, and Parent shall cause Newco to, extend the Offer until such date as the Offer Conditions have been satisfied or such later date as required by Applicable Law; provided however, that nothing herein shall require Newco to extend the Offer beyond the Cut-Off Date (60as defined in Section 10.1(b) calendar dayshereof). Upon Subject to the terms hereof and subject conditions of the Offer in this Agreement, Newco shall, and Parent shall cause Newco to the Conditions, Sub will accept for payment and purchase payment, all Shares validly tendered and not withdrawn prior pursuant to the expiration of Offer as soon as Newco is permitted to accept such Shares for payment pursuant to the Offer, and then pay for such Shares promptly as required by SEC Rule 14(e) - 1(c). If this Agreement is terminated by either Parent or Newco or by the Company, Newco shall, and Parent shall cause Newco to, terminate promptly the Offer. (b) As soon as reasonably practicable on the date of commencement of the Offer, Parent and Newco shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an Offer to Purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer would be made, together with any supplements or amendments thereto, the "Offer Documents"), and Parent and Newco shall cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by SEC Rule 14d-5 and other applicable federal and state securities laws and the rules of any stock exchange or stock market in which the Shares are then traded. Parent, Newco and the Company each agree 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 Parent and Newco further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be promptly filed with the SEC and the other Offer Documents as so corrected to be promptly disseminated to holders of Shares, in each case as and to the extent required by applicable federal and state securities laws and the rules of any stock exchange or stock market in which the Shares are then traded. The Company will not, nor will it permit any of and its Subsidiaries (as defined below) to, tender into counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the shareholders of the Company. Parent and Newco agree to provide the Company and its counsel any comments Parent, Newco 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) Parent shall provide or cause to be provided to Newco on a timely basis all forms necessary to accept for payment, and pay for, any Shares beneficially owned by it. For purposes of this Agreementthat Newco is permitted to accept for payment under Applicable Law and pay for, "Subsidiary" means, as pursuant to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, (but in no event later than five business days fromafter the public announcement of the execution hereof), the date Purchaser shall commence (within the meaning of this AgreementRule 14d-2 under the Securities Exchange Act of 1934, commence an offer to purchase for cash as amended (as it may be amended in accordance with the terms of this Agreement, the "OfferEXCHANGE ACT")) a tender offer (the "OFFER") for any and all of the outstanding shares of common stockCommon Stock, par value $0.25 .03 per share (the "Company Common StockSHARES"), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer Price") U.S.$45.00 per Share, net to the seller in cash. Subject only to the Conditionscash (such price, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the or such other price per Share or changes the form of consideration payable as may be paid in the Offer, (iibeing referred to herein as the "OFFER PRICE") decreases the number of Shares soughtand, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares there being validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any that number of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which represents at least a majority of the Shares outstanding shares on a fully diluted basis (the "MINIMUM CONDITION") and to the other conditions set forth in Annex A hereto, shall consummate the Offer in accordance with its terms ("FULLY DILUTED BASIS" means issued and outstanding Shares and Shares subject to issuance under Company Option Plans (as defined in Section 2.4) and Shares subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock having of the Company or securities convertible or exchangeable for such capital stock). The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not properly withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") containing the terms thereof ordinary voting power to elect a majority set forth in this Agreement, the Minimum Condition and the conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought or amend any other condition of the board Offer in any manner adverse to the holders of directors of such corporation the Shares (other than stock having such voting power solely by reason with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the happening Company (such consent to be authorized by the Board of Directors of the Company (the "COMPANY BOARD") or a duly authorized committee thereof); PROVIDED, HOWEVER, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date; PROVIDED, HOWEVER, that the Purchaser shall, if the Company, Parent and the Purchaser have not obtained the approvals of any contingencyGovernmental Entity (as defined in Section 3.4) is at as required under Section 5.4, extend the time directly or indirectly owned or controlled by expiration date for a period of the lesser of (i) 2 business days after the date that all such Person and/or one or more of its Subsidiaries or approvals have been obtained and (ii) 35 days after such initial scheduled expiration date. 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 case consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable law; PROVIDED, HOWEVER, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares validly tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares, the Purchaser may extend the Offer for a limited liability companyperiod not to exceed 10 business days, partnership or joint venture, in which such Person or Subsidiary notwithstanding that all conditions to the Offer are satisfied as of such Person is a managing member, general partner or joint venturer or of which a majority initial expiration date of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been --------- terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, Article IX hereof and Parent shall cause Sub to, as promptly as practicable after, but in no event later shall have occurred which would result in a failure to satisfy any of the conditions set forth in Annex A hereto (the "Offer Conditions") within a reasonable time (but not more than five ten business days from, days) after the date public announcement of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms execution of this Agreement, the "Purchaser shall, and the Parent shall cause the Purchaser to, commence the Offer") all shares . The Offer shall be made by means of common stock, par value $0.25 per share an offer to purchase (the "Company Common StockOffer to Purchase"), of ) containing the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to terms set forth in this Agreement and the conditions set forth in Exhibit Annex A hereto (hereto. The obligations of the "Conditions"), at a price of $19.50 (Purchaser and the "Parent to consummate the Offer Price") per Share, net and to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all purchase the Shares validly tendered pursuant shall be subject only to the Offer and not withdrawn prior to the Conditions. The initial expiration date of the Offer as promptly as practicable shall be the 20th business day following the expiration date commencement of the Offer. Sub The Purchaser expressly reserves the right to amend modify the terms and conditions of the Offer, PROVIDED provided, however, that without the consent of the -------- ------- Company, no amendment may be made which the Purchaser shall not, and the Parent shall not permit the Purchaser to (i) decreases reduce the price per Share number of shares of Company Common Stock to be purchased in - the Offer, (ii) reduce the Offer Price, (iii) materially modify or changes add to the -- --- Offer Conditions, including any change to the Minimum Condition (as defined in Annex A), (iv) change the form of consideration payable in the Offer, (iiv) decreases the number of Shares soughtexcept -- - as provided below, or (iii) changes as may be required by any rule, regulation, interpretation or position of the Conditions or imposes additional conditions to United States Securities and Exchange Commission (the "SEC"), change the expiration date of the Offer or amends (vi) amend any other term condition of the -- Offer in either case any material respect in any a manner adverse to the holders of Shares (it being understood that extensions the Shares. Notwithstanding anything in this Agreement to the contrary, the Purchaser shall have the right, without the prior consent of the Offer as contemplated by this Section 1.1(aCompany, to extend the offer beyond its scheduled expiration date in the following events: (x) are not adverse if at any - expiration date, any of the conditions to the holders of Shares)Offer shall not have been satisfied or waived, until such conditions are satisfied or waived; (y) for any - period required by applicable law; and PROVIDED(z) if all of the conditions to the Offer - are satisfied or waived, FURTHERbut the number of Shares validly tendered and not withdrawn is less than the amount necessary to effect a parent-subsidiary merger pursuant to Section 252 of the Delaware General Corporation, for a period not to exceed twenty days following the initial expiration date of the Offer. The Offer Conditions are for the sole benefit of the Parent and the Purchaser and may be asserted by the Parent and the Purchaser regardless of the circumstances giving rise to any such Offer Conditions and, subject to the preceding sentence, may be waived by the Purchaser in whole or in part. Subject only to the Offer Conditions, the Purchaser shall, and the Parent shall cause the Purchaser to, pay for all of the Shares validly tendered and not withdrawn pursuant to the Offer (including any subsequent offering period) as soon as legally permissible. In the event that (i) the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (Annex A) if has not been satisfied or (ii) any condition set forth in paragraph (a), (d) or (e) of Annex A is not satisfied or waived at the scheduled expiration date of the Offer any Offer, at the reasonable request of the Conditions Company, Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date of the Offer in increments of five business days each until the earliest to occur of (1) the satisfaction or waiver of such condition, (2) Parent - - reasonably determining that such condition to the Offer is not capable of being satisfied on or prior to the thirtieth day following the initial expiration date of the Offer, (3) the termination of this Agreement in accordance with its terms - and (4) the thirtieth day following the initial expiration date of the Offer. - (b) Provided that this Agreement shall not have been satisfied or waived or (B) for terminated in accordance with Article IX hereof and no event shall have occurred which would result in a failure to satisfy any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days Conditions, the Parent and the Purchaser will file with the SEC, as soon as practicable after the date hereof, a Tender Offer Statement on Schedule TO (together with all supplements or amendments thereto, and including all exhibits, the "Offer Documents"). Each of Parent, Purchaser and the Company shall promptly correct any information provided by it for use, or incorporated by reference, in the Offer Documents if and to the extent that such extension information shall not have become false or misleading in any material respect, and each of Parent and Purchaser shall 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 to be disseminated to the Company's shareholders, in each case as and to the extent required if by applicable Federal securities laws. The Parent and the Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the stockholders of the Company. The Parent and the Purchaser will furnish the Company and its counsel in writing with any comments that the Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents, promptly after receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the reasonable judgment response of the Parent or Sub, any Condition is incapable of being satisfied prior the Purchaser to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offersuch comments. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entity.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, but in no event later than five business days from, after the date of this Agreement, commence an offer Parent and Merger Sub shall amend the Existing Offer to reflect the terms and conditions of this Agreement, including the purchase price of thirty seven dollars ($37.00) per share of Company Common Stock (including the associated Rights), net to the seller in cash, without interest thereon and subject to any required withholding of Taxes (such price, or any higher price offered and paid by Merger Sub in its sole discretion in the Offer, the “Offer Price”), and to set December 19, 2008 (the “Initial Expiration Date”), as the expiration date for cash the Offer. The obligation of Merger Sub to accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer shall only be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be amended extended hereunder) and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then directly or indirectly owned by Parent, after giving effect to the consummation of the Offer, represents at least a majority of the voting power of all Fully Diluted Shares on the Share Acceptance Date (as defined herein) (the “Minimum Condition”) and to the other conditions set forth in Annex II (together with the Minimum Condition, the “Offer Conditions”). Merger Sub (or Parent on behalf of Merger Sub) expressly reserves the right to waive, in its sole discretion, in whole or in part, any of the Offer Conditions and to make any change in the terms of or conditions to the Offer; provided that, unless otherwise provided by this Agreement or previously approved by the Company in writing, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex II, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of Company Common Stock, and (iii) the Offer may not be extended except as set forth in this Section 1.01(a). Subject to the terms and conditions of this Agreement, the Offer shall expire at 5:00 p.m., New York City time, on the Initial Expiration Date (such time, or such subsequent time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the "Offer"“Expiration Date”). Unless this Agreement has been terminated in accordance with Section 8.01, Merger Sub (or Parent on behalf of Merger Sub) all shares of common stock, par value $0.25 per share (may extend the "Company Common Stock"), Offer and the Expiration Date without the consent of the Company outstanding immediately prior to (i) if at the consummation Expiration Date, any of the Offer Conditions shall not have been satisfied or waived in writing by Merger Sub (or Parent on behalf of Merger Sub), until such time as such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC applicable to the Offer. In addition, unless the Agreement has been terminated in accordance with Section 8.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s prior written request if, as of the scheduled Expiration Date, any of the Offer Conditions set forth in paragraphs (a), (b), (c), (d) and (e) of Annex II shall not have been satisfied; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions other than the Minimum Condition shall have been satisfied as of the scheduled Expiration Date, upon the Company’s prior written request Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date by up to an additional thirty (30) days, but not beyond the Outside Date. In addition, unless this Agreement has been terminated in accordance with Section 8.01, in the event that all of the Offer Conditions shall have been satisfied as of the scheduled Expiration Date and Parent or Merger Sub fail to accept for payment and pay for shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer in accordance with this Section 1.01, Merger Sub shall (and Parent shall cause Merger Sub to) extend the Offer and the Expiration Date from time to time in increments of up to fifteen (15) business days upon the Company’s written request; provided, however, that in no event shall Parent or Merger Sub be required to extend the Offer or the Expiration Date beyond the Outside Date. Merger Sub (or Parent on behalf of Merger Sub) may, in its sole discretion, provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (the "Shares"“Exchange Act”), if, as of the commencement of such period, there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL (as defined herein). Subject to the foregoing, including the requirements of Rule 14d-11 under the Exchange Act, and upon the terms and subject only to the conditions set forth in Exhibit A hereto (of the "Conditions")Offer, at a price of $19.50 (the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for for, as promptly as practicable, all Shares shares of Company Common Stock (including the associated Rights) (A) validly tendered and not withdrawn pursuant to the Offer and/or (B) validly tendered in any Subsequent Offering Period. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered pursuant to the Offer Offer. Merger Sub shall be entitled to deduct and not withdrawn prior withhold from the consideration otherwise payable pursuant to the expiration Offer to any holder of Company Common Stock such amounts as Merger Sub is required to deduct and withhold with respect to the making of such payment under the Code (as defined herein), or any provision of state, local or foreign Laws relating to Taxes. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of shares of Company Common Stock in respect of which such deduction and withholding were made by Merger Sub. (b) As promptly as reasonably practicable after the date of this Agreement, Parent and Merger Sub shall (i) amend the Tender Offer Statement on Schedule TO with respect to the Offer as promptly as practicable following (together with all amendments and supplements thereto and including exhibits thereto, the expiration date of “Schedule TO”) that was originally filed on September 12, 2008 with the Offer. Sub expressly reserves Securities and Exchange Commission (the right “SEC”) to amend reflect the terms and conditions of this Agreement, and file such amendment (the Offer“Schedule TO Amendment”) with the SEC, PROVIDED that without the consent of the Company, no amendment may be made which shall contain an amended and restated offer to purchase (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions supplement to the Offer or amends any other term of the Offer in either case in any manner adverse offer to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, purchase to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5Law) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon reflecting the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes conditions of this Agreement, "Subsidiary" meansand a revised form of the letter of transmittal and summary advertisement and other ancillary Offer documents and instruments, as to any Person if any, in respect of the Offer (as defined belowtogether with the Schedule TO (including the Schedule TO Amendment), collectively, together with any corporationamendments or supplements thereto, limited liability companythe “Offer Documents”), partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or and (ii) cause the Offer Documents to be disseminated to holders of shares of Company Common Stock. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Laws or reasonably requested by Parent or Merger Sub for inclusion in the case Offer Documents. Each of a limited liability companyParent, partnership 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 joint venturemisleading in any material respect. Parent and Merger Sub agree to take all steps necessary to cause the Schedule TO, as so corrected or supplemented, to be filed with the SEC and the Offer Documents, as so corrected or supplemented, to be disseminated to holders of shares of Company Common Stock, in which such Person or Subsidiary of such Person is a managing membereach case as, general partner or joint venturer or of which a majority of and to the partnership extent required by, applicable Laws. Parent and Merger Sub shall promptly provide the Company and its counsel with any comments or other ownership interests are at communications, whether written or oral, that Parent, Merger Sub or their counsel may receive after the time owned by such Person and/or one date hereof from the SEC or more its staff with respect to the Offer Documents promptly after receipt of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization those comments or other entitycommunications. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock (and the associated Rights) that Merger Sub becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately withdrawn prior to the consummation expiration or termination of the Offer (the "Minimum ------- Share Condition") and (ii) to the other conditions to the Offer set forth in --------------- Exhibit A. The Purchaser may at any time transfer or assign to one or more --------- corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer (the "Tendered -------- Shares"), subject only but no such assignment shall relieve the Purchaser of its ------ obligations hereunder. The Purchaser expressly reserves the right to waive any of the conditions to the conditions Offer set forth in Exhibit A hereto and to modify the terms --------- and conditions of the Offer; provided, however, that, without the prior written -------- ------- approval of the Company, the Purchaser shall not amend or modify the terms of the Offer to (i) reduce the "Conditions"), at a cash price of $19.50 (the "Offer Price") per Share, net to be paid pursuant to the seller Offer, (ii) reduce the number of Shares as to which the Offer is made, (iii) change the form of consideration to be paid in cash. Subject only the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to the Conditions, Sub shall, and Parent shall cause Sub to, its obligation to accept for payment and or pay for all the Tendered Shares validly tendered pursuant other than those set forth in Exhibit A. --------- Notwithstanding anything else in this Agreement to the contrary, without the consent of the Company, Purchaser shall have the right to extend the Offer and not withdrawn prior to beyond the initial expiration date of the Offer as promptly as practicable (which shall be twenty (20) business days following commencement of the Offer, the "Initial Expiration ------------------ Date"), to August 1, 2000 in any event, and in the following events: (i) from ---- time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if applicable) any of the conditions to the Offer (other than the Minimum Share Condition to which this clause does not apply) shall not have been satisfied or waived, until such conditions are satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the Staff thereof applicable --- to the Offer or any period required by applicable law; (iii) if all conditions to the Offer other than the Minimum Share Condition are satisfied or waived, but the Minimum Share Condition has not been satisfied, for one or more periods not to exceed ten (10) business days each (or an aggregate of thirty (30) business days for all such extensions; or (iv) if all of the conditions to the Offer are satisfied or waived but the number of shares of Company Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock on a diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided that Purchaser shall accept and promptly pay for all -------- securities tendered prior to the date of such extension and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with any amendments or supplements thereto, the "Schedule -------- TO") with respect to the Offer, which shall contain or shall incorporate by -- reference an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein or incorporated therein by reference pursuant to which the Offer will be made, together with any supplements or amendments thereto (the "Offer Documents")). Sub expressly reserves --------------- Parent and the right Purchaser agree that the Offer Documents shall comply as to form in all material respects with 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 is made by Parent or the Purchaser with respect to information supplied by the Company or any of its representatives which is included in the Offer Documents. Each of Parent, the Purchaser and the Company agrees to correct promptly 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, and each of Parent and the Purchaser 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 to be 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 be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and the Purchaser agree to provide the Company and its counsel any comments Parent, the Purchaser 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) Subject to the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub Purchaser will accept for payment and purchase all Shares validly tendered (and not properly withdrawn in accordance with the Offer Documents) prior to the date the Offer expires (the "Expiration Date") promptly after the occurrence of the Expiration Date; --------------- provided that Purchaser shall accept and pay for all Shares which have been -------- validly tendered and not withdrawn prior to the expiration Initial Expiration Date promptly after the Initial Expiration Date. Purchaser shall pay for Shares which have been validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to applicable rules and regulations of the Offer. (b) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into SEC and the Offer any Shares beneficially owned by it. For purposes terms of this Agreement, "Subsidiary" means, as Purchaser expressly reserves the right to any Person (as defined below), any corporation, limited liability company, partnership delay payment for Shares in order to comply in whole or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitypart with applicable laws.

The Offer. (a) Subject to Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event later than five business days from, the date of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), none of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions events set forth in Exhibit A Annex I hereto shall have occurred (the "Conditions"unless waived by Parent or Sub), at a price Sub shall commence (within the meaning of $19.50 Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the "Offer Price"rules and regulations promulgated thereunder, the “Exchange Act”)) per Share, net to the seller in cash. Subject only to the Conditions, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consenthereof. The Offer may only be extended with the prior written consent obligations of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares to pay for any shares of Company Capital Stock validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with requirements of this Section 1.1(a)) shall be subject only to the conditions set forth in Annex I hereto. Subject to the prior satisfaction or waiver by Parent or Sub of the conditions of the Offer set forth in Annex I hereto, Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Company Capital Stock tendered and not withdrawn promptly following the acceptance of shares of Company Capital Stock for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement and the conditions set forth in Annex I hereto. Parent expressly reserves the right to waive any of such conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Sub shall not, and Parent shall cause Sub not to, decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of shares of Company Capital Stock sought in the Offer, impose additional conditions to the Offer or extend the offer beyond a date that is twenty-one (21) business days after commencement of the Offer or the last extension (in accordance with this Section 1.1), if any, of the Offer, whichever is later (the “Expiration Date”) except as set forth below, in each case without the prior written consent of the Company (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, Sub may, without the consent of the Company (i) extend the Offer beyond the initial expiration date if, at any scheduled (or extended) expiration of the Offer, any of the conditions to Sub’s obligation to accept shares of Company Capital Stock for payment, shall not be satisfied or waived; provided, that in no event shall any extension (or re-extension) pursuant to this clause (i) extend past the date that is 10 business days after the initial expiration date of the Offer, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”), or the staff thereof, applicable to the Offer. In addition, to the extent requested by the Company in writing at least two trading days before the then scheduled Expiration Date, Sub shall be obligated to extend the Offer for one extension period of ten (10) business days. In addition to the foregoing and excluded from any such limitations, Sub also may provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC, pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”). The Schedule TO shall 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”). Subject to Section 5.2, the Company hereby consents to the inclusion in the Offer Documents of the recommendation and the approval of the Company Board of Directors referred to in Section 3.20(a). Parent and Sub agree to take all steps necessary to cause the Offer Documents to be filed with the SEC and disseminated to holders of shares of Company Capital Stock, in each case as and to the extent required by applicable federal securities laws. Parent and Sub, on the one hand, and the Company, on the other hand, agree to promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect or as otherwise required by Law. Parent and Sub further agree to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of shares of Company Capital Stock, in each case as and to the extent required by applicable federal securities laws. The Company will notshall be given a reasonable opportunity to review and comment on the Schedule TO and any amendment thereto before it is filed with the SEC. In addition, nor will it permit Parent and Sub agree to provide the Company with any comments, whether written or oral, that Parent, Sub or their counsel may receive from time to time prior to the expiration or termination of the Offer, from the SEC or its Subsidiaries (as defined below) to, tender into staff with respect to the Offer Documents, promptly upon receipt of such comments, and any Shares beneficially owned by it. For purposes written or oral responses thereto, and the Company shall have the right to consult with Parent, Sub and their counsel prior to responding to any such comments, either in written or oral form. (c) Parent shall provide or cause to be provided to Sub promptly following the expiration of this Agreement, "Subsidiary" meansthe Offer or any subsequent extension thereof, as applicable, all funds necessary to accept for payment any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by Company Capital Stock that have been validly tendered and not withdrawn pursuant to the terms thereof ordinary voting power Offer and that Sub is obligated to elect a majority of accept for payment pursuant to the board of directors of Offer and permitted to accept for payment under applicable Law and Sub shall maintain such corporation (other than stock having funds exclusively for such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entitypurpose.

The Offer. (a) Subject to Provided that none of the conditions set forth on Exhibit A hereto shall have occurred and be continuing, as promptly as practicable but in no event later than five business days after the date of the public announcement (on the date hereof or the following day) by Parent and the Company of this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofAgreement, Sub shall, and Parent shall cause Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act (as promptly as practicable afterhereinafter defined)) the Offer. The obligation of Sub to, but in no event later than five business days from, the date and of this AgreementParent to cause Sub to, commence an offer to purchase the Offer, conduct and consummate the Offer and accept for cash (as it may be amended in accordance with the terms of this Agreementpayment, the "Offer") all shares of common stockand pay for, par value $0.25 per share (the "Company Common Stock"), of the Company outstanding immediately prior any Shares tendered and not withdrawn pursuant to the consummation of the Offer (the "Shares"), shall be subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Offer PriceConditions") per Share(any of which (other than the condition as to HSR Act (as hereinafter defined) compliance) may be waived in whole or in part by Sub in its sole discretion, net provided that, without the express written consent of the Company, Sub may not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right, subject to compliance with the Exchange Act, to modify the terms of the Offer, except that, without the express written consent of the Company, Sub shall not (i) reduce the number of Shares subject to the seller Offer, (ii) reduce the Offer Price, (iii) add to or modify the Offer Conditions, (iv) except as provided in cashthe next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend or alter any other term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) extend the Offer for a specified period, if at the scheduled or any extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, but in no event to a date more than 90 calendar days from the commencement of the Offer, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, (C) extend the Offer pursuant to Section 9.01(d) and (D) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clause (A), (B) or (C) of this sentence; provided, however, that the aggregate period of all extensions under clauses (A), (B), (C) and (D) may not extend the expiration date of the Offer to a date more than 90 calendar days from the commencement of the Offer. Subject only to the Conditionsterms and conditions of the Offer and this Section 1.01(a), Sub shall, and Parent shall cause Sub to, accept for payment payment, and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offerfor, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) The On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule 14D-1 and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents"). Parent and 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 Parent or Sub with respect to written information supplied by the Company will not, nor will it permit or any of its Subsidiaries (as defined below) to, tender into stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Parent, Sub and the Company each agrees promptly to correct any Shares beneficially owned written information provided by itit 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 Parent and Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. For purposes The Company and its counsel shall be given reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the stockholders of this Agreementthe Company. Parent and Sub agree to provide the Company and its counsel any comments Parent, "Subsidiary" meansSub 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) Parent shall provide or cause to be provided to Sub on a timely basis the funds sufficient to accept for payment, as to any Person (as defined below)and pay for, any corporationand all Shares that Sub becomes obligated to accept for payment, limited liability companyand pay for, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in pursuant to the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its Subsidiaries. For purposes of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityOffer.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as As promptly as practicable after, (but in no event later more than five twelve (12) business days from, after the date of this Agreement), Parent shall commence an offer to purchase for cash (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as it may be amended in accordance with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company EXCHANGE ACT")) a tender offer (the "OFFER") for all of the outstanding shares of Common StockStock (other than for shares owned by the Parent and the Offer Affiliates at the time of the Offer) (the "SHARES") at a price of $16.25 per Share, to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "OFFER PRICE"), subject to the conditions set forth in Section 3.3 below and ANNEX A hereto. (b) The obligations of Parent to commence the Company outstanding immediately Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the consummation expiration of the Offer (the "Shares"), and not withdrawn shall be subject only to the conditions set forth in Exhibit ANNEX A hereto hereto. The Offer shall be made by means of an offer to purchase (the "ConditionsOFFER TO PURCHASE") containing the terms set forth in this Agreement and the conditions set forth in ANNEX A hereto. Parent shall not, without the prior written consent of the Company, (i) terminate the Offer, except in accordance with the terms of ANNEX A attached hereto or (ii) extend the expiration of the Offer except as specifically provided herein. (c) Parent expressly reserves the right to modify the terms of the Offer; PROVIDED, THAT, without the Special Committee's prior written consent, Parent shall not decrease the Offer Price or decrease the number of Shares sought, change the form of consideration or amend any other condition of the Offer in any manner materially adverse to the holders of the Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1(c)) or impose additional conditions without the prior written consent of the Special Committee; PROVIDED, HOWEVER, that, if on the initial scheduled expiration date of the Offer, which shall be twenty (20) business days after the date that the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Parent may, from time to time until such time as all such conditions are satisfied or waived, in its sole discretion, extend the expiration date; PROVIDED, FURTHER, HOWEVER, that the expiration date of the Offer may not be extended beyond ninety (90) calendar days after commencement of the Offer without the Special Committee's prior written consent. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by applicable Law (as hereinafter defined) in connection with such increase, in each case without the consent of the Special Committee. In addition, Parent may make available a "subsequent offering period," in accordance with Rule 14d-11 of the United States Securities and Exchange Commission (the "SEC"), at a price of $19.50 not greater than twenty (20) business days. On the "Offer Price") per Share, net terms and subject to the seller in cash. Subject only to prior satisfaction or waiver of the Conditionsconditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly soon as practicable following the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes the form of consideration payable in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions to the Offer or amends any other term of the Offer in either case in any manner adverse to the holders of Shares (it being understood that extensions of the Offer as contemplated by this Section 1.1(a) are not adverse to the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company or as required by law; PROVIDED, HOWEVER, Parent and Sub may extend the Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (bd) The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into parties understand and agree that the Offer Price has been calculated based upon the accuracy of the representation and warranty set forth in Section 4.2(a) and that, in the event the number of outstanding shares of Common Stock exceeds the amounts specifically set forth in Section 4.2(a) (including, without limitation, as a result of any Shares beneficially owned by it. For purposes stock split, reverse stock split, stock dividend, including any dividend or distribution of securities convertible into stock or stock equivalent of the Company, recapitalization, or other like change occurring after the date of this Agreement, "Subsidiary" means, as to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) in the case of a corporation, of which at least a majority of the outstanding shares of stock having by the terms thereof ordinary voting power to elect a majority of the board of directors of such corporation (other than stock having such voting power solely by reason of the happening of any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or (ii) in the case of a limited liability company, partnership or joint venture, in which such Person or Subsidiary of such Person is a managing member, general partner or joint venturer or of which a majority of the partnership or other ownership interests are at the time owned by such Person and/or one or more of its SubsidiariesOffer Price shall be appropriately adjusted. For purposes The provisions of this AgreementSection 1.1(d) shall not, "Person" means any individualhowever, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityaffect the representation and warranty set forth in Section 4.2(a).