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and Parent shall cause Sub to, accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date of the Offer as promptly as practicable following the expiration date of the Offer.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 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 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 (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 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 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 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 none of the events or conditions set forth in Article 6 shall cause Sub tohave occurred and be existing (unless waived as provided in Article 6), as promptly as practicable after, after the date hereof (but in no event later than five the twentieth business days from, day after the date public announcement of this Agreement), Acquisition 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 Common StockExchange Act"), of the Company outstanding immediately prior Offer. The Offer will be made pursuant to the consummation of Offer Documents (as defined below) containing the Offer (the "Shares"), subject only to the terms and 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 cashthis Agreement. Subject only to the Conditions, Sub shall, and Parent Acquisition shall cause Sub to, accept for payment payment, purchase and pay for all Shares Shares, Convertible Preferred Stock and Warrants which have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the Offer that all conditions to the Offer set forth in Article 6 shall have been satisfied or waived by Acquisition. The obligation of Acquisition to accept for payment, purchase and pay for Shares, Convertible Preferred Stock and Warrants tendered pursuant to the Offer and not withdrawn prior shall be subject only to the expiration date condition that at least a majority of the Offer as promptly as practicable following then issued and outstanding Shares (giving effect to the expiration date conversion of all outstanding shares of Convertible Preferred Stock and the exercise of all then outstanding Warrants) be validly tendered (the "Minimum Condition") and the satisfaction of the Offerother conditions set forth in Article 6. Sub Acquisition 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 or to make any other changes in the terms and conditions of the OfferOffer (provided that, PROVIDED that without unless previously approved by the consent of the CompanyCompany in writing, no amendment change may be made which (i) decreases the price per Per Share or Amount, which reduces the number of Shares to be purchased in the Offer, which changes the form of consideration payable to be paid in the Offer, (ii) decreases the number of Shares sought, or (iii) changes any of the Conditions or which imposes additional conditions to the Offer in addition to those set forth in Article 6 or which amends or changes any other term or condition of the Offer in either case in any a 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); . In the case of shares of Convertible Preferred Stock tendered pursuant to the Offer, Acquisition shall pay the Per Share Amount multiplied by the number of Shares into which such Shares of Convertible Preferred Stock are then convertible. In the case of Warrants tendered pursuant to the Offer, Acquisition shall purchase such Warrants for a purchase price equal to the difference between the exercise price thereof and PROVIDEDthe Per Share Amount, FURTHER, that multiplied by the Minimum Condition (as defined in Exhibit A hereto) is number of Shares for the benefit of the Company and may not be waived without the Company's consentwhich such Warrants are then exercisable. 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 Per Share Amount shall be approved by the Company) until the earlier paid net to each seller in cash, less any required withholding of the consummation of the Offer or sixty (60) calendar days after the date hereoftaxes, 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 upon the terms hereof and subject to the Conditions, Sub conditions of the Offer. The Company agrees that no Shares held by the Company or any of its subsidiaries 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 notSubject to the terms and conditions thereof, nor will it permit the Offer shall expire at midnight, New York City time, on January 3, 2001 (the "Initial Expiration Date"); provided, however, without the consent of the Board, Parent may cause Acquisition to (i) from time to time extend the Offer, if at the Initial Expiration Date of the Offer, any of its Subsidiaries (as defined below) to, tender into the conditions to the Offer necessary to consummate the Offer have not been satisfied or waived (other than the Minimum Condition, to which this clause (i) does not apply), until such time as such conditions are satisfied or waived; (ii) extend the Offer for any period required by any applicable rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof; (iii) if the Minimum Condition is not satisfied, extend the Offer; provided that all extensions pursuant to clauses (i) through (iii) hereof shall not exceed twenty (20) business days, and (iv) if the Minimum Condition is satisfied but the number of Shares beneficially owned validly tendered and not withdrawn represents less than ninety percent (90%) of the then outstanding Shares (giving effect to the conversion of all then outstanding shares of Convertible Preferred Stock and the exercise of all then outstanding Warrants), after consummation of the Offer and payment for all validly tendered shares, commence one subsequent offer for the Shares provided that Acquisition shall meet the requirements of Rule 14d-11 under the Exchange Act in connection with such subsequent offer; provided however, that in no event shall any such subsequent offer period exceed twenty (20) business days. In addition, Parent and Acquisition agree that Acquisition shall from time to time extend the Offer if requested by it. For purposes the Company, if, at the Initial Expiration Date (or any extended expiration date of this Agreementthe Offer, "Subsidiary" means, as to any Person (as defined belowif applicable), any corporationof the conditions to the Offer including the Minimum Condition shall not have been waived or satisfied, limited liability companyuntil (taking into account all such extensions) February 28, partnership 2001, provided, however, that if the Minimum Condition is the only condition to the Offer not then satisfied, Acquisition shall not be required to extend the Offer for more than twenty (20) business days. (c) As soon as practicable after the date of commencement of the Offer, Acquisition shall file with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which shall include an offer to purchase and form of transmittal letter (together with any amendments thereof or joint venturesupplements thereto, whether now existing or hereafter organized or acquired: (i) collectively the "Offer Documents"). The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and the rules and regulations of the SEC. Parent, Acquisition 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 Acquisition further agrees to take all steps necessary to cause the Offer Documents as so corrected to be promptly filed with the SEC and to be disseminated to holders of Shares, in each case of a corporation, of which at least a majority as and to the extent required by applicable federal securities laws and the rules and regulations of the outstanding shares of stock having by SEC. The Company and its counsel shall be given a reasonable opportunity to review and comment on the terms thereof ordinary voting power Offer Documents prior to elect a majority their being filed with the SEC. Parent and Acquisition agree to provide to the Company and its counsel any comments or other communications which Parent, Acquisition or their counsel receives from the staff of the board of directors of such corporation (other than stock having such voting power solely by reason of SEC with respect 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 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 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 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 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 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 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 this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereof, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, as promptly as practicable afterpracticable, but in no event later than five business days from, Business Days (as defined in the Distribution Agreement) from the date of the public announcement of the terms of this Agreement, commence an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "OfferOFFER") all of the Company's outstanding shares of common stock, par value $0.25 .25 per share share, together with all preferred stock purchase rights associated therewith (the "Company Common Stock"), of the Company outstanding immediately prior to the consummation of the Offer (the "SharesSHARES"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions")B attached hereto, at a price of not less than $19.50 (the "Offer Price") 38.00 per Share, net to the seller in cash. Subject only to the Conditionsconditions set forth in Exhibit B hereto and the express provisions of the Distribution Agreement, Sub the Purchaser shall, and Parent shall cause Sub Purchaser to, (i) accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior to the expiration date terms of the Offer as promptly as practicable following the expiration date of the Offer, and (ii) extend the period of time the Offer is open until the first Business Day following the date on which the conditions set forth in clause (i)(A) and clause (i)(B) of Exhibit B hereto are satisfied or waived in accordance with the provisions thereof; provided, that the Purchaser shall be permitted, but shall not be obligated, to extend the period of time the Offer is open beyond June 30, 1996. Sub Subject to the preceding sentence of this Section 1.1, neither Purchaser nor Parent will extend the expiration date of the Offer beyond the twentieth Business Day following commencement thereof unless one or more of the conditions set forth in Exhibit B hereto shall not be satisfied or unless Parent reasonably determines that such extension is necessary to comply with any legal or regulatory requirements relating to the Offer or the Spin-Off. Purchaser expressly reserves the right to amend the terms and or conditions of the Offer; provided, 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 materially 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. (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 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 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 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 Provided that 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"), at a Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price of offered to $19.50 (the "Offer Price") 21.00 per Share, net (ii) to modify the conditions of the Offer to conform to the seller in cashOffer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. 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 shall be subject to the Offer and not withdrawn prior 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 Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer in either case in any manner adverse to Conditions. Notwithstanding the holders of Shares (it being understood that extensions immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if 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 (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the Conditions outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not have been satisfied or waived be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (Bii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. 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 period required such condition (other than any action or inaction by any Laws (as hereinafter definedPurchaser or Parent constituting a breach of this Agreement) applicable or, except with respect to the Offer Minimum Condition, may be waived by Purchaser, in whole or in part at any time 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 time, in its sole discretion. Purchaser shall be approved by the Company) until the earlier of the consummation of terminate the Offer or sixty upon termination of this Agreement pursuant to its terms. (60b) calendar days As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided that such extension shall not be required if by it for use in the reasonable judgment Offer Documents that shall have become false or misleading in any material respect, 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 Parent or SubShares, any Condition is incapable of being satisfied prior in each case as and 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 applicable federal securities laws. (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 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 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 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 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 the conditions of this Agreement not having theretofore been terminated Agreement, as promptly as practicable but in accordance with no event later than five business days after the provisions of Section 8.1 date hereof, Sub shall, and Parent shall cause Sub to, amend the Offer Documents (as promptly as practicable after, but in no event later than five business days fromso amended, the date “Amended Offer Documents”) and file with the Securities and Exchange Commission (the “SEC”) the Amended Offer Documents; provided, however, that the obligation of this AgreementSub to, and of Parent 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 and pay for, 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"), is subject only to the conditions set forth in Exhibit A hereto Annex 1 (any or all of which (other than the Minimum Tender Condition) may, subject to the provisions hereof, be waived by Parent or Sub, subject to applicable Law). The initial expiration date of the Offer (the "Conditions"“Expiration Date”) shall be the 20th business day following the commencement of the Offer (determined pursuant to Rules 14d-1 and 14d-2 promulgated by the SEC). Sub expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of the Company, Sub shall not (i) reduce the number of shares of Company Common Stock sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), at a price of $19.50 (the "Offer Price"iv) per Share, net add to the seller conditions set forth in cash. Subject only Annex 1, (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 condition of the Offer in any manner adverse to the ConditionsCompany’s stockholders. Sub may, without the consent of the Company, (A) extend the Offer in increments of not more than ten business days each, if at the scheduled Expiration Date any of the conditions to Sub’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation, position or request of the SEC or the staff thereof applicable to the Offer and (C) make available a subsequent offering period (within the meaning of Rule 14d-11 promulgated by the SEC). Without limiting the right of Sub to extend the Offer, in the event that any condition set forth in Annex 1 is not satisfied or waived at the scheduled Expiration Date, at the request of the Company, 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 (v) the date that is 15 days after the initial Expiration Date, (w) the satisfaction or waiver of such condition, (x) the determination by Parent that such condition to the Offer is not capable of being satisfied on or prior to the date specified in Section 9.01(b)(ii)(B), provided that such inability to satisfy such condition is not due to any failure of Parent or Sub to perform in any material respect any covenant or agreement of Parent or Sub contained herein, or the material breach by Parent or Sub of any representation or warranty contained herein, (y) the termination of this Agreement in accordance with its terms and (z) the date specified in Section 9.01(b)(ii)(B); provided, however, that Parent and Sub shall not be required to so extend the Expiration Date if the failure to satisfy any condition set forth in Annex 1 was caused by or resulted from the failure of the Company to perform in any material respect any covenant or agreement of the Company contained herein, or the material breach by the Company of any representation or warranty contained herein. On the terms and subject to the conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment and pay for all Shares validly shares of Company Common Stock tendered pursuant as soon as it is legally permitted 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) do so under 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 OfferLaw. (b) On the date of commencement of the Offer, Sub filed with the SEC a Tender Offer Statement on Schedule TO with respect to the Offer, which contained an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer is being made, together with any supplements or amendments thereto, the “Offer Documents”). The Company will not, nor will it permit any shall cooperate fully in the preparation of its Subsidiaries (as defined below) to, tender into amendments to the Offer any Shares beneficially owned by it. For purposes Documents to reflect the terms of this AgreementAgreement and the Company and its counsel shall be given a reasonable opportunity to review the Amended Offer Documents before they are filed with the SEC. Each of Parent, "Subsidiary" means, as to Sub and the Company shall promptly correct any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) 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 further 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 Law. 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 a corporation, such comments. (c) Parent and Sub have timely filed with the Commissioner of which at least a majority Commerce of the outstanding shares State of stock having by Minnesota any registration statement relating to the terms thereof ordinary voting power Offer required to elect a majority be filed pursuant to Chapter 80B of the board of directors of Minnesota Statutes and shall disseminate to the Company’s stockholders via the Offer Documents the information set forth in any such corporation (other than stock having such voting power solely registration statement to the extent and within the time period required by reason Chapter 80B 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 entityMinnesota Statutes.

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 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 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 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 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 Xxxxx, par value $0.25 10.00 per share (the "Company Xxxxx 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. Xxxxx agrees that no Shares held by Xxxxx 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 CompanyXxxxx, 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"). Xxxxx 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 Xxxxx with, partnership and to consult with Xxxxx 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 (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 clause (iii) of Section 8.1 hereofExhibit A hereto shall have occurred or be existing, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, as promptly as practicable after, (but in no event later than five seven (7) business days from, following the date public announcement of the terms of this Agreement) 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 all outstanding shares of common stock of the Company, without par value (the "SHARES"), at a price (such price, or any higher price as may be paid in the Offer, the "OFFER PRICE") of $22 per Share, net to the seller in cash (such tender offer, as it may be amended in accordance with the terms of and supplemented from time to time as permitted under this Agreement, the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common StockOFFER"), . The obligation of the Company outstanding immediately prior Purchaser to the consummation of consummate the Offer (and to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only the "Shares"), subject only terms and conditions set forth in this Agreement and to the those conditions set forth in Exhibit A hereto (the "ConditionsOFFER CONDITIONS"), at a price any of $19.50 which (other than the "Offer Price"Minimum Tender Condition (as defined in Exhibit A)) per Share, net to the seller may be waived by Purchaser in cashits sole discretion. 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 The initial expiration date of the Offer as promptly as practicable shall be the twentieth business day following the expiration date commencement of the OfferOffer (determined in accordance with Rule 14d-1(e)(6) under the Exchange Act). Sub Purchaser expressly reserves the right to amend modify 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 soughtsought pursuant to the Offer, or (iiiC) changes any of impose additional conditions to the Conditions or imposes additional Offer, (D) change the conditions to the Offer or amends (E) make any other term change in the terms or 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 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 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, 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 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 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 Section 8.01 hereof and that none of the provisions events set forth in clause (2) of Section 8.1 hereofExhibit A hereto shall have occurred or be existing, Sub shall, and Parent shall cause 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 the Company, par value $0.25 .01 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 "ConditionsSHARES"), at a price of $19.50 (the "Offer Price") 5.25 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, 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 as soon as practicable under applicable law. The obligation of Sub to consummate the Offer and not withdrawn prior to accept for payment and to pay for any Shares tendered pursuant thereto shall be subject to only those conditions set forth in Exhibit A hereto (the "OFFER CONDITIONS"), which may be asserted by Parent or Sub regardless of the circumstances giving rise to any such condition, or (except as set forth below with respect to the expiration date Minimum Condition (as defined in Exhibit A)) waived by Parent or Sub, in whole or in part, at any time and from time to time in their sole discretion. The Company agrees that no Shares held by the Company or any of the Offer its Subsidiaries (as promptly as practicable following the expiration date of defined in Section 9.11 hereof) will be tendered to Sub pursuant to the Offer. 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 the price per Share decrease or changes change the form of the consideration payable in the Offer, (ii) decreases decrease the number of Shares soughtsought pursuant to the Offer (except as otherwise set forth in Section 1.01(c) hereof), or (iii) changes any of the Conditions or imposes impose additional conditions to the Offer, (iv) change the conditions to the Offer (provided, that Parent or amends Sub in their sole discretion may waive any of the conditions to the Offer other than the Minimum Condition) or (v) make any other term change in the terms or conditions of the Offer in either case in any manner which is materially 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 Shares. If the holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined conditions set forth in Exhibit A hereto) is for the benefit are satisfied as of any scheduled expiration date of the Company Offer, Sub may extend the Offer for up to ten business days in the aggregate, and may not be waived without extend the Company's consent. The Offer may only be extended for a longer period 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 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 conditions set forth in Exhibit A are not satisfied or, to the extent permitted by this Agreement, waived by Parent or Sub as of any scheduled expiration date, Parent and Sub shall may extend the Offer from time to time for up to five (5) but not beyond the date that is fifty business days at a time (or such longer period as shall be approved by from the date hereof) and, in any event, upon the written request of the Company) , Sub will extend the Offer from time to time until the earlier of the consummation of the Offer or sixty (60) calendar forty business days after from the date hereofhereof (provided, provided that such extension Sub shall not be required obligated to make any such extension if in (i) it reasonably determines that all such conditions are not likely to be satisfied by such date or (ii) it shall then have the right to terminate this Agreement, pursuant to its terms). (b) On the date of commencement of the Offer, Parent and Sub shall 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 and supplements 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 with any supplements or amendments thereto, the "OFFER DOCUMENTS"). The Company and its counsel shall be given a reasonable judgment of opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent or Suband Sub agree to provide the Company with, and to consult with the Company regarding, any comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof. (c) In the event that the Minimum Condition is incapable of being not satisfied prior to the on any scheduled expiration date of the sixty (60) calendar days. Upon the terms hereof and subject to the Conditions, Sub will accept for payment and purchase all Shares Offer but there shall have been validly tendered and not withdrawn prior to the as of such 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 date a majority of the outstanding shares Shares on a fully diluted basis, Sub shall either (i) extend the Offer in accordance with, and subject to, the last sentence of stock having by Section 1.01(a) hereof for a period or periods not to exceed, in the terms thereof ordinary voting power aggregate, ten business days or (ii)(A) amend the Offer to elect a majority reduce the number of Shares sought pursuant to the board Offer, and the number of directors Shares needed to satisfy the Minimum Condition, to that number of such corporation (other than stock having such voting power solely by reason of Shares which, when added to the happening of any contingency) is at the time Shares then owned directly or indirectly owned or controlled by such Person and/or one or more Sub, would equal forty-nine and nine-tenths percent (49.9%) of its Subsidiaries or the Shares then outstanding (iithe "REVISED MINIMUM NUMBER"), (B) in extend the case Offer for a period of a limited liability company, partnership or joint venture, in which such Person or Subsidiary not less than ten business days following the public announcement of such Person is a managing memberamendment to the Offer (the Offer, general partner or joint venturer or of which a majority of as so amended, being sometimes referred to as the partnership or other ownership interests are "49.9% OFFER") and (C) if, at the time owned by expiration of such Person and/or one or more extension, a greater number of its Subsidiaries. For purposes Shares is tendered into the 49.9% Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of this Agreement, "Person" means any individual, corporation, company, voluntary association, limited liability company, partnership, joint venture, trust, unincorporated organization or other entityShares.

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 hereof8.01, Sub Purchaser shall, and Parent shall cause Sub Purchaser to, commence (within the meaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer promptly as practicable after, but in no event later than five business days from, after the date of this Agreement, commence an offer but in any event not later than June 1, 2006. The obligation of the Purchaser to purchase accept for cash payment Shares tendered pursuant to the Offer shall be subject only to (as it may be amended i) the condition (the “Minimum Condition”) that at least the number of Shares that, when added to Shares then owned by Parent and its direct and indirect wholly owned subsidiaries and affiliates, shall constitute at least ninety percent (90%) of the then outstanding Shares shall have been 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 accordance with attached Annex I hereto. Purchaser expressly reserves the right to waive any such conditions, to increase the Offer Price, and to make any other changes in the terms of the Offer; provided that without the prior written consent of the Company, the Purchaser shall not, and Parent shall cause Purchaser not to, waive the Minimum Condition, extend the Offer except as expressly provided below, 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, impose conditions to the Offer in addition to those set forth in Annex I, or amend any other term of the Offer in any manner adverse to the holders of any Shares. Notwithstanding the foregoing, Purchaser may, without the prior consent of the Company, prior to the termination of this Agreement, (x) extend the "Offer") all shares Offer for an aggregate period of common stocknot more than 10 business days beyond the scheduled expiration date, par value $0.25 per share (which initially shall be 20 business days following the "Company Common Stock"), of the Company outstanding immediately prior to the consummation commencement of the Offer (the "Shares"“Initial Expiration Date”), subject only if, at any scheduled expiration of the Offer, any of the conditions to Purchaser’s obligations to accept the Shares for payment shall not be satisfied or waived, (y) extend the Offer for any period required by any rule, regulation, or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof, applicable to the Offer, or (z) extend the Offer (one or more times) for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (x) or (y) of this sentence, if, as of such date, all of the conditions to Purchaser’s obligations to accept the Shares for payment are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer totals less than ninety percent (90%) of the outstanding Shares (including Shares already owned by Parent and its direct and indirect wholly owned subsidiaries and affiliates). In addition, (1) if, on the Initial Expiration Date, the sole condition remaining unsatisfied is the failure of the waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the “HSR Act”), to have expired or been terminated, then Purchaser shall, without the prior written consent of the Company, extend the Offer from time to time until the fifth business day after expiration or termination of the applicable waiting period under the HSR Act or (2) if, on the Initial Expiration Date, the sole condition remaining unsatisfied is the condition set forth in Exhibit A hereto paragraph (g) of Annex I, the "Conditions")Purchaser may, at a price for so long as the Company is using its commercially reasonable efforts to cure such breach, extend the Offer from time to time until five business days after such breach is cured, provided that Purchaser shall not be required pursuant to this clause (2) to extend the Offer beyond 30 calendar days after the Initial Expiration Date. The Company agrees that no Shares held by the Company or any subsidiary of $19.50 (the "Offer Price") per Share, net Company will be tendered pursuant to the seller in cashOffer. Subject only to the Conditionsterms of the Offer and this Agreement and the satisfaction or waiver (to the extent permitted by this Agreement) of all the conditions to the Offer, Sub 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 promptly after the expiration of the Offer. Each of the Parent and the Purchaser shall use its commercially reasonable efforts to avoid the occurrence of any Event specified in Annex I or to cure any such Event that shall have occurred. (b) Parent shall cause Purchaser to file with the SEC on the date the Offer is commenced a Tender Offer Statement on Schedule TO (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 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 withdrawn contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by the Parent or the Purchaser with respect to information supplied by or on behalf of the Company specifically for inclusion or incorporation by reference in the Offer Documents. Each of the Parent and 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 or misleading in any material respect, 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 stockholders of the Company, 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 (including any amendments or supplements thereto) prior to such documents being filed with the SEC. (c) Parent, Purchaser, and the Company agree that if all of the conditions to the Offer other than the Minimum Condition have been satisfied as of the expiration date of the Offer (as promptly as practicable following the such expiration date may have been extended in accordance with Section 1.01(a)) and Purchaser elects not to waive the Minimum Condition, then Parent and Purchaser shall terminate the Offer (or otherwise permit the Offer to expire) and the Company shall solicit the approval of its stockholders for a merger (the “Cash Merger”) of the OfferCompany with Purchaser in accordance with Article II, and the Cash Merger shall be governed by the other provisions of this Agreement relating to the Merger, Effective Time, Proxy Statement, Merger Price, Closing, and like terms, all of which shall apply to the Cash Merger, and in such case each issued and outstanding Share, Option, and Warrant will be treated in accordance with Article II and Article III. Sub expressly reserves If the right Offer is terminated and a Cash Merger is required pursuant to amend the terms and conditions of the Offerthis Section 1.01(c), PROVIDED that without the consent of the Company, no amendment may be made which (i) decreases the price per Share or changes Company and Parent shall promptly undertake the form of consideration payable actions contemplated by Section 2.10 as if the Purchaser had accepted for payment and paid for Shares in the Offer, ; (ii) decreases the number obligations of Shares soughtthe Parent, the Purchaser, and the Company to effect the Cash Merger shall be subject to the satisfaction or waiver of the conditions set forth in Annex I hereto; and (iii) changes any of each Party shall continue to have the Conditions or imposes additional conditions obligations set forth in Article VI and 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 conditions set forth in Article VII with respect to the expiration of the OfferCash Merger. (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 the conditions of this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofAgreement, Sub Parent shall, and Parent shall cause Sub to, as promptly as practicable after, but and in no event later than five ten business days from, after the date of this Agreementhereof, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer at the Offer Price, net to the seller but subject to any required withholding of Taxes. (b) The initial expiration date of the Offer shall be midnight (New York City time) on the date that is 20 business days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Date” and any expiration time and date established pursuant to an offer extension of the Offer as so extended, also an “Expiration Date”). (c) The obligations of Parent to commence the Offer and accept for payment, and pay for, any Public Shares tendered pursuant to the Offer are subject only to (i) the conditions set forth in Exhibit 1 and (ii) the non-waivable condition that pursuant to the Offer, prior to the Expiration Date, there shall have been validly tendered and not properly withdrawn a number of Public Shares which constitutes at least a majority of the outstanding Public Shares (assuming the exercise of all options, warrants and other rights to purchase for cash shares of Common Stock and excluding from the numerator of such calculation any shares held by stockholders that are affiliated with the Company, including directors and officers of the Company, as of the Acceptance Time) (as it may be amended in accordance with the “Majority-of-the-Minority Condition”). (d) Parent expressly reserves the right (x) to increase the Offer Price and (y) to waive any condition to the Offer or modify the terms of this Agreementthe Offer, except that, without the "Offer") all shares of common stock, par value $0.25 per share (the "Company Common Stock"), consent of the Company outstanding immediately prior Company, Parent shall not (i) reduce the number of Public Shares subject to the consummation of Offer, (ii) except as provided in Section 4.4, reduce the Offer Price, (the "Shares"), subject only iii) add to the conditions set forth in Exhibit A hereto 1 or modify any condition set forth in Exhibit 1 in any manner adverse to the holders of Public Shares, (the "Conditions"iv) except as otherwise provided in this Section 1.1(d), 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 (v) waive or modify the consent of the CompanyMajority-of-the-Minority Condition, no amendment may be made which or (ivi) decreases the price per Share or changes change the form of consideration payable in the Offer, (ii) decreases . Notwithstanding 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, HOWEVERforegoing, Parent and Sub may extend the Offer may, in its discretion, without the consent of the Company Company, (Ai) extend the Offer for one or more consecutive increments of not more than ten business days each, if at the any otherwise scheduled expiration date Expiration Date of the Offer any of the Conditions shall conditions to Parent’s obligation to purchase Public Shares are not have been satisfied or waived or waived, (Bii) extend the Offer for any the minimum 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 PROVIDEDor (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11. In addition, FURTHER, that if at any otherwise scheduled Expiration Date of the Conditions are Offer any condition to the Offer is not satisfied or, to the extent permitted by this Agreement, waived as of any scheduled expiration dateor waived, Parent and Sub shall extend the Offer from time to time at the request of the Company for up to five (5) one or more consecutive increments of not more than ten business days at a time (or such longer period as shall be approved by the Company) each until the earlier of the consummation date that is 40 business days after commencement of the Offer or sixty (60the “Outside Date”) calendar days after and the date hereoftermination of this Agreement in accordance with its terms. In addition, Parent shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten business days; provided that such extension Parent shall not be required if to make available such a subsequent offering period in the reasonable judgment of Parent or Subevent that, any Condition is incapable of being satisfied prior to the expiration commencement of such subsequent offering period, MUFG and its Subsidiaries collectively hold at least 90% of the sixty outstanding shares of Common Stock (60the requirement that MUFG and its Subsidiaries collectively hold at least 90% of the outstanding shares of Common Stock being the “90% Requirement”). (e) calendar days. Upon On the terms hereof and subject to the Conditionsconditions of the Offer and this Agreement, Sub will Parent shall accept and pay for payment and purchase all Public Shares validly tendered and not withdrawn prior pursuant to the Offer that Parent becomes obligated to purchase pursuant to the Offer as soon as practicable after 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 the term “business day” shall have the meaning assigned to any Person (as defined below), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (isuch term in Rule 14d-1(g)(3) in under 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 entityExchange Act.

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 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 the conditions of this Agreement and provided that this Agreement shall not having theretofore have been terminated in accordance with its terms pursuant to Article VII hereof and none of the provisions events set forth in paragraphs (a) through (e) or (h) of Section 8.1 hereof, Sub shall, and Parent Exhibit A hereto shall cause Sub tohave occurred or be existing, as promptly as reasonably practicable after, but in no event later than five ten business days from, after the date of the public announcement of this Agreement, Parent and Merger Sub shall commence an offer to purchase for cash (as it may be amended in accordance with the terms Offer within the meaning of this Agreement, the "Offer") all shares applicable rules and regulations of common stock, par value $0.25 per share the Securities and Exchange Commission (the "SEC"). The obligations of Parent and Merger Sub to accept for payment, and pay for, any shares of Company Common Stock"), Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A. The initial expiration date of the Company outstanding immediately prior to Offer shall be the consummation 25th business day following the commencement of the Offer (the initial "SharesExpiration Date," and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, shall also be defined herein as an "Expiration Date"). Parent and Merger Sub expressly reserve the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Merger Sub shall not (i) reduce the number of shares of Company Common Stock subject only to the Offer, (ii) reduce the Offer Price to be paid pursuant to the Offer, (iii) change or waive the Minimum Tender Condition (as defined in Exhibit A), add 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 or modify any condition set forth 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 Exhibit A in any manner adverse to the holders of Shares Company Common Stock, (it being understood that extensions iv) except as provided below in this Section 1.01(a), extend the Offer, (v) change the form of consideration payable in the Offer as contemplated by this Section 1.1(aor (vi) are not otherwise amend the Offer in any manner adverse to the holders of Shares); and PROVIDEDCompany Common Stock. Notwithstanding the foregoing, FURTHER, that the Minimum Condition Merger Sub may (as defined in Exhibit A hereto) is for the benefit of the Company and may but shall 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; PROVIDEDobligated to), HOWEVER, Parent and Sub may extend the Offer without the consent of the Company and in its sole and absolute discretion, (A) if from time to time extend the Offer if, at the scheduled expiration date Expiration Date, any of the conditions of the Offer any of the Conditions shall not have been satisfied or waived until such time as such conditions are satisfied 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, waived to the extent permitted by this Agreement, waived as of any scheduled expiration date, Parent and Sub shall ; (B) extend the Offer from time for any period required by any rule, regulation, interpretation or position of the SEC applicable to time the Offer; or (C) extend the Offer for up a "subsequent offering period" (as provided by Rule 14d-11 under the Exchange Act) for a period of three to five (5) twenty business days in order to acquire at a time (or such longer period as shall be approved by the Company) until the earlier least 90% of the consummation outstanding shares 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 daysCompany Common Stock. Upon On the terms hereof and subject to the Conditionsconditions to the Offer that are set forth in this Agreement, promptly after the Expiration Date, either Parent or Merger Sub will shall accept for payment and purchase purchase, as promptly as practicable after the date on which Parent or Merger Sub (as the case may be) first accepts shares for payment pursuant to the Offer (the "Acceptance Date"), all Shares shares of Company Common Stock validly tendered and not withdrawn prior pursuant to the expiration of the OfferOffer that Parent and Merger Sub are permitted to accept and pay for under applicable law. (b) The Company will not, nor will it permit any As promptly as reasonably practicable but in no event later than ten business days after the date of its Subsidiaries (as defined below) to, tender into the Offer any Shares beneficially owned by it. For purposes public announcement of this Agreement, "Subsidiary" means, as to any Person the Company shall cause the CVR Trust (as defined belowin Section 5.16 (a)) to file with the SEC under the Securities Act of 1933, as amended and together with the rules and regulations promulgated thereunder (the "Securities Act"), a registration statement on Form S-4 (or such other appropriate form as may be required thereunder) (the "Registration Statement") to register the offer and sale by Merger Sub of certificates to be issued and registered by the CVR Trust representing the CVRs (the "CVR Certificates") pursuant to the Offer. The Registration Statement will include a preliminary prospectus containing the information required under Rule 14d-4(b) under the Exchange Act. On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC, and cause to be disseminated to the Company's stockholders, as and to the extent required by applicable federal securities laws, a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase and exchange and will contain or incorporate by reference all or part of the Registration Statement and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made (including the Registration Statement), together with any corporationsupplements or amendments thereto, limited liability companythe "Offer Documents"). Each of Parent, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) Merger Sub and the Company shall promptly correct any information provided by it for use in the case Offer Documents if and to the extent that such information shall have originally been or shall become false or misleading in any material respect (whether by virtue of a corporationmaterial misstatement, material omission or otherwise), and each of Parent, Merger Sub and the Company 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 the Offer Documents as so amended or supplemented to be disseminated to the Company's stockholders, in each case as and to the extent required by or deemed advisable under applicable federal securities laws. Each of the parties hereto shall use all reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after its filing and to maintain such effectiveness for so long as shall be required for the issuance of the CVR Certificates pursuant to the Offer. Following the time the Registration Statement is declared effective, the Company shall cause the CVR Trust to file the final prospectus included therein under Rule 424(b) promulgated pursuant to the Securities Act. Each of the parties hereto and their respective counsel shall be given a 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 Merger Sub, on the one hand, and the Company on behalf of the CVR Trust, on the other hand, shall provide to the Company and its counsel, or Parent and Merger Sub and their counsel, respectively, in writing any written comments (and orally, any oral comments), Parent, Merger Sub or their counsel, on the one hand, or the Company on behalf of the CVR Trust, on the other hand, 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, or Parent and Merger Sub and their counsel, respectively, prior to responding to any such comments. The Company will advise Parent and Merger Sub promptly after it receives notice that the Registration Statement and any supplement or amendment that has been filed have become effective, of which at least a majority the issuance of any stop order, or of the outstanding suspension of the qualification of the CVR Certificates issuable in connection with the Offer for offering or sale in any jurisdiction. If, at any time prior to the time of consummation of the Offer, any information relating to the Company, Merger Sub or the CVR Trust, Parent, or any of their respective affiliates, officers or directors, should be discovered by the Company or Parent and which should be set forth in an amendment or supplement to the Registration Statement, so that any of such documents would not include any misstatement of a material fact or omit to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly filed with the SEC and, to the extent required by applicable law, disseminated to the stockholders of the Company. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any shares of stock having by Company Common Stock that Merger 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 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 Provided that this Agreement shall not having theretofore have been terminated in accordance with Article VII hereof and none of the provisions of Section 8.1 hereof, Sub shall, and Parent events set forth in Annex II hereto (the "Tender Offer Conditions") shall cause Sub tohave occurred, as promptly as practicable after, but in no event later than five the fifth business days from, day from the date of this Agreement, Crane shall cause the Purchaser to 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 "Exchange Act")) an offer to purchase for cash all outstanding shares of Company Common Stock, together with associated Rights (as it may be amended all references herein to shares of Company Common Stock in accordance the context of the Offer being deemed to include such Rights) at the Per Share Price, shall, after affording the Company a reasonable opportunity to review and comment thereon, file all necessary documents with the terms of this Agreement, the "Offer") all shares of common stock, par value $0.25 per share Securities and Exchange Commission (the "Company Common StockSEC"), of the Company outstanding immediately prior to the consummation of ) in connection with the Offer (the "SharesOffer Documents")) and shall consummate the Offer, subject to the terms and conditions thereof. The obligation of the Purchaser to accept for payment or pay for any shares of Company Common Stock tendered pursuant to the Offer will be subject only to the satisfaction of the conditions set forth in Exhibit A hereto Annex II hereto. (b) Without 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 written consent of the Company, no amendment may be made which (i) decreases the Purchaser shall not decrease the Offer price per Share or changes change the form of consideration payable in the Offer, (ii) decreases decrease the number of Shares soughtshares of Company Common Stock sought to be purchased in the Offer, or (iii) changes any of the Conditions or imposes 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 shares of Company Common Stock. The Offer shall remain open until the date that is 20 business days (it being understood that extensions as such term is defined in Rule 14d-1(c)(6) under the Exchange Act) after the commencement of the Offer (the "Expiration Date"), unless the Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the two succeeding sentences or as contemplated may be required by this Section 1.1(a) applicable law, in which event the term "Expiration Date" shall mean the latest time and date as the Offer, as so extended, may expire. If at any Expiration Date, any of the Tender Offer Conditions are not adverse to satisfied or waived by the holders of Shares); and PROVIDEDPurchaser, 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 Purchaser may extend the Offer without from time to time. Subject to the consent of the Company (A) if at the scheduled expiration date terms of the Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of any of Expiration Date, the Conditions shall Purchaser will accept for payment and pay for all shares validly tendered and not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable withdrawn pursuant to the Offer and PROVIDEDas soon as practicable after such Expiration Date of the Offer consistent with applicable law, FURTHERprovided that, that if all of the Tender Offer Conditions are satisfied and more than 65% but less than 80% of the outstanding shares of Company Common Stock on a fully diluted basis (including shares of Company Common Stock issuable upon exercise of outstanding options to acquire shares of Company Common Stock) have been validly tendered and not satisfied orwithdrawn in the Offer, the Purchaser shall have the right, in 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) a maximum of 10 additional 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 aggregate for all such extensions provided the Purchaser agrees to waive the expiration of the sixty conditions set forth in paragraphs (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 belowc), any corporation, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: (if) in the case and (g) 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 entityAnnex II.

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 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 0000 Xxx) 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 0000 Xxx) 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 0000 Xxx) 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 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 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 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 Article VI hereof and so long as none of the provisions of Section 8.1 hereof, Sub shall, events set forth in Annex A hereto (the "Tender Offer Conditions") shall have occurred and Parent shall cause Sub toare continuing, as promptly as practicable afterpracticable, but in no event later than five business days from, the seventh Business Day after the date of this Agreement, Parent shall cause Purchaser to, and Purchaser shall, commence an offer to purchase for cash (within the meaning of Rule 14d-2 promulgated 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 Common StockExchange Act"), ) the Offer. The obligations of the Company outstanding immediately prior Purchaser to the consummation of the Offer (the "Shares"), accept for payment and to pay for any Shares tendered shall be subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $19.50 (the "Tender 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 any 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 which 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 waived by this Section 1.1(a) are not adverse to the holders of Shares)Purchaser; and PROVIDED, FURTHERprovided, that the Minimum Condition (as defined in Exhibit Annex A hereto) is for the benefit of the Company and may not be waived by Purchaser without the Company's consent. The Offer may only be extended with the prior written consent of the Company Company. Purchaser expressly reserves the right to modify the terms of the Offer; provided, that without the consent of the Company, Purchaser shall not (i) reduce the number of Shares sought to be purchased in the Offer, (ii) reduce the Offer Price, (iii) add to the Tender Offer Conditions, (iv) modify the Tender Offer Conditions or any other term or condition of the Offer in a manner that is adverse to the holders of Common Stock, (v) change the form of consideration payable in the Offer or (vi) except as provided in the last two sentences of this subsection (a) 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 beyond any scheduled expiration date. Purchaser covenants and agrees that, 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 Conditionsterms and conditions of this Agreement, Sub including, but not limited to, the Tender Offer Conditions and the last sentence of this Section 1.01(a), unless the Company otherwise consents in writing it will accept for payment and purchase all pay for the Shares validly tendered and not withdrawn prior as soon as it is permitted to do so under applicable law (but in any event, in the case of accepting for payment, within one Business Day after the Offer terminates). Purchaser agrees that if it is unable to consummate the Offer on the initial scheduled expiration date due to the expiration failure of the Tender Offer Conditions set forth in Annex A to be satisfied or waived, Purchaser shall, unless this Agreement has been terminated in accordance with its terms, extend the Offer and set a subsequent scheduled expiration date, and shall continue to so extend the Offer and set subsequent scheduled expiration dates, until the termination of this Agreement in accordance with its terms; provided, that any such extended expiration date shall not be later than the earlier of (x) ten Business Days following the previously scheduled expiration date and (y) the date on which Purchaser reasonably believes that all Tender Offer Conditions will be satisfied or waived. Notwithstanding anything in this subsection (a) to the contrary, Purchaser may extend the Offer, without the Company's consent, on one or more occasions, for any reason, up to a maximum of three Business Days in the aggregate, notwithstanding the prior satisfaction of the Tender Offer Conditions so long as Purchaser irrevocably waives the continued satisfaction of any of the Tender Offer Conditions. (b) As soon as practicable on the date that the Offer is commenced, Parent and Purchaser, together with such other Persons as shall be required to be included as parties to such filings, shall file, with the Securities and Exchange Commission (the "Commission") 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 (included as an exhibit) or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and a form of the related letter of transmittal (the "Letter of Transmittal"), as well as all other information and exhibits required by law (which Schedule TO, Offer to Purchase, Letter of Transmittal and such other information and exhibits, together with any supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Company and its counsel shall be given the opportunity to review and comment upon the Offer Documents prior to their filing with the Commission. The Offer Documents will notcomply in all material respects with the provisions of applicable federal securities laws and, nor on the date filed with the Commission and the date first published, sent or given to the Company's shareholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Purchaser with respect to any information supplied by the Company or its officers, directors or affiliates in writing for inclusion in the Offer Documents or any amendment or supplement thereto. If, at any time prior to the expiration or termination of the Offer, any event occurs that should be described in an amendment or supplement to the Offer Documents, Parent and Purchaser will, and Parent will it permit cause Purchaser to, 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 of other applicable laws. Prior to its Subsidiaries filing with the Commission, the amendment or supplement shall be delivered to the Company and its counsel and the Company and its counsel shall be given the opportunity to comment thereon. The written information supplied or to be supplied by Parent and Purchaser for inclusion in the Proxy Statement and the Schedule 14D-9 (as defined belowin Section 1.02 hereof) toof the Company will not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made, tender into in light of the circumstances under which they are made, not misleading. Each of Parent and Purchaser agrees to provide the Company and its counsel with copies of any written comments Parent and Purchaser or their counsel may receive from the Commission or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall provide the Company and its counsel an opportunity to participate, including by way of discussions with the Commission or its staff, in the response of Parent and Purchaser to such comments. (c) Parent shall provide or cause to be provided to Purchaser 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 Purchaser 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 to this Agreement not having theretofore been terminated The parties acknowledge and agree that on April 5, 2011, Merger Sub commenced (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the terms and subject to the conditions of the Offer shall be exchanged for the right to receive $0.457 in cash, without interest (such amount for each Share, the “Offer Consideration”), subject to the other provisions of this Section 8.1 1.1. (b) The obligations of Merger Sub, and of Parent to cause Merger Sub, to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction of the Minimum Condition, as defined on Exhibit B hereto and (ii) the satisfaction or waiver by Merger Sub of the other conditions set forth in Exhibit B (such conditions, together with the Minimum Condition, the “Offer Conditions”) and the terms and conditions hereof. Parent and Merger Sub expressly reserve the right, in their sole discretion, to waive any Offer Condition or to modify the terms or conditions of the Offer consistent with the terms of this Agreement, except that, without the prior written consent of the Company, neither Parent nor Merger Sub shall, except pursuant to Section 6.2(e), (A) reduce the Offer Consideration, (B) change the form of consideration payable in the Offer, (C) reduce the number of Shares to be purchased by Merger Sub in the Offer, (D) waive or amend the Minimum Condition, (E) add to the Offer Conditions or impose any other conditions to the Offer, (F) extend the expiration of the Offer except as required or permitted by Section 1.1(c), (G) otherwise amend, modify or supplement any Offer Condition or any term of the Offer set forth in this Agreement in a manner adverse to the holders of Shares or (H) abandon or terminate the Offer, except as provided in Article VIII hereof. Notwithstanding the foregoing, Parent may amend the Offer without violation of the foregoing limitations and without the prior written consent of the Company in connection with its “match” right set forth in Section 6.2(e) in order to cause the Offer to comply with its requirements thereunder, provided that such “match” right-to-adjust shall not apply to Section 1.1(b)(D) and shall apply to Section 1.1(b)(G) only to the extent that the revised Offer, taken as a whole (as opposed to any individual term), has not been revised in a manner adverse to the holders of Shares. (c) The Offer shall expire on May 2, 2011 (the “Initial Expiration Date”), except as may otherwise be required by applicable Law; provided, however, that Merger Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but it to (in no event later than five business days from, each case unless Parent or the date of Company has terminated this Agreement, commence an offer Agreement pursuant 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"Article VIII), of extend the Company outstanding immediately prior to Offer (i) if at the consummation Initial Expiration Date or any subsequent scheduled expiration date of the Offer (together with the "Shares"Initial Expiration Date, the “Expiration Date”) any of the Offer Conditions shall not have been satisfied or waived, for one or more successive periods of up to ten (10) Business Days per extension (or any longer period as may be reasonably requested by Parent and approved in advance in writing by the Company) until the earlier to occur of (A) the date such Offer Conditions are satisfied or waived or (B) August 31, 2011 (the “Outside Date”), subject only or (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof or the rules of the New York Stock Exchange (the “NYSE”) or any applicable Law. (d) [Intentionally Omitted]. (e) Subject to the conditions set forth in Exhibit A hereto (terms of the "Conditions"), at a price Offer and this Agreement and the satisfaction or waiver by Merger Sub of $19.50 (all of the "Offer Price") per Share, net to the seller in cash. Subject only to the Conditions, Merger Sub shall, and Parent shall cause Sub to, will irrevocably accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer and not withdrawn prior to promptly after the expiration date of thereof (as the Offer as promptly as practicable following the expiration date of the Offer. Sub expressly reserves the right same may be extended or required to amend be extended, in each case in accordance with the terms and conditions of Section 1.1) (the date on which the first of such Shares are accepted for payment under the Offer, PROVIDED the “Acceptance Date”); provided, however, 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 event the number of Shares sought, or (iii) changes any of the Conditions or imposes additional conditions validly tendered and not validly withdrawn pursuant to the Offer or amends exceeds an amount equal to forty-nine and nine-tenths percent (49.9%) of the Shares then outstanding (the “Offer Amount”), Merger Sub will purchase, on a pro rata basis based on the Shares actually deposited in the Offer by each holder of any such Shares, Shares representing the Offer Amount; provided, further, that notwithstanding any other term provision of this Agreement, in the event Merger Sub purchases a number of Shares equal to the Offer Amount pursuant to and in either case in any manner adverse accordance with this Section 1.1(e), then at all times prior to the holders termination 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 PROVIDEDAgreement, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Company and may not be waived shall take no action whatsoever (including the redemption of any Shares) 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 Merger Sub may extend that would have the Offer without effect of increasing the consent percentage of direct or indirect ownership of Shares by Parent and its controlled Affiliates, including Merger Sub, in excess of forty-nine and nine-tenths percent (49.9%). (f) Parent shall cause to be provided to Merger Sub all of the Company (A) if at the scheduled expiration date of the Offer funds necessary to purchase any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable Shares that Merger Sub becomes obligated to purchase pursuant to the Offer Offer, and PROVIDEDshall cause Merger Sub to perform, FURTHERon a timely basis, that if the Conditions are not satisfied or, all of Merger Sub’s obligations under this Agreement with respect 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 and the Merger and payment or sixty (60) calendar days after the date hereof, provided that such extension shall not be required if issuance of consideration contemplated by this Agreement 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 Offerrespect thereof. (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 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 Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of Section 8.1 hereof, Sub shall, 10.1 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 attached hereto and made a part hereof shall have occurred or be existing (the "Conditions"unless such event shall have been waived by Parent), 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 toSubsidiary to commence, and Subsidiary shall commence, the Offer at the Per Share Amount. The obligation of Subsidiary to accept for payment and pay for all Shares validly tendered pursuant to the Offer and not withdrawn prior shall be subject only 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 soughtthat, when combined with the Shares already owned by Subsidiary and its direct or indirect subsidiaries, constitute at least sixty-six and 2/3rds percent (iii66.66%) changes any of the Conditions then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or imposes additional conditions to upon the Offer exercise of any options, warrants 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 rights 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 the other conditions set forth in Exhibit A hereto. Subsidiary expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the Per Share Amount payable in the Offer, and to make any other changes in the terms and conditions of the Offer (notwithstanding Section 10.3); provided, however, that no change may be made which (i) decreases the Per Share Amount payable in the Offer, (ii) reduces the maximum number of Shares to be purchased in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Exhibit A hereto, (iv) amends or changes the terms and conditions of the Offer in any manner materially adverse to the holders of Shares (other than Parent and its subsidiaries) or (v) changes or waives the Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), Subsidiary shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) 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 execution and delivery of this Agreement, the Parent and Subsidiary shall make a public announcement disclosing only the information pertaining to the Offer permitted by Rule 135(a)(4) promulgated by the Securities and Exchange Commission (the "Subsidiary" meansSEC") pursuant to the Securities Act of 1933, as amended (the "Securities Act"). Promptly after such public announcement, Parent and Subsidiary shall file a Registration Statement on Form S-4 (the "Registration Statement") with the SEC for purposes of registering the Parent Common Stock pursuant to any Person the Securities Act. Parent and Subsidiary shall take all reasonable efforts to cause the Registration Statement to be declared effective by the SEC as soon as possible after filing. (c) As soon as defined below)reasonably practicable after the Registration Statement is declared effective by the SEC, any corporationSubsidiary shall file with the SEC and disseminate to holders of Shares to the extent required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, limited liability companythe "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase the Shares, partnership or joint venture, whether now existing or hereafter organized or acquired: (i) which may be comprised of the prospectus contained in the case of a corporationRegistration Statement, of which at least a majority (the "Offer to Purchase") and forms of the outstanding shares related letter of stock having transmittal and any related summary advertisement (the Schedule 14D-1, 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, Subsidiary and the Company agree to correct promptly any information provided by any of them for use in the Registration Statement or Offer Documents which shall have become false or misleading, and Parent and Subsidiary further agree to take all steps necessary to cause the Registration Statement and 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 and its counsel shall be given a reasonable opportunity to review and comment on the Registration Statement and Offer Documents and any amendments thereto prior to the filing thereof with the SEC. Parent and Subsidiary will provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Subsidiary may receive from the SEC or its staff with respect to the Registration Statement or 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 oral response of Parent, Subsidiary or their counsel. In the event that the Offer is terminated or withdrawn by Subsidiary, Parent and Subsidiary shall cause all tendered Shares to be returned promptly (and to full extent within their power, within five (5) business days) to the registered holders of the 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) paying agent designated 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.

The Offer. (a) Subject to this Agreement not having theretofore been terminated in accordance with the provisions of Section 8.1 hereofthe 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 the execution and delivery 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, net and to the seller terms and conditions of the Agreement. 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 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, (vi) amend any other term of or add any new term to the Offer in any manner materially adverse to the holders of the Shares or (vii) waive the Minimum Condition (as defined in Exhibit A). Notwithstanding the foregoing, Sub may, without the consent of the Company, (A) Subject to Section 9.01(b)(i)(Y), 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, (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 from time to time until two business days after the expiration of the last to expire of the waiting period under the HSR Act (as defined in Section 4.05 below) and Section 24 a, Subsection 2, sentence 1 of the German Law Against Restraints of Trade (the "German Competition Act") and (D) extend the Offer for a period not to exceed 15 business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, if, immediately prior to such expiration date (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares (on a fully diluted basis). Subject only to the Conditionsterms and conditions of the Offer and the 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) The Company will not, nor will it permit any On the date 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 commencement of the outstanding shares of stock having by Offer, Parent and Sub shall file with the terms thereof ordinary voting power to elect SEC 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.Tender Offer

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 events set forth in Annex I hereto (the ‘‘Tender Offer Conditions’’) shall have occurred, as promptly as reasonably practicable, Parent shall cause Purchaser to commence (within the meaning of Section 8.1 hereofthe Exchange Act) an offer to purchase all outstanding shares of Seller Common Stock at the Offer Price, Sub and shall, upon commencement of the Offer but after affording the Seller a reasonable opportunity to review and comment thereon, file a Schedule TO and all other necessary documents with the Securities and Exchange Commission (the ‘‘SEC’’) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, in each case in connection with the Offer (the ‘‘Offer Documents’’), and shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions, Purchaser shall, and Parent shall cause Sub it to, as promptly soon as practicable afterpossible after the expiration of the Offer, but in no event later than five business days fromaccept for payment, the date of this Agreementand pay for (after giving effect to any required withholding Tax), 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 Seller 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 Stock validly tendered pursuant to the Offer and not withdrawn prior to (the expiration date of acceptance for payment, the Offer as promptly as practicable following ‘‘Acceptance Date’’). (b) Without the expiration date of the Offer. Sub expressly reserves the right to amend the terms and conditions of the Offer, PROVIDED that without the prior written consent of the CompanySeller, no amendment may be made which (i) decreases the price per Share Purchaser shall not decrease the Offer Price or changes change the form of consideration payable in the Offer, (ii) decreases decrease the number of Shares soughtshares of Seller Common Stock sought to be purchased in the Offer, or (iii) changes any of the Conditions or imposes 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 shares of Seller Common Stock. The Offer shall remain open until the date that is twenty (it being understood that extensions 20) Business Days after the commencement of the Offer (the ‘‘Expiration Date’’), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the two succeeding sentences or as contemplated may be required by this Section 1.1(a) are not adverse to applicable Laws, in which event the holders of Shares)term ‘‘Expiration Date’’ shall mean the latest time and date as the Offer, as so extended, may expire; and PROVIDEDprovided, FURTHERhowever, that Purchaser may provide a subsequent offering period after the Minimum Condition (as defined Expiration Date, in Exhibit A hereto) is for accordance with Rule 14d-ll under the benefit Exchange Act. If at any Expiration Date, any of the Company and may Tender Offer Conditions is not be satisfied or 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; PROVIDEDPurchaser, HOWEVER, Parent and Sub Purchaser may extend the Offer without from time to time; provided, however, that, on the consent scheduled Expiration Date of the Company Offer, (Ai) if at the scheduled expiration date of waiting period under the Offer HSR Act or under any of the Conditions shall not have been satisfied material applicable foreign statutes or waived or (B) for any period required by any Laws (as hereinafter defined) regulations applicable to Merger, including clearance under the Offer and PROVIDEDGerman Act against Restraints of Competition, FURTHERshall have not expired or been terminated, 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 Purchaser shall extend the Offer from time to time for up until the expiration or termination under the HSR Act or any other material applicable foreign statutes or regulations , including clearance under the German Act against Restraints of Competition, (ii) if any of the Tender Offer Conditions set forth in paragraphs (a) or (b) of Annex I hereto shall have occurred and be continuing, Purchaser shall extend the Offer from time to time until the earlier of (A) five (5) business days Business Days after the time such condition or conditions shall no longer exist or (B) such time at a time which the matters described in such paragraphs (a) or such longer period as (b) shall be approved by the Companyhave become final and non-appealable; or (iii) until the earlier if all of the consummation Tender Offer Conditions are satisfied and more than 50% but less than 90% of the outstanding shares of Seller Common Stock on a fully diluted basis (as defined in Annex I) have been validly tendered and not withdrawn in the Offer, Purchaser shall have the right, in its sole discretion, but not the obligation to extend the Offer from time to time up to a maximum of ten (10) additional Business Days in the aggregate. Nothing contained in this paragraph shall affect any termination rights in Article IX. Subject to the terms of the Offer or sixty (60) calendar days after and this Agreement and the date hereofsatisfaction of all the Tender Offer Conditions as of any Expiration Date, 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 pay for all Shares shares of Seller Common Stock validly tendered and not validly withdrawn prior pursuant to the expiration Offer as soon as practicable after such Expiration Date 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 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, after the date public announcement of the execution of this Agreement), Purchaser shall commence an offer to purchase for cash (within the meaning of Rule 14d-2 under the Securi- ties 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 Common StockExchange Act"), 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 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 represents at least a majority of the Shares outstanding on a fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights and securities exercisable or convertible into Shares)(the "Minimum ------- Condition") and to the other conditions set forth in Annex I hereto, shall use --------- all reasonable efforts to consummate the Offer in accordance with its terms. The obligations of the Purchaser 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 I hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") subject to the Minimum Condition and the ----------------- other conditions set forth in Annex I hereto and reflecting, where appropriate, the other terms set forth in this Agreement. Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price, decrease the number of Shares sought, change the form of consideration payable in the Offer, propose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of the Shares without the written consent of the Company; provided, however, that if on the initial scheduled expiration -------- ------- date of the Offer, which shall be twenty (20) business days after the date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived, Purchaser may, from time to time, in its sole discretion, extend the expiration date. 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 tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the expiration -------- ------- date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer constitute less than 90% of the outstanding Shares, the Purchaser may extend the Offer for a period not to exceed five (5) 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 "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-l"). 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 or sent 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 made 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 furnished by the Company, in writing expressly for inclusion in the Offer Documents. The information supplied by the Company will notexpressly for inclusion in the Offer Documents and by Parent or the Purchaser, nor will it permit any of its Subsidiaries expressly for inclusion in the Schedule 14D-9 (as defined belowhereinafter defined) towill 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 made therein, tender into in light of the circumstances under which they were made, not misleading. (c) Each of Parent and the Purchaser will take all steps necessary to cause the Offer any Shares beneficially owned 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 itapplicable federal securities laws. For purposes Each of this AgreementParent and the Purchaser, "Subsidiary" meanson the one hand, as to any Person (as defined below)and the Company, any corporationon the other hand, limited liability company, partnership or joint venture, whether now existing or hereafter organized or acquired: will promptly (i) correct any information provided by it for use in the case of a corporation, of which at least a majority of Schedule 14D-1 or the outstanding shares of stock having by Offer Documents if and 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 extent that it shall have become false or misleading in any contingency) is at the time directly or indirectly owned or controlled by such Person and/or one or more of its Subsidiaries or material respect and (ii) supplement the information provided by it specifically for use in the case of a limited liability company, partnership Schedule 14D-1 or joint venturethe Offer Documents to include any information that shall become necessary in order to make the statements made therein, in light of the circumstances under which such Person they were made, not mis- leading, and the Purchaser further will take all steps necessary to cause the Schedule 14D-1 or Subsidiary 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 reasonable opportunity to review any Offer Documents before they are filed with the SEC. In addition, Parent and the Purchaser will provide the Company and its counsel with any comments or other communications, 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 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 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 hereofand so long as none of the events or circumstances set forth in clauses (a)-(i) of Annex A hereto shall have occurred and be continuing, Sub shall, and Parent shall cause Sub to, as promptly as practicable after, but in no event not later than five the fifth business days from, day from the date of public announcement of the execution of this Agreement, Parent shall cause Purchaser to commence an offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer at a price equal to the Common Stock Price for the Company Common Stock (including the associated preferred stock purchase rights (the “Rights”) issued pursuant to the Rights Agreement, dated as of August 21, 1998, by and between the Company and Oxford Transfer & Registrar, as Rights Agent (the “Company Rights Agreement””)). The obligation of Purchaser to consummate the Offer, to accept for cash (as it payment and to pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject 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 Purchaser and may be amended asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser in violation of this Agreement) and Purchaser expressly reserves the right, in its sole discretion, to waive any such condition; provided that, without the consent of the Company, Parent or Purchaser shall not waive the Minimum Condition (except for waivers reducing the Minimum Condition not below a majority of the outstanding shares of Company Common Stock on a fully diluted basis) or the condition set forth in paragraph (g) of Annex A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer in accordance with Rule 14e-1(a) promulgated under the Exchange Act, unless this Agreement is terminated in accordance with Article VIII, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of this Agreementtermination (in either case, the "Offer"“Expiration Date”). (b) 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 Purchaser expressly reserves the right right, in its sole discretion, to amend modify and make changes to the terms and conditions of the Offer, PROVIDED provided that without the prior consent of the Company, no amendment modification or change may be made which (i) decreases the price per Share or consideration payable in the Offer (except as permitted by this Agreement), (ii) changes the form of consideration payable in the Offer (other than by adding consideration), (iii) increases the Minimum Condition, or reduces the Minimum Condition below a majority of the outstanding shares of Company Common Stock on a fully diluted basis, (iv) decreases the maximum number of shares of Company Common Stock sought pursuant to the Offer, (iiv) decreases changes any other terms or conditions to the number of Shares soughtOffer in a manner materially adverse to the Company or its shareholders or option holders, or (iiivi) changes any of the Conditions or imposes additional conditions to the Offer or amends (other than solely in respect of any other term of the Offer consideration which is payable in either case in any manner adverse addition to the holders of Shares Common Stock Price). Notwithstanding the foregoing, Purchaser may (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 but shall not be waived without the Company's consent. The Offer may only be extended with the prior written consent of the Company required under this Agreement or as required by law; PROVIDEDotherwise to), HOWEVER, Parent and Sub may extend the Offer without the consent of the Company Company, (Ai) extend the Offer on one or more occasions for such period as may be determined by Purchaser in its sole discretion (each such extension period not to exceed 10 business days at a time), if at the then scheduled expiration date of the Offer any of the Conditions conditions to Purchaser’s obligations to accept for payment and pay for shares of Company Common Stock shall not have been be satisfied or waived or and (Bii) 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 PROVIDEDOffer. Without limiting the right of Purchaser to extend the Offer, FURTHERprovided that this Agreement shall not have been terminated in accordance with Section 8.1 hereof, that if the Conditions conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreementhereby, waived by Purchaser as of any scheduled expiration datethe date the Offer would otherwise have expired, Parent and Sub then, except to the extent that such conditions in the reasonable judgment of Purchaser are incapable of being satisfied, at the request of the Company, Purchaser 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 (i) December 31, 2003, (ii) the consummation of the Offer or sixty (60iii) calendar days after the date hereof, provided that such extension shall not be required if in the reasonable judgment termination of Parent or Sub, any Condition is incapable of being satisfied prior to the expiration of the sixty (60) calendar daysthis Agreement. Upon On the terms hereof and subject to the Conditionsconditions of the Offer and this Agreement, Sub will promptly after expiration of the Offer, Purchaser shall accept for payment and purchase pay for, and Parent shall cause Purchaser to accept for payment and pay for, all Shares shares of Company Common Stock (including the associated Rights) validly tendered and not withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer. Notwithstanding the foregoing, Purchaser 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 Exchange Act. (c) On the date of commencement of the Offer, Parent and Purchaser 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 the exhibits thereto, the “Schedule TO”) with respect to the Offer which will comply in all material respects with the provisions of applicable federal securities laws, and will contain the offer to purchase relating to the Offer (the “Offer to Purchase”) and forms of related letters of transmittal and summary advertisement (which documents, together with any supplements or amendments thereto and including the exhibits thereto, are referred to herein collectively as the “Offer Documents”). Parent shall deliver copies of the proposed forms of the Schedule TO and the Offer Documents to the Company within a reasonable time prior to the expiration commencement of the OfferOffer for review and comment by the Company and its counsel. The Company and its counsel shall be given a reasonable opportunity to promptly review any amendments and supplements to the Schedule TO and the exhibits thereto prior to their filing with the SEC or dissemination to shareholders of the Company. Parent agrees to provide the Company and its counsel in writing any comments that Purchaser, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Each of the Company, Parent and Purchaser shall promptly correct any information provided by it for use in the Schedule TO or the Offer Documents that shall be or shall have become false or misleading in any material respect and Parent and Purchaser further agree to take all steps necessary to cause such Schedule TO or Offer Documents as so corrected to be filed with the SEC and disseminated to the shareholders of the Company, as and to the extent required by applicable federal securities laws. (bd) The parties understand and agree that the Common Stock Price has been calculated based upon the accuracy of the representation and warranty set forth in Section 3.2(a) and that, in the event the number of outstanding shares of Company will notCommon Stock or the number of shares of Company Common Stock issuable upon the exercise or conversion of, nor will it permit any of its Subsidiaries (as defined below) or subject to, tender options, warrants, securities or other agreements exceeds the amounts specifically set forth in Section 3.2(a) (including without limitation as a result of any stock split, stock dividend, including any dividend or distribution of securities convertible into shares of the Offer any Shares beneficially owned by it. For purposes Company Common Stock, 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: (ithe number of Options and exercise prices therefor set forth in Section 3.2(a) in the case of a corporation, of which at least a majority of the outstanding Company Disclosure Schedule are inaccurately stated in any manner adverse to Parent or Purchaser, the Common Stock Price shall be appropriately adjusted downward. The provisions of this paragraph (d) shall not, however, affect the representation set forth in Section 3.2(a). Notwithstanding the foregoing, there shall be no adjustment pursuant to this paragraph (d) with respect to the issuance of shares of stock having by Company Common Stock upon the terms thereof ordinary voting power to elect a majority exercise of Options disclosed on Section 3.2(a) 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 entityCompany Disclosure Schedule.

The Offer. (a) Subject to the conditions of this Agreement not having theretofore been terminated --------- Agreement, as promptly as practicable but in accordance with no event later than five business days after the provisions date of Section 8.1 hereofthis Agreement, 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 Securities and Exchange Commission (the "Company Common StockSEC"). The obligation of Sub to, --- and of Parent to cause Sub to, commence the Offer and accept for payment, and pay for, any shares of Company outstanding immediately prior Capital Stock tendered pursuant to the consummation of the Offer (the "Shares"), are subject only to the conditions set forth in Exhibit A hereto (any of which may be waived by Sub, in its sole discretion, provided that, without the consent of the Company, -------- Sub may not waive the Minimum Tender Condition (as defined in Exhibit A)) and to the other conditions in this Agreement. The initial expiration date of the Offer shall be January 5, 2000. 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 of Company Capital Stock subject to the Offer, (ii) reduce the price per share of Company Common Stock to be paid pursuant to the Offer, (iii) reduce the price per share of Company Preferred Stock to be paid pursuant to the Offer, (iv) modify or add to the conditions set forth in Exhibit A, (v) extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner materially adverse to holders of Company Capital Stock. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if, at the scheduled expiration date of the Offer, any of the conditions to Sub's obligation to purchase shares of Company Capital Stock are not satisfied, 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 SEC or the staff thereof applicable to the Offer and (iii) extend the Offer for any reason for a period (a "Parent Extension Period") of not more than 10 ----------------------- business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence or that results from an extension of the Offer requested by the Company pursuant to the next sentence; provided, however, that if Sub extends the Offer pursuant to clause (iii) of -------- ------- this sentence, it shall waive during any such Parent Extension Period all conditions of the Offer set forth in Exhibit A other than (x) the Minimum Tender Condition and (y) the condition in paragraph (b) of Exhibit A solely to the extent Parent and Sub would violate any Applicable Law (as defined in Section 3.05(a)) or Judgment (as defined in Section 3.05(a)) in purchasing shares of Company Common Stock pursuant to the Offer. If any of the conditions of the Offer set forth in Exhibit A (other than the Minimum Tender Condition) is not satisfied or waived on any scheduled expiration date of the Offer, then, if requested by the Company, Sub shall extend the Offer one or more times (the "Conditions")period of each such extension to be determined by Sub) for up to 30 days in the aggregate for all such extensions, provided that at a price the time of $19.50 (such extension any such condition is reasonably capable of being satisfied. On the "Offer Price") per Share, net 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 Capital 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 will be made, together with any Shares beneficially owned supplements or amendments thereto, the "Offer Documents"). Each of Parent, Sub --------------- and the Company shall promptly correct any information provided by it. For purposes 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 this AgreementParent 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, "Subsidiary" meansin each case, as and to the extent required by applicable Federal securities laws. Parent and Sub shall provide the Company and its counsel with any Person (as defined below)comments Parent, any corporation, limited liability company, partnership Sub or joint venture, whether now existing their counsel may receive from the SEC 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 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 Provided that this Agreement shall not having theretofore have been terminated in accordance with the provisions of pursuant to Section 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly as practicable afterreasonably practicable, but in no event later than five seven business days from, following the date public announcement of the terms of this Agreement (which public announcement shall occur no later than the first business day following the execution of this Agreement), the Purchaser shall, and the Parent shall cause the Purchaser to, 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 in accordance with the terms of from time to time as permitted by this Agreement, the "Offer") to purchase all of the shares of common stockCommon Stock, par value $0.25 0.01 per share of the Company (the "Company Common Stock") issued and outstanding (including the related Rights, as defined in Section 4.4(a), 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 U.S. $19.50 (the "Offer Price") 67.50 per Shareshare, net to the seller in cashcash (such price, or such higher (or other price if adjusted pursuant to Section 6.16) price per share of Company Common Stock as may be paid in the Offer, being referred to herein as the "Offer Price"). Subject only to For purposes of this Agreement, the Conditionsterm "business day" shall mean any day, Sub shallother than Saturday, Sunday or a federal holiday, and Parent shall cause Sub to, consist of the time period from 12:01 a.m. through 12:00 midnight Eastern time. The obligation of the Purchaser to accept for payment and pay for all Shares validly shares of Company Common Stock (including the related Rights) tendered pursuant to the Offer and shall be subject only to the condition that there shall be validly tendered (other than by guaranteed delivery where actual delivery has not withdrawn occurred) in accordance with the 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 soughtshares of Company Common Stock that, 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 together with the prior written consent shares 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 Common Stock then owned by the Company) until Parent and/or the earlier of the consummation of the Offer or sixty (60) calendar days after the date hereofPurchaser, 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 Company Common Stock outstanding on a fully diluted basis (after giving effect to the terms thereof ordinary voting power conversion or exercise of all outstanding options, warrants and other rights 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 acquire, and securities exercisable or convertible into, Company Common Stock, whether or not exercised or converted at the time directly of determination, other than potential dilution attributable to the Rights) (the "Minimum Condition") and to the satisfaction or indirectly owned or controlled waiver by such Person and/or one or more the Purchaser as permitted hereunder of its Subsidiaries or the other conditions set forth in Annex I hereto. The Offer shall be made by means of an offer to purchase (iithe "Offer to Purchase") and the related letter of transmittal, each in form reasonably satisfactory to the case Company, containing the terms set forth in this Agreement and the conditions set forth in Annex I. Without limiting the foregoing, effective upon Consummation of a limited liability companythe Offer (as defined in Section 1.4), partnership or joint venture, in which such Person or Subsidiary the holder of such Person is a managing memberCompany Common Stock (including the related Rights) will sell and assign to the Purchaser all right, general partner or joint venturer or of which a majority title and interest in and to all of the partnership shares of Company Common Stock tendered (including, but not limited to, such holder's right to any and all dividends and distributions with a record date before, and a payment date after, the scheduled 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 entityextended expiration date).

The Offer. (a) Subject to the provisions of this Agreement, as promptly as practicable after the date that this Agreement not having theretofore been terminated is executed by Parent, Sub and the Company, Parent and Sub shall amend the Offer to reflect this Agreement and amend the conditions to the Offer in accordance herewith. The expiration date of the Offer shall be the tenth day, other than a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (each a "BUSINESS DAY"), from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock in accordance with the provisions terms of Section 8.1 hereofthis Agreement. The Offer shall be made pursuant to a supplement to Sub's offer to purchase, dated August 8, 2002 and contained in the Schedule TO, and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS") containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to the Company. The obligation of Sub to accept for payment, and pay for, any Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex A (the "OFFER CONDITIONS") (any of which may be waived in whole or in part by Parent and Sub in their reasonable discretion, except that Parent and Sub shall not waive the Minimum Condition without the consent of the Company) and to the terms and conditions of this Agreement. Parent and Sub expressly reserve the right to modify the terms of the Offer, except that, without the consent of the Company, Parent and Sub shall not (i) reduce the number of shares of Company Common Stock subject to the Offer; (ii) reduce the Offer Price; (iii) amend or add to the Offer Conditions; (iv) except as provided in the next sentence, extend the Offer; (v) change the form of or reduce the consideration payable in the Offer; or (vi) amend any other term of the Offer in any manner adverse to the Company Stockholders. Notwithstanding the foregoing, Parent and 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 "COMMISSION") applicable to the Offer; (iii) extend the Offer for any reason 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) or (ii) of this sentence; or (iv) extend the Offer for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"); provided that, in the case of clause (iv) above, Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial offering period in accordance with Rule 14d-11 of the Exchange Act. Subject to the foregoing and applicable law and upon the terms and subject to the conditions of the Offer, Sub shall, and Parent shall cause Sub it to, accept for payment, as promptly as permitted under applicable securities laws, and pay for, as promptly as practicable after, 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 on which Sub first accepts 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 (such date, regardless 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, whether Parent and Sub may extend the Offer without the consent elect to provide for one or more subsequent offering periods pursuant to Rule 14d-11 of the Exchange Act, the "ACCEPTANCE DATE"), all shares of 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 expiration of the Offer. (b) As promptly as practicable after this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall file with the Commission an amendment to the Schedule TO. The Company will not, nor will it permit any of its Subsidiaries (as defined below) to, tender into Schedule TO shall reflect the Offer any Shares beneficially owned by it. For purposes terms of this Agreement, "Subsidiary" meansamend the conditions to the Offer in accordance herewith and contain the Offer Documents. Parent and Sub agree that the Offer Documents shall comply in all material respects with the Exchange Act and the Offer Documents, on the date first published, sent or given to the Company 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; provided that no covenant is made by Parent or Sub with respect to information supplied by the Company or any Company Stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and the Company 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 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 the Company 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 and comment upon the Offer Documents prior to their filing with the Commission or dissemination to the Company Stockholders. Parent and Sub agree to provide the Company and its counsel with any Person comments Parent, Sub or their counsel may receive from the Commission with respect to the Offer Documents promptly after the receipt of such comments. (as defined below)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 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 Common Stock that Sub becomes obligated to accept for payment, and pay for, 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.