Common use of The Offer Clause in Contracts

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities laws.

The Offer. 2.1. (a) The Offer. ---------Primary Borrower, Fincx 0 xnd Bidco each undertake with each of the Finance Parties that it shall (or shall procure that Bidco shall, as applicable): 2.1.1. Provided that (i) this Agreement shall not have been terminated until the earlier of the date the Offer lapses or is finally closed, comply in accordance all material respects with Section 10.1the Code, the Financial Services Act 0000 xxx the Act and all other applicable laws and regulations relevant in the context of the Offer; (ii) none provide the Facility Agent with such information regarding the progress of the events Offer as it may reasonably request and, provided no breach of the Code would result, all material written advice given to it in respect of the Offer; 58 - 00 - (xxx) not declare the Offer unconditional at a level of acceptances below that required by Rule 10 of the Code; (iv) ensure that at no time shall circumstances arise whereby a mandatory offer is required to be made by the terms of Rule 9 of the Code in respect of the Target Shares; (v) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), waive, amend or agree or decide not to enforce, in whole or in part, the conditions of the Offer set ------------ forth out in Annex A hereto paragraphs (c) (Referral) or (b) (Coalco Disposal Agreement) of Appendix 1 to the Press Release; (vi) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), such consent not to be unreasonably withheld or delayed, waive, amend (but not including extending the Offer period, which shall have occurred be at the Primary Borrower's discretion provided that the Offer is closed within the period required by clause 10.4(f) below) or agree or decide not to invoke, in whole or in part, in any material respect, any of the other material conditions of the Offer (and the Primary Borrower, Fincx 0 xnd Bidco acknowledge that the total Indebtedness of the Target Group requiring to be existingrefinanced, and the amount of any contingent liabilities of the Target Group which would or might crystallise upon the terms and ------- subject to Offer becoming unconditional, are material), provided that the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties heretoPrimary Borrower, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company Fincx 0 xnd Bidco shall not be ----- required in breach of this clause (vi) if they fail to accept for payment invoke a condition of the Offer because the Takeover Panel has directed that they may not do so. (b) Each of the Primary Borrower, Fincx 0 xnd Bidco acknowledges and pay for Shares tendered pursuant confirms to the Finance Parties that if any event or circumstance occurs which under the conditions of the Offer may entitle Bidco to lapse the Offer, Bidco will promptly notify the Facility Agent and if in the reasonable opinion of the Majority Banks such event or circumstance would have a material and adverse affect on the ability of the Borrowers to comply with their material obligations under this Agreement (or the adequacy of the facilities available for refinancing indebtedness or other liabilities of the Target Group) and the Facility Agent acting on the instructions of the Majority Banks so requests, Bidco will promptly seek the consent of the Takeover Panel to lapse the Offer. If the Takeover Panel consents to Bidco's lapsing the Offer in the light of such event or circumstance, Bidco shall then lapse the Offer promptly. (c) Each of the Primary Borrower, Fincx 0 xnd Bidco shall keep the Arrangers informed and consult with them as to: (i) the terms of any undertaking or assurance proposed to be given by it, any of its Affiliates or any member of the Target Group to the Director General, the Director General of Gas Supply or the Secretary of State for Trade and Industry in connection with the Offer; (ii) the terms of any modification to any of the Licences proposed in connection with the Offer; (iii) any terms proposed in connection with any authorisation or determination necessary or appropriate in connection with the Offer; of the Offer as a result of the non-satisfaction of whichever of the conditions in Appendix 1 to the Press Release is relevant, provided that Bidco will not be obliged to lapse the Offer as a result of any proposed modifications of any Licence or any proposed undertakings or assurances from the Primary Borrower, Fincx 0, Bidco or any member of the Target Group to be given to the Director General to the extent that such modifications, undertakings or assurances (as the case may be) are no more onerous than those set out and required by the Director General from Pacificorp and/or the Target Group in accordance with the terms hereof of the Monopolies and Mergers Commission Report dated 19 December 1997 into the terms original Pacificorp offer for the Target. If the Takeover Panel gives a confirmation substantially in those terms, Bidco shall at the earliest opportunity declare the Offer lapsed by reason of the non- fulfilment of such condition(s). (d) Each of the Primary Borrower, Fincx 0 xnd Bidco acknowledges and confirms to the Finance Parties that the Offer, unless or an accompanying circular to shareholders of the Target, should also contain a super class one resolution to be passed by the shareholders of the Target, seeking approval of the completion of the Coalco Disposal Agreement with effect on and from the Unconditional Date. Where the context permits, all references in this Agreement (iand in the Offer) at least seventy-five percent to the Offer being accepted and/or becoming unconditional shall be construed to include such approval being granted. (75%e) Each of the Primary Borrower, Fincx 0 xnd Bidco undertakes to the Finance Parties that within 15 days of the date on which acceptances of the Offer are received from holders of not less than 90% of the Target Shares to which the Offer relates, Bidco shall procure that a director of Bidco issues a statutory declaration pursuant to section 429(4) of the outstanding Shares (on a fully diluted basis) after giving effect Companies Act 0000, xxves notice to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration all remaining holders of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered Target Shares that it intends to acquire their shares pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions section 429 of the Offer. Subject to the terms and conditions of the Offer (includingCompanies Act 0000, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company xxd Bidco shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawnsubsequently purchase all such shares. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4"f) with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- Primary Borrower, Fincx 0 xnd Bidco undertakes to the Finance Parties that Bidco shall correct promptly in any information provided by it for use in event give notice to close the Offer Documents which shall have become false or misleadingno later than 120 days after the date of this Agreement, and each of unless the Company and TNF shall take all actions necessary Arrangers agree in their absolute discretion to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities lawsextend such period.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that As promptly as practicable (i) this Agreement shall not have been terminated but in accordance with Section 10.1, and (ii) none no event later than five business days after the public announcement of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties heretohereof), the Company Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")) a cash tender offer to acquire (the "OFFER") for any and all of the issued and outstanding Sharesshares of Common Stock, including par value $.03 per share (the associated preferred share purchase rights"SHARES"), for $17.00 of the Company at a price of U.S.$45.00 per Share, net to the seller in cash (such price, or such other price per Share (as defined may be paid in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with being referred to herein as the terms hereof and the terms of the Offer"OFFER PRICE") and, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect subject to Section 2.4 shall have been there being validly tendered and ----------- not withdrawn prior to the expiration of the Offer Offer, that number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum ConditionMINIMUM CONDITION"), ----------------- ) and (ii) to the other conditions set forth in Annex A hereto hereto, shall have been ------- satisfiedconsummate the Offer in accordance with its terms ("FULLY DILUTED BASIS" means issued and outstanding Shares and Shares subject to issuance under Company Option Plans (as defined in Section 2.4) and Shares subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock). The Per Share Amount payable by obligations of the Company in respect of each Share tendered pursuant Purchaser to commence the Offer shall, subject and to applicable withholding of taxes, be net accept for payment and to the seller in cash, upon the terms and subject pay for any Shares validly tendered on or prior to the conditions of the Offer. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (Offer and not withdrawn) Shares pursuant properly withdrawn shall be subject only to the Offer, in exchange for each Share so tendered Minimum Condition and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the other conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions")hereto. The Schedule 13E-4 and the Schedule ------------ 13E-3 Offer shall contain, or shall incorporate be made by reference, means of an offer to purchase (the "Offer to PurchaseOFFER TO PURCHASE") containing the terms set forth in this Agreement, the Minimum Condition and forms the conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought or amend any other condition of the related letter Offer in any manner adverse to the holders of transmittalthe Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company (the "COMPANY BOARD") or a duly authorized committee thereof); PROVIDED, any ----------------- related summary advertisement and any other documents related HOWEVER, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer (the Schedule 13E-4shall not have been satisfied or waived, the Schedule 13E-3Purchaser may, from time to time, in its sole discretion, extend the expiration date; PROVIDED, HOWEVER, that the Purchaser shall, if the Company, Parent and the Purchaser have not obtained the approvals of any Governmental Entity (as defined in Section 3.4) as required under Section 5.4, extend the expiration date for a period of the lesser of (i) 2 business days after the date that all such approvals have been obtained and (ii) 35 days after such initial scheduled expiration date. In addition, the Offer to Purchase Price may be increased, and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, to may 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 extended 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 conditions of the Offer, accept for payment and pay for Shares validly tendered as soon as it is permitted to do so under applicable securities lawslaw; PROVIDED, HOWEVER, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares validly tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares, the Purchaser may extend the Offer for a period not to exceed 10 business days, notwithstanding that all conditions to the Offer are satisfied as of such initial expiration date of the Offer.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 9.01 and (ii) none nothing shall have occurred that would result in a failure to satisfy any of the events conditions set ------------ forth in Annex A hereto shall have occurred or be existinghereto, upon not later than five business days after the terms and ------- subject to the conditions set forth herein and as soon as practicable following public announcement of the execution of this Agreement, Parent shall cause Sub to, and delivery hereof by Sub shall, commence (within the parties heretomeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the Company shall commence rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) a cash tender offer (the "Offer") to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, shares of Company Common Stock for $17.00 11.00 per Share share (as defined in such amount, or any greater amount per share paid pursuant to the recitals heretoOffer, the "OfferPer Share Amount"), net to the seller in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and regulations. The Company shall not be ----- required obligation of Sub to consummate the Offer and to accept for payment and to pay for Shares shares of Company Common Stock tendered pursuant to the OfferOffer shall be subject only to (i) the condition that there shall have been validly tendered and not withdrawn, in accordance with the terms hereof of the Offer and prior to the terms expiration date of the Offer, unless a number of shares of Company Common Stock that represents (itogether with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least seventy-five percent (75%) a majority of the shares of Company Common Stock outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer basis (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied(together with the Minimum Condition, the "Offer Conditions"). The Per Share Amount payable by Sub expressly reserves the Company in respect of each Share tendered pursuant right to waive the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions Minimum Condition or any of the Offer. Subject other Offer Conditions and to make any other changes in the terms and conditions of the Offer (includingother than extending the Offer except as expressly provided below in this Section 1.01(a)); provided, however, that, without limitationthe prior written consent of the Company, no change may be made which (i) decreases the Minimum Per Share Amount or the number of shares of Company Common Stock sought in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) amends any Offer Condition), (v) except as promptly as practicable following provided below, extends the Offer or (vi) is materially adverse to the holders of shares of Company Common Stock. Notwithstanding anything to the contrary in this Agreement, (i) Sub may, in its sole discretion and without the consent of the Company, (A) extend the Offer, at any time up to the Outside Termination Date, for one or more periods of not more than ten business days each, if, at the then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly Common Stock duly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered Offer and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all subsequently withdrawn represents less than 90% of the conditions set forth in Annex --------- ----- A shall shares of Company Common Stock then outstanding; or (C) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission ("SEC") or the staff thereof applicable to the Offer and (ii) if at any scheduled expiration date of the Offer any Offer Condition has not have been satisfied, the Company shallsatisfied or waived by Sub, at the direction written request of TNF, - extend the Company delivered no later than the scheduled expiration date of the Offer, Sub shall, and shall continue to, extend the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, for one or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities laws.more

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration or termination of the Offer (the "Minimum ------- Share Condition"), ----------------- ) and (ii) to the other conditions to the Offer set forth in Annex A hereto shall have been ------- satisfied. --------------- Exhibit A. The Per Share Amount payable Purchaser may at any time transfer or assign to one or more --------- corporations directly or indirectly wholly owned by Parent the Company in respect right to purchase all or any portion of each Share the Shares tendered pursuant to the Offer shall(the "Tendered -------- Shares"), subject but no such assignment shall relieve the Purchaser of its ------ obligations hereunder. The Purchaser expressly reserves the right to applicable withholding waive any of taxes, be net the conditions to the seller Offer set forth in cash, upon Exhibit A and to modify the terms --------- and subject to the conditions of the Offer. Subject to ; provided, however, that, without the prior written -------- ------- approval of the Company, the Purchaser shall not amend or modify the terms and conditions of the Offer to (including, without limitation, i) reduce the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause cash price to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares paid pursuant to the Offer, (ii) reduce the number of Shares as to which the Offer is made, (iii) change the form of consideration to be paid in exchange the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to its obligation to accept for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of payment or pay for the conditions Tendered Shares other than those set forth in Annex Exhibit A. --------- ----- A Notwithstanding anything else in this Agreement to the contrary, without the consent of the Company, Purchaser shall not have been satisfied, the Company shall, at the direction of TNF, - right to extend the Offer beyond the initial expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the (which shall be twenty (20) business days following commencement of the Offer, the "Initial Expiration ------------------ Date"), to August 1, 2000 in any event, and in the following events: (i) from ---- time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if applicable) any of the conditions to the Offer (other than the Minimum Share Condition to which this clause does not apply) shall not have been satisfied or waived, until such conditions are satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the Staff thereof applicable --- to the Offer or any period required by applicable law; (iii) if all conditions to the Offer other than the Minimum Share Condition are satisfied or waived, but the Minimum Share Condition has not been satisfied, for one or more periods not to exceed ten (10) business days each (or an aggregate of thirty (30) business days for all such extensions; or (iv) if all of the conditions to the Offer are satisfied or waived but the number of shares of Company Common Stock validly tendered and not withdrawn is less than ninety percent (90%) of the then outstanding number of shares of Company Common Stock on a diluted basis, for an aggregate period not to exceed twenty (20) business days (for all such extensions); provided that Purchaser shall accept and promptly pay for all -------- securities tendered prior to the date of such extension and shall otherwise meet the requirements of Rule 14d-11 under the Exchange Act in connection with each such extension. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all any amendments and or supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3-------- TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 which shall contain, contain or shall incorporate by reference, -- reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal, any ----------------- related transmittal and summary advertisement (such Schedule TO and any other the documents related included therein or incorporated therein by reference pursuant to which the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as thereto (the "Offer Documents")). --------------- Parent and the Purchaser agree that the Offer Documents shall comply as to form in all material respects with the Exchange Act, and the rules and regulations promulgated thereunder, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company or any of its representatives which is included in the Offer Documents. Each of Parent, the Purchaser and the Company and TNF --------------- shall agrees to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleading, and each of Parent and the Company and TNF shall Purchaser further agrees to take all actions steps necessary to amend or supplement the Offer Documents and to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, amended or supplemented to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and the Purchaser agree to provide the Company and its counsel any comments Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Subject to the terms and conditions of the Offer, the Purchaser will accept for payment all Shares validly tendered (and not properly withdrawn in accordance with the Offer Documents) prior to the date the Offer expires (the "Expiration Date") promptly after the occurrence of the Expiration Date; --------------- provided that Purchaser shall accept and pay for all Shares which have been -------- validly tendered and not withdrawn prior to the Initial Expiration Date promptly after the Initial Expiration Date. Purchaser shall pay for Shares which have been validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to applicable rules and regulations of the SEC and the terms of this Agreement, Purchaser expressly reserves the right to delay payment for Shares in order to comply in whole or in part with applicable laws.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) Subject to the conditions of this Agreement shall not have been terminated Agreement, as promptly as practicable but in accordance with Section 10.1no event later than five business days after the date hereof, Sub shall, and (ii) none Parent shall cause Sub to, commence the Offer within the meaning of the events set ------------ forth in Annex A hereto shall have occurred or be existingapplicable rules and regulations of the Securities and Exchange Commission (the SEC); provided, upon however, that the terms 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 Common Stock tendered pursuant to the Offer is subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire in Annex 1 (any or all of which (other than the issued and outstanding SharesMinimum Tender Condition) may, including subject to the associated preferred share purchase rightsprovisions hereof, for $17.00 per Share (as defined in the recitals heretobe waived by Parent or Sub, the "Offer"subject to applicable Law). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the initial expiration date of the Offer (the "Minimum Condition"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, ----------------- and 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 other Offer Price, (iii) reduce or waive the Minimum Tender Condition (defined in Annex 1), (iv) add to the conditions set forth in Annex A hereto 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 Company'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 have been ------- satisfied. The Per Share Amount payable 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 9.1(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 9.1(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 in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon any representation or warranty contained herein. On the terms and subject to the conditions of the Offer. Subject Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment shares of Company Common Stock tendered as soon as it is legally permitted to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share do so tendered and not withdrawnunder applicable Law. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) On the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Sub shall, and Parent shall cause Sub to, file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") TO with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 which shall contain, or shall incorporate by reference, contain an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal, any ----------------- related transmittal and summary advertisement (such Schedule TO and any other the documents related included therein pursuant to which the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred the OFFER DOCUMENTS). The Company shall cooperate fully in the preparation of the Offer Documents and the Company and its counsel shall be given a reasonable opportunity to herein collectively as review the "Offer Documents")Documents before they are filed with the SEC. Each of Parent, Sub and the Company and TNF --------------- shall promptly correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF Sub shall take all actions steps necessary to amend or supplement the Offer Documents and to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, amended or supplemented to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable Federal securities lawsLaw. 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 and Sub shall timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and shall disseminate to the Company's stockholders via the Offer Documents the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) Provided that this Merger Agreement shall not have been terminated in accordance with Section 10.1, 8.01 and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following (but in no event later than five business days from the execution and delivery hereof by public announcement of the parties hereto, terms of this Merger Agreement) the Company Offerors shall commence a cash tender offer to acquire all the Offer. The initial expiration date of the issued Offer shall be the twentieth business day from and outstanding Shares, including after the associated preferred share purchase rights, for $17.00 per Share date the Offer is commenced (as defined in the recitals hereto, the "OfferInitial Expiration Date"). . (ii) The Company shall not be ----- required obligation of the Offerors to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with Offer shall be subject only to the terms hereof and the terms satisfaction of the Offer, unless following conditions: (iA) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been that there be validly tendered and ----------- not withdrawn prior to the expiration of the Offer that number of Shares which, when taken together with all Shares owned by the Offerors, represents at least ninety percent of the then outstanding Shares on a fully-diluted basis (the "Minimum Condition"), ----------------- and (iiB) the other conditions set forth in Annex A hereto (collectively, the "Additional Offer Conditions," and together with the Minimum Condition, the "Offer Conditions"), any of which Additional Offer Conditions may be waived by the Offerors in their sole discretion. (iii) The Offerors expressly reserve the right to amend or make changes to the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall have been ------- satisfiednot (v) decrease the Offer Price or change the form of consideration to be paid in the Offer, (w) waive or modify the Minimum Condition, (x) decrease the number of Shares sought in the Offer, (y) impose any additional conditions to the Offer from the Offer Conditions, or (z) otherwise amend the Offer in a manner that would adversely affect the holders of Shares. The Per Share Amount payable Company agrees that no Shares owned by the Company for its account will be tendered pursuant to the Offer. Notwithstanding anything in respect this Merger Agreement to the contrary, without the consent of each Share the Company, the Offerors shall have the right to extend the Offer beyond the Initial Expiration Date in the following events: (1) from time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if applicable), any of the conditions to the Offer have not been satisfied or waived; (2) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable Law (as hereinafter defined); or (3) pursuant to an amendment to the Offer providing for a "subsequent offering period" to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange; provided, that notwithstanding anything to the contrary, if any of the conditions to the Offer are not satisfied or, if applicable, waived on any scheduled expiration date of the Offer, the Offerors shall be required to extend the Offer for a period of 10 business days and, if at the end of such 10 business day period all of the conditions to the Offer are still not satisfied or, if applicable, waived, an additional period of 10 business days; provided further, that, without the consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall not extend the Offer beyond the date that is 50 business days from the date on which the Offer was commenced. (iv) Following the satisfaction or waiver of the Offer Conditions, Purchaser shall accept for payment, in accordance with the terms of the Offer, all Shares validly tendered pursuant to the Offer and not withdrawn as soon as it is permitted to do so pursuant to applicable Law. On or prior to the dates that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes obligated to accept for payment and pay for Shares pursuant to the Offer and Merger, Mr. Sosnoff shall provide, or xxxxx xx xx provided, to Purchaser (or, in the case of the Merger, the Surviving Corporation) the funds necessary to pay for all Shares that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes so obligated to accept for payment and pay for pursuant to the Offer and Merger, as the case may be. The Offer Price shall, subject to applicable any required withholding of taxesTaxes (as defined below), be net to the seller stockholder in cashcash without interest and less any required withholding taxes, 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), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company (b) The Offerors shall file with the SEC an Issuer Tender on the date that the Offer is commenced a Offer Statement on Schedule 13E-4 TO (together with all any supplements or amendments and supplements thereto, the "Schedule 13E-4TO") with respect to -------------- the Offerwhich will contain, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements theretoamong other things, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms purchase, form of the related letter of transmittal, any ----------------- related transmittal and summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Each , and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as a part of the Company Schedule TO (the "Offeror Schedule 13E-3"). The Offer Documents and TNF --------------- Offeror Schedule 13E-3 shall correct promptly comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and, if applicable, 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 Offerors with respect to information provided supplied by it the Special Committee in writing for use inclusion in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall Documents. The Offerors further agree to take all actions steps necessary to cause the Offer Documents and Offeror Schedule 13E-4 and the Schedule 13E-3, as so corrected, 13E-3 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 Offerors agree promptly to correct any information provided by them or it for use in the Offer Documents or Offeror Schedule 13E-3 if and to the extent that it shall have become false and misleading in any material respect and the Offerors further agree to take all steps necessary to cause the Offer Documents or Offeror Schedule 13E-3 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 Special Committee and its counsel shall be given the opportunity to review the Schedule TO and Offeror Schedule 13E-3 before it is filed with the SEC. In addition, the Offerors agree to provide the Special Committee and its counsel with any comments or other communications that they or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offeror Schedule 13E-3 promptly after the receipt of such comments or other communications. (c) The Offerors agree to provide the Special Committee and its counsel with any comments or other communications that either of them or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly or Offeror Schedule 13E-3 after the receipt of such comments or other communications.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 9.01 and (ii) that none of the events set ------------ forth in clauses (a) through (i) of Annex A hereto shall have occurred or be existingcontinuing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company Purchaser shall commence a cash tender offer the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to acquire all of commence the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least seventy-five percent (75%) the number of Shares that shall constitute a majority of the then outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 Fully Diluted Basis shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto hereto. 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 unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been ------- satisfiedsatisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (includingas defined below) shall reserve the right to, without limitationextend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the Minimum Condition)terms of the Offer, as promptly as practicable following prior to the expiration of the OfferOffer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the Company shall deliver, or cause then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be deliveredmade to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock 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 payment shall have paid all transfer and other taxes required by reason of the payment of the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant a person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As promptly as reasonably practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Parent shall cause Purchaser to (i) file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "“Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3"TO”) with respect to the Offer, Offer and (ii) cause the Stock -------------- Purchase, Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions")Exchange Act. The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "“Offer to Purchase"”) and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company and TNF --------------- shall agrees to correct promptly any information provided by it for use in the Offer Documents which that shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3TO, as so corrected, to be filed with the SEC 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 U.S. federal securities lawsLaws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 8.1 and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company Merger Sub shall commence a cash tender offer to acquire all the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of the issued and outstanding Shares, including Merger Sub's intention to commence the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required obligation of the Merger Sub to accept for payment and pay for Shares tendered pursuant to the OfferOffer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that, in accordance with when added to the terms hereof and the terms Shares already owned by Acquiror, shall constitute a majority of the Offer, unless (i) at least seventy-five percent (75%) of the then outstanding Shares (on a fully diluted basisbasis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any outstanding options, warrants or rights) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer, which shall be 20 business days after the date the Offer (is commenced, and also shall be subject to the "Minimum Condition"), ----------------- and (ii) satisfaction of the other conditions set forth in Annex A hereto shall have been ------- satisfiedhereto. The Merger Sub expressly reserves 5 the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made which decreases the price per Share payable in the Offer, which reduces the minimum number of Shares to be purchased in the Offer or, which amends or imposes conditions to the Offer in addition to those set forth in Annex A hereto. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), the Merger Sub shall pay, as promptly soon as practicable following the after it is legally permitted to do so under applicable law after expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has for all Shares validly tendered (and not withdrawn) ; provided, however, that if, immediately prior to the expiration date of the Offer, the Shares tendered and not withdrawn pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all when added to the Shares already owned by Acquiror, equal less than 90% of the conditions set forth in Annex --------- ----- A shall not have been satisfiedthen outstanding Shares, the Company shall, at the direction of TNF, - Merger Sub may extend the Offer one time for a period not to exceed 20 business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer from time to time until a date not later than July 31, 1999Offer. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities laws.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto provided that nothing shall have occurred or be existing, upon the terms and ------- subject that would result in a failure to satisfy any of the conditions set forth herein and in ANNEX I hereto, Parent shall cause the Purchaser to, as soon promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all initial public announcement of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required Purchaser's intention to accept for payment and pay for Shares tendered pursuant to commence the Offer, in accordance with commence (within the terms hereof and meaning of Rule 14d-2(a) under the terms Securities Exchange Act of 1934, as amended (the Offer"Exchange Act")), unless (i) at least seventy-five percent (75%) the Offer for all of the outstanding Shares (on at a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration price of the Offer (the "Minimum Condition")$18.00 per Share, ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject only (i) to a minimum of 2,649,538 Shares (or such other number of Shares, when added to the conditions number of Shares already owned by Parent, the Purchaser or any direct or indirect wholly owned Subsidiary (as defined in Section 1.3(a)) of Parent, as shall constitute a majority of the OfferCompany's Fully Diluted Shares (as defined in Section 4.2) (the "Minimum Shares") being validly tendered prior to the expiration or termination of the Offer and not withdrawn (the "Minimum Share Condition") and (ii) to the other conditions to the Offer set forth in ANNEX I. The Purchaser may at any time transfer or assign to one or more corporations directly or indirectly wholly owned by Parent the right to purchase all or any portion of the Shares tendered pursuant to the Offer (the "Tendered Shares"), but no such assignment shall relieve the Purchaser of its obligations hereunder. Subject The Purchaser expressly reserves the right to waive any of the conditions to the Offer set forth in ANNEX I and to modify the terms and conditions of the Offer (includingOffer; PROVIDED, HOWEVER, that, without limitationthe prior written approval of the Company, the Minimum Condition), as promptly as practicable following Purchaser shall not amend or modify the expiration terms of the Offer, Offer to (i) reduce the Company shall deliver, or cause cash price to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares paid pursuant to the Offer, (ii) reduce the number of Shares as to which the Offer is made, (iii) change the form of consideration to be paid in exchange the Offer, (iv) modify or waive the Minimum Share Condition, or (v) impose conditions to its obligation to accept for each Share so tendered payment or pay for the Tendered Shares other than those set forth in ANNEX I. The Offer may not be extended without the Company's prior written consent; PROVIDED, HOWEVER, that the Purchaser may extend (and not withdrawn. 2.1.2. Provided that this Agreement re-extend) the Offer for up to a total of 20 business days if, as of the initial expiration date, which shall be 20 business days following commencement of the Offer, there shall not have been terminated validly tendered and not withdrawn that number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, DGCL. (b) As soon as reasonably practicable on the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer Securities and Exchange Commission ("SEC") a Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") 14D-1 with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 which shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal, any ----------------- related transmittal and summary advertisement (such Schedule 14D-1 and any other the documents related included therein or incorporated therein by reference pursuant to which the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent and the Purchaser agree that the Offer Documents shall comply as to form in all material respects with the Exchange Act, and the rules and regulations promulgated thereunder, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company or any of its representatives which is included in the Offer Documents. Each of Parent, the Purchaser and the Company and TNF --------------- shall agrees to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleading, and each of Parent and the Company and TNF shall Purchaser further agrees to take all actions steps necessary to amend or supplement the Offer Documents and to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, amended or supplemented to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC or dissemination to stockholders of the Company. Parent and the Purchaser agree to provide the Company and its counsel any comments Parent, the Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (c) Subject to the terms and conditions of the Offer, the Purchaser shall pay for Shares which have been validly tendered and not withdrawn pursuant to the Offer as promptly as practicable following expiration of the Offer.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that that: (ix) this Agreement shall not have been terminated in accordance with Section 10.1, ‎Article V and (iiy) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all have complied with its obligations under ‎Section 1.3, as promptly as reasonably practicable, and in any event within 10 days of the issued and outstanding Sharesdate of this Agreement, Parent shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals heretorules and regulations promulgated thereunder, the "“Exchange Act”)) the Offer"). The Company shall not be ----- required obligations of Parent to accept for payment and pay for any Shares tendered pursuant to the Offer, in accordance with Offer shall be subject to the terms hereof and the terms conditions of the Offerthis Agreement, unless including (i) at least seventy-five percent (75%) the satisfaction of the outstanding Shares Minimum Condition (on a fully diluted basisas defined in ‎Exhibit A hereto) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the satisfaction or waiver by Parent of each of the other conditions set forth in Annex ‎Exhibit A hereto (together with the Minimum Condition, the “Offer Conditions”). Parent expressly reserves the right to (A) increase the Offer Price, (B) waive any Offer Condition (other than the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition) or (C) modify any of the other terms or conditions of the Offer not inconsistent with the terms of this Agreement, except that, without the consent of the Company, Parent shall have been ------- satisfiednot (1) reduce the Offer Price, (2) change the form of consideration payable in the Offer (other than by adding cash consideration), (3) reduce the number of Shares sought in the Offer or (4) add to the Offer Conditions, (5) amend or modify any of the Offer Conditions in a manner that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or prevent, materially delay or impair the ability of Parent to consummate the Offer, or (6) change or waive the Minimum Condition, if the validly tendered and not withdrawn number of Shares, together with the Shares, if any, then owned by Parent or any of its Subsidiaries, would represent at least one Share less than 66.67% of the number of Shares issued and outstanding, or the Antitrust Condition, (7) extend or otherwise change the Expiration Date in a manner other than as required or permitted by Section 1.1(b) of this Agreement or (8) provide any “subsequent offering period” within the meaning of Rule 14d-11 promulgated under the Exchange Act. The Per Share Amount payable by For the avoidance of doubt, the Company will procure that no Share held in respect the treasury of each Share the Company or any of its Subsidiaries immediately prior to the Acceptance Time (collectively, “Excluded Shares”) will be tendered pursuant to the Offer. (b) The Offer shallshall expire at one minute after 11:59 p.m. Eastern Time on the date that is 20 Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the commencement of the Offer, unless otherwise agreed to in writing by Parent and the Company (such date or such subsequent date to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything to the contrary contained in this Agreement, but subject to the parties’ respective termination rights under ‎Section 5.1: (i) if, as of the then-scheduled Expiration Date, any Offer Condition has not been satisfied or waived, Parent may, in its discretion (and without the consent of the Company or any other Person), extend the Offer on one or more occasions, for an additional period of up to 10 Business Days per extension, to permit such Offer Condition to be satisfied; (ii) Parent shall 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 or the rules of the Nasdaq Global Market (“Nasdaq”) applicable withholding of taxes, be net to the seller Offer; and (iii) if, at the then-scheduled expiration time of the Offer, the Company brings or shall have brought any action in cash, upon accordance with ‎Section 6.10 to enforce specifically the performance of the terms and subject provisions of this Agreement by Parent, the Expiration Date shall be extended (x) for the period during which such action is pending or (y) by such other time period established by the court presiding over such action, as the case may be; provided, however, that in no event shall Parent be required to extend the conditions Offer beyond the earliest to occur of (x) the Offer. valid termination of this Agreement in compliance with ‎Article V, and (y) the first day immediately following October 31, 2023 (the “Outside Date”). (c) Subject to the terms and conditions of this Agreement, including the satisfaction or waiver of all of the Offer Conditions, Parent will irrevocably accept for payment (including, without limitationthe time of such acceptance, the Minimum Condition), “Acceptance Time”) and thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as promptly as practicable following after the expiration Expiration Date in accordance with ‎Section 1.6(a), provided, that with respect to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee, Parent shall be under no obligation to make any payment for such Shares unless and until such Shares are delivered in settlement or satisfaction of such guarantee. Without limiting the generality of the Offerforegoing, Parent shall provide on a timely basis the funds that are necessary to pay for any and all Shares that Parent becomes obligated to purchase pursuant to the Offer and this Agreement. For the avoidance of doubt, Parent shall not accept for payment or pay for any Shares if, as a result, Parent would acquire less than the number of Shares necessary to satisfy the Minimum Condition. The Offer Price payable in respect of each Share validly tendered and not withdrawn pursuant to the Offer shall be paid, without interest, net to the holder thereof in cash, subject to any withholding Taxes payable in respect thereof pursuant to applicable Law and ‎Section 1.7. Subject to the Company Shareholder Approval, the Company shall deliverregister Parent, or cause to be deliveredif Shares are held by a nominee, such nominee in the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all share register of the conditions set forth in Annex --------- ----- A Company as shareholder with voting rights with respect to any Shares irrevocably accepted for payment effective as soon as reasonably practicable after the Acceptance Time; provided that Parent shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, paid for such Shares concurrently with the commencement transfer of such Shares. (d) Notwithstanding anything in this Agreement to the Offercontrary, if, at any time occurring on or after the date hereof and prior to the Acceptance Time, any change in the outstanding equity interests of the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 occur as a result of any reorganization, reclassification, recapitalization, stock split (together with all amendments and supplements theretoincluding a reverse stock split), the "Schedule 13E-4"subdivision or combination, exchange or readjustment of shares, or any stock dividend or stock distribution (including any dividend or other distribution of securities convertible into Shares) with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3record date during such period, the Offer Price will be equitably adjusted to Purchase reflect such change and provide the holders of each Share the same economic effect as contemplated by this Agreement prior to such other documentsevent; provided, together with all supplements and amendments thereto, being referred that nothing in this ‎Section 1.1(d) shall be construed to herein collectively as the "Offer Documents"). Each of permit the Company and TNF --------------- shall correct promptly to take any information provided by it for use in such action without the Offer Documents which shall have become false or misleading, and each consent of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 Parent if required by applicable securities lawsunder ‎Section 4.2.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 7.1 and (ii) none of the events set ------------ forth in Annex A I hereto that would entitle the Buyer not to consummate the Offer shall have occurred or and be existingcontinuing, upon the terms and ------- subject to the conditions set forth herein and as soon promptly as practicable following the execution and delivery hereof by the parties heretopracticable, the Company Buyer shall (or shall cause a Subsidiary of the Buyer to) commence a cash tender offer to acquire (within the meaning of Rule 14d-2 under the Exchange Act) the Offer for any and all of the issued Company Shares. In the event that the Buyer shall cause a Subsidiary of the Buyer to commence the Offer, each reference to the Buyer in this Article I and outstanding SharesAnnex I shall be deemed, including where applicable, to refer to such Subsidiary. Each Company Share accepted by the associated preferred share purchase rights, Buyer pursuant to the Offer shall be exchanged for $17.00 per Share (as defined in the recitals hereto, right to receive the "Offer")Offer Price from the Buyer. The Company shall not be ----- required obligation of the Buyer to accept for payment and to pay for any Company Shares tendered pursuant shall be subject only to the Offer, satisfaction or waiver of: (i) the condition that there shall be validly tendered in accordance with the terms hereof and the terms of the OfferOffer prior to the Expiration Time and not withdrawn a number of Company Shares that, unless (i) together with the Company Shares then owned by the Buyer and its Subsidiaries, represents at least seventyninety-five percent (7595%) of the outstanding Outstanding Company Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum ConditionMINIMUM CONDITION"), ----------------- ; and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. I. The Per Share Amount payable by Buyer expressly reserves the Company in respect right to increase the Offer Price, to waive any of each Share tendered pursuant the conditions to the Offer shall, subject or to applicable withholding of taxes, be net to the seller make any other changes in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer; PROVIDED, HOWEVER, that, unless previously approved by the Company in writing, no change may be made that: (1) decreases the Offer Price; (including, without limitation, 2) changes the Minimum Condition), as promptly as practicable following the expiration form or combination of consideration to be paid in the Offer, ; (3) reduces the number of Company shall deliver, or cause Shares to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to purchased in the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of ; (4) amends the conditions set forth in Annex --------- ----- A shall not have been satisfiedI to broaden the scope of such conditions, the Company shalladd any additional conditions, at the direction of TNF, - extend the expiration date or otherwise amend any other material term of the Offer from time in a manner materially adverse to time until a date not later than July 31the Company Shareholders; (5) extends the Offer, 1999. 2.1.3except as provided in Section 1.1(b) or in the next sentence; or (6) amends the Minimum Condition, except as provided in the next sentence. Upon The Buyer expressly reserves the right to amend or waive the Minimum Condition to reduce the percentage of Outstanding Company Shares required to be validly tendered in accordance with the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, PROVIDED that the Company Buyer shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to extend the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and for a period of not fewer than 10 Business Days after any such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false amendment or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities lawswaiver.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 8.1 hereof and (ii) none of the events set ------------ forth in Annex A hereto I shall have occurred or and be existing, upon as promptly as practicable (but in no event later than five (5) business days after the terms public announcement of the execution of this Agreement), the Purchaser shall 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 and, subject to there being validly tendered and ------- not withdrawn prior to the expiration of the Offer, 9,158,155 Shares (including Shares owned by Parent, the Purchaser or any affiliates thereof) (the "Minimum Condition") and to the other conditions set forth in Annex I hereto, shall use its best 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 herein in Annex I hereto and as soon as practicable following the execution and delivery hereof by the parties heretoreflecting, where appropriate, the Company other terms set forth in this Agreement. The Purchaser shall commence not amend or waive the Minimum Condition (other than, at Purchaser's option, to lower the Minimum Condition to a cash tender offer to acquire all majority of the issued and outstanding SharesCommon Stock on a fully diluted basis) and shall not decrease, or change the form of, the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares or impose any condition to the consummation of the Offer beyond the Minimum Condition and the conditions set forth in Annex I hereto without the written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer, which shall be twenty-one (21) business days after the date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date and; provided further, however, that if on the initial scheduled expiration date of the Offer any conditions to the Offer that are reasonably capable of being satisfied within ten (10) business days, including the associated preferred share purchase rightsMinimum Condition, for $17.00 per Share (as defined in the recitals heretowill not have been satisfied or waived, the "Offer")Purchaser shall extend the expiration date for a minimum of ten (10) business days. In no event shall the Purchaser be obligated to extend the Offer beyond June 30, 1999. The Company shall not be ----- required 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 pursuant as soon as it is legally permitted to the Offer, in accordance with the terms hereof and the terms of the Offer, unless do so under applicable law. (ib) at least seventy-five percent (75%) of the outstanding If more than 9,158,155 Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been are validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"date, as may be extended pursuant to Section 1.1(a), ----------------- and (ii) not withdrawn, the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cashPurchaser will, upon the terms and subject to the conditions of the Offer, accept for payment (and thereby purchase) the Shares purchased in the Offer on a pro rata basis, with adjustments to avoid purchases of fractional shares of Common Stock, based on the number of Shares validly tendered prior to the expiration date and not withdrawn by each tendering stockholder. Subject to the terms and conditions of the Offer (including, without limitationthis Agreement, the Minimum Condition), as promptly as practicable following Purchaser reserves the expiration of the Offer, the Company right (but shall deliver, or cause not be obligated) to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) accept for payment more than 9,158,155 Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (c) As soon as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31is commenced, 1999. 2.1.3. Upon Parent and the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 13E-4 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 13E-414D-1") with respect ). The Schedule 14D-1 will include, as exhibits, the Offer to -------------- the OfferPurchase and a form of letter of transmittal and summary advertisement (collectively, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all any amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 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 and TNF --------------- shall correct promptly any expressly for inclusion in the Offer Documents. The information provided supplied by it the Company expressly for use inclusion in the Offer Documents which shall have become false and by Parent or misleadingthe Purchaser expressly 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 made therein, and each in light of the Company circumstances under which they were made, not misleading. (d) Each of Parent and TNF shall the Purchaser will take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, Offer Documents to be filed with the SEC and the other Offer Documents, as so corrected, 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 Schedule 14D-1 or the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and the Purchaser further will take all steps necessary to cause the Schedule 14D-1 or 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 the initial Schedule 14D-1 before it is 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 comments or other communications.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X Section 8.1, Sub shall commence (within the meaning of Rule 14d-2(a) of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than the fifth (5th) Business Day from and all including the date of initial public announcement of this Agreement). The obligation of Sub to commence the Offer shall be subject only to the condition that none of the events set forth in clauses (v)(a) or (v)(b) of Annex A hereto shall have occurred and be continuing (and not waived by Parent or Sub in their sole discretion), and the obligation of Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject only to the satisfaction (or waiver by Parent or Sub in their sole discretion (but subject to the next sentence)) of the conditions set forth in such Annex --------- ----- A. Sub expressly reserves the right to waive any conditions to the Offer or change the terms of the Offer except that, without the prior written consent of the Company, Sub may not waive the condition in clause (i) of Annex A (the “Minimum Condition”) or the condition in clause (ii) or (iii) of Annex A, and no change in the Offer may be made which (i) decreases the Offer Price payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer or the minimum number of Shares contemplated by the Minimum Condition, (iv) imposes conditions to the Offer in addition to those set forth in Annex A hereto or which otherwise modifies the conditions set forth in such Annex A or (v) amends any other term of the Offer in a manner adverse to the holders of Shares. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, purchase and pay for all Shares validly tendered and not have been satisfiedwithdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer (the date of acceptance for payment, the Company shall“Acceptance Date” and the time of acceptance for payment on the Acceptance Date, at the direction “Acceptance Time”) or (in the case of TNFShares tendered during any Subsequent Offering Period) as soon as practicable following the valid tender thereof without interest, - subject to any withholding of Taxes required by applicable Law or in accordance with Sections 3.2(i) and (j). Parent shall provide or cause to be provided to Sub on a timely basis funds sufficient to purchase and pay for any and all Shares that Sub becomes obligated to accept for payment, purchase and pay for pursuant to the Offer. (b) Unless extended as provided in this Agreement, the Offer shall expire on the date (the “Initial Expiration Time”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act). Sub may, without the consent of the Company, (i) extend the Offer on one or more occasions for any period not exceeding ten (10) Business Days for any extension, if on any then-scheduled expiration date of the Offer from any of the events set forth in Annex A shall have occurred and be continuing, until such time as such event or events shall no longer exist, and (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. If, at the Initial Expiration Time or subsequent expiration time until a date related to an extension of the Offer, including an extension pursuant to this sentence, any of the conditions to the obligation of Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer has not been satisfied (or waived in accordance with this Agreement), then, if requested by the Company, Sub shall, and Parent shall cause Sub to, extend the Offer through such time as the Company may specify, which time shall be no later than July 31, 1999. 2.1.3. Upon the terms and subject Termination Date; provided that the Company shall not be entitled to so request such an extension if any of the conditions set forth hereinin clause (v)(b) or (v)(c) of Annex A have not then been satisfied or waived in accordance with this Agreement (other than any such conditions that are not so satisfied or waived under circumstances in which the breach or breaches preventing such conditions from being satisfied may, concurrently by their nature, be cured by the Company through the exercise of its reasonable efforts for a period not greater than thirty (30) days, in which case the Company may (if all other conditions set forth in clause (v)(b) or (v)(c) of Annex A are satisfied) request one or more extensions of the Offer pursuant to this sentence for up to thirty (30) days in the aggregate). Nothing in this Section 2.1(b) shall affect or impair any termination rights under ARTICLE VIII. (c) If all of the conditions to the Offer are satisfied or waived, but the number of Shares validly tendered and not withdrawn, together with the commencement Shares, if any, held by Parent and Sub or any other direct or indirect wholly owned Subsidiary of Parent (any such wholly owned Subsidiaries of Parent, Parent and Sub, each a “Parent Company”), constitute less than the number of Shares required to consummate the Merger pursuant to Section 2.10 (assuming the exercise of the Top-Up Option in full), then, upon the applicable expiration time of the Offer, Sub may (and if the Company so requests Sub shall, and Parent shall cause Sub to) provide a subsequent offering period (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act and, if applicable and to the extent permitted under such Rule 14d-11, thereafter extend such subsequent offering period. (d) As soon as practicable on the date the Offer is commenced, Parent and Sub shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO with respect to the Offer, which shall include the offer to purchase, form of the related letter of transmittal and form of notice of guaranteed delivery and all other ancillary Offer documents (collectively, together with all any amendments and supplements thereto, the "Schedule 13E-4") “Offer Documents”). The Offer Documents will comply in all material respects with respect the applicable provisions of the Exchange Act. Parent and Sub shall cause the Offer Documents to -------------- be disseminated to holders of Shares as required by applicable federal securities Laws. Parent and Sub, on the Offerone hand, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectivelyhand, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer agree to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall promptly correct promptly any information provided by it for use in the Offer Documents which if it shall have become false or misleading, and each of the Company and TNF shall misleading in any material respect or as otherwise required by applicable Law. Sub further agrees to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and disseminated to holders of Shares as required by applicable federal securities Laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the other Offer Documents, as so corrected, to be Documents before they are filed with the SEC or disseminated to holders of Shares, in each case as and Parent and Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and Sub agree to provide the Company and its counsel any comments or communications, whether written or oral, that Parent, Sub or their counsel may receive from time to time from the SEC or its staff with respect to the extent required Offer Documents promptly after Parent’s or Sub’s, as the case may be, receipt of such comments or communications. The Company and its counsel shall be given a reasonable opportunity to review any responses to such comments or communications, and Parent and Sub shall give due consideration to all reasonable additions, deletions or changes suggested thereto by applicable securities lawsthe Company and its counsel.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in on Annex A hereto shall have occurred or and be existingcontinuing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company Purchaser shall commence a cash tender offer to acquire all of the issued Offer as promptly as reasonably practicable after the date hereof and outstanding Shares, including in no event more than ten business days after the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer")date hereof. The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer are subject to the satisfaction of each of the conditions set forth on Annex A hereto. 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 accordance with the terms hereof and conditions of the Offer; PROVIDED, HOWEVER, that no change may be made that (i) decreases the price per Share payable in the Offer (ii) reduces the maximum number of Shares to be purchased in the Offer or that imposes conditions to the Offer in addition to those set forth on Annex A hereto or (iii) otherwise changes the terms and conditions of the Offer in a manner adverse to the Public Holders. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, extend the Offer (i) for a period of not more than ten business days beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, unless if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept Shares for payment, shall not be satisfied or waived, (ii) 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 (iii) for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) at least seventy-five percent or (75%ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer, together with the Shares owned by Purchaser or its affiliates equals 80% or more, but less than 90%, of outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior . In addition to the expiration foregoing, Parent and Purchaser may provide for a "subsequent offering period" to the extent provided in Rule 14d-11 under the Securities Exchange Act of the Offer 0000 (the xxx "Minimum ConditionXXXXXXXX Xxx"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms Purchaser shall pay for all Shares validly tendered and conditions of the Offer (including, without limitation, the Minimum Condition), as not withdrawn promptly as practicable following the expiration acceptance of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares for payment pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all If Parent or Purchaser are unable to consummate the Offer on the scheduled expiration date due to the failure of any of the conditions set forth in Annex --------- ----- A to be satisfied or waived, Purchaser shall extend the Offer in increments of not have been satisfied, the Company shall, less than five business days (at the direction discretion of TNF, - extend Purchaser) until such date as is 45 days from the expiration date of the initial commencement of the Offer; PROVIDED, HOWEVER, that Purchaser shall not be required to extend the Offer from time if any such condition is, in the reasonable judgment of the Purchaser, incapable of being satisfied prior to time until the expiration of such 45-day period. If the payment equal to the Per Share Amount in cash is to be made to a date person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock 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 payment shall have paid all transfer and other taxes required by reason of the payment of the Per Share Amount 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 later than July 31, 1999applicable. 2.1.3. Upon (b) As promptly as reasonably practicable on the terms and subject to the conditions set forth herein, concurrently with the date of commencement of the Offer, the Company Purchaser and Parent shall file with the SEC an Issuer (i) a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "Schedule 13E-4SCHEDULE TO") and (ii) together with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 13e-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 13E-3") with respect to the Offer, Offer which shall be filed as a part of the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions")Schedule TO. The Schedule 13E-4 TO and the Schedule ------------ 13E-3 shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to PurchaseOFFER TO PURCHASE") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4TO, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and Parent and Purchaser hereby represent and warrant to the Company that, on the date filed with the SEC and on the date first published, sent or given to the Public Holders, the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Parent, Purchaser and the Company and TNF --------------- shall agree to correct promptly any information provided by it any of them for use in the Offer Documents which that shall have become false or misleading, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 TO and the Schedule 13E-3, as so corrected, to be filed with the SEC 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. Parent and Purchaser shall give the Special Committee and its counsel the opportunity to review the Offer Documents, including all amendments and supplements thereto, prior to their being filed with the SEC and shall give the Special Committee and its counsel the opportunity to review all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC. In addition, Parent and Purchaser shall provide the Special Committee and its counsel with any comments or other communications that Parent, Purchaser or its 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 or other communications and shall consult with the Special Committee and its counsel as to all material communications with the SEC and its staff, including any material meetings and telephone conferences relating to the Offer Documents. (c) Parent and Purchaser shall provide or cause to be provided to the Paying Agent (as defined in Section 3.08(a)) on or prior to the expiration of the Offer funds necessary to make payment for any Publicly Held shares that Purchaser becomes obligated to purchase pursuant to the Offer.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 9.01 and (ii) that none of the events set ------------ forth in clauses (a) through (i) of Annex A hereto shall have occurred or be existingcontinuing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company Purchaser shall commence a cash tender offer the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after the initial public announcement of Purchaser’s intention to acquire all of commence the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least seventy-five percent (75%) the number of Shares that shall constitute a majority of the then outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 Fully Diluted Basis shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the satisfaction of each of the other conditions set forth in Annex A hereto hereto. 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 unless previously approved by the Company in writing no change may be made that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration to be paid in the Offer, (iv) reduces the maximum number of Shares to be purchased in the Offer, (v) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (vi) amends the conditions to the Offer set forth in Annex A so as to broaden the scope of such conditions to the Offer, (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of the Offer that is adverse to the holders of Shares. Notwithstanding the foregoing, Purchaser shall from time to time, (i) extend the Offer, until such time as either (A) all of the conditions to the Offer have been ------- satisfiedsatisfied or waived or (B) this Agreement is terminated pursuant to Section 9.01, for one or more periods of not more than ten (10) business days each beyond the scheduled expiration date, which initially shall be 20 business days (calculated in accordance with Rule 14d-1(g)(3) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) following the commencement (within the meaning of Rule 14d-2 promulgated under the Exchange Act) of the Offer (the “Initial Expiration Date”), if, at the Initial Expiration Date or any subsequent scheduled expiration of the Offer, any of the conditions to Purchaser’s obligation to accept for payment Shares, shall not be satisfied or waived or (ii) extend the Offer for any period required by any rule, regulation, position or interpretation of the Securities and Exchange Commission (the “SEC”), or the staff thereof or of the NASDAQ, applicable to the Offer. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject only to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject Purchaser shall, and Parent shall cause Purchaser to, pay for all Shares validly tendered and not withdrawn as promptly as practicable following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence 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 solely 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) promulgated under the Exchange Act. Purchaser may, and the Offer Documents (includingas defined below) shall reserve the right to, without limitationextend the Offer after the acceptance of Shares thereunder for a further period of time by means of a subsequent offering period under Rule 14d-11 promulgated under the Exchange Act of not less than three nor more than 20 business days to meet the objective that there be validly tendered, in accordance with the Minimum Condition)terms of the Offer, as promptly as practicable following prior to the expiration of the OfferOffer (as so extended), and not withdrawn a number of Shares which, together with Shares then owned by Parent and Purchaser, represents at least 90% of the Company shall deliver, or cause then outstanding Shares on a Fully Diluted Basis. If the payment equal to the Per Share Amount in cash is to be deliveredmade to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock 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 payment shall have paid all transfer and other taxes required by reason of the payment of the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant a person other than the registered holder of the certificate surrendered, or shall have established to the reasonable satisfaction of Purchaser that such taxes either have been paid or are not applicable. The Company agrees that no Shares held by the Company or any Subsidiary shall be tendered in the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As promptly as reasonably practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Parent shall cause Purchaser to (i) file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "“Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3"TO”) with respect to the Offer, Offer and (ii) cause the Stock -------------- Purchase, Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated under the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions")Exchange Act. The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "“Offer to Purchase"”) and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”). The Company shall promptly furnish to Parent and Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Purchaser and the Company and TNF --------------- shall agrees to correct promptly any information provided by it for use in the Offer Documents which that shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3TO, as so corrected, to be filed with the SEC 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 U.S. federal securities lawsLaws. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Offer Documents prior to such documents being filed with the SEC or disseminated to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments that Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and, subject to providing the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser, shall respond to any such comments from the SEC regarding the Offer Documents.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated As promptly as practicable (but in accordance with Section 10.1, and (ii) none no event later than five business days after the public announcement of the events execution hereof), the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase for cash all shares of the issued and out standing Company Common Stock (together with the related Common Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and ChaseMellon Shareholder Services, L.L.C., dated as of January 26, 1989, as amended as of April 25, 1996 and October 22, 1996 (the "Rights Agreement"), at a price of $35.25 per Share, net to the seller in cash (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represent at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set ------------ forth in Annex A hereto shall have occurred or be existinghereto. The Purchaser shall, upon on the terms and ------- subject to the conditions set forth herein and as soon as practicable following prior satisfaction or waiver (except that the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all Minimum Condition may not be waived) of the issued and outstanding Sharesconditions of the Offer, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant as soon as it is legally permitted to the Offer, in accordance with the terms hereof and the terms do so under applicable law. The obligations of the Offer, unless (i) at least seventy-five percent (75%) of Purchaser to commence the outstanding Offer and to accept for payment and to pay for any Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn on or prior to the expiration of the Offer (and not withdrawn shall be subject only to the "Minimum Condition"), ----------------- Condition and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfiedhereto. The Per Share Amount payable Offer shall be made by the Company in respect means of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and forms 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, or amend any other condition of the related letter Offer in any manner adverse to the holders of transmittalthe Shares (other than with respect to insignificant changes or amendments) without the prior written consent of the Company (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof); provided, however, that (i) subject to applicable legal requirements, Parent may cause Purchaser to waive any condition to the Offer, as set forth in Annex A, in Parent's reasonable judgment and (ii) 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 United States Securities and Exchange Commission ("SEC"). Notwithstanding the foregoing, the Purchaser shall, and Parent agrees to cause the Purchaser to, extend the Offer at any time up to May 1, 1998 for one or more periods of not more than 10 business days, if at the initial expiration date of the Offer, or any extension thereof, any ----------------- related summary advertisement condition to the Offer is not satisfied or required. The Purchaser may also, in its sole discretion, extend the expiration date of the Offer for up to 10 additional business days after the initial expiration date. In addition, the Offer Price may be increased and any other documents related 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 the Purchaser 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 Schedule 13E-4exhibits thereto, the "Schedule 13E-314D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and such other documentsa form of letter of transmittal and summary advertisement (collectively, together with all any amendments and supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each 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 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 were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company and TNF --------------- shall correct promptly any information provided by it in writing for use inclusion in the Offer Documents which shall have become false or misleading, Documents. Each of Parent and each of the Company and TNF shall Purchaser further agrees to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, Offer Documents 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. Each of 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 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 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 the opportunity to review the initial Schedule 14D-1 before it is filed with the SEC. In addition, Parent and the Purchaser agree to provide the Company and its counsel in writing with any comments or other communications that 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 or other communications.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that nothing shall have occurred that would result in a failure to satisfy any of the conditions set forth in paragraphs (i) this Agreement shall not have been terminated through (iv) of Annex I hereto, as promptly as practicable after the date hereof, but in accordance with Section 10.1, and (ii) none no event later than five business days following the public announcement of the events set ------------ forth terms of this Agreement, Buyer (or its subsidiary) shall commence an offer to purchase all of the outstanding shares of common stock, par value $.125 per share, of DOCP (the "DOCP Shares") at a price of $22 per DOCP Share, net to the seller in Annex A hereto cash (the "Offer Price"). (b) The Offer shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following in Annex I hereto. Buyer shall not, without the execution and delivery hereof by the parties heretoprior written consent of DOCP, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined make any change in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration or conditions of the Offer (that is adverse to the "Minimum Condition")holders of DOCP Shares, ----------------- and (ii) decrease the Offer Price or the number of DOCP Shares sought in the Offer or impose conditions to the Offer other conditions than those set forth in Annex A I hereto (it being agreed that a waiver by Buyer of any condition, in its discretion, shall have been ------- satisfied. The Per Share Amount payable by not be deemed to be adverse to the Company in respect holders of each Share tendered pursuant DOCP Shares); provided that, if on any scheduled expiration date of the Offer all conditions to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all satisfied or waived, the Offer may, but need not, be extended from time to time without the consent of DOCP for such period of time as is reasonably expected by Buyer to be necessary to satisfy the unsatisfied conditions; provided further that the Offer may be extended by Buyer without the consent of DOCP for any period required by any rule, regulation, interpretation or position of the conditions set forth in Annex --------- ----- A shall not have been satisfiedUnited States Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer; and provided further that, the Company shall, if at the direction of TNF, - extend the any scheduled expiration date of the Offer all conditions to the Offer shall have been satisfied but less than a number of DOCP Shares that, together with the number of DOCP shares to be contributed by CSX and the Management Investor to Buyer, represent less than 90% of the outstanding DOCP Shares, on a fully-diluted basis, shall have been tendered into the Offer, Buyer shall be entitled to extend the Offer from time to time until a date without the consent of DOCP (for not later more than July 3110 business days) in order to permit Buyer to solicit additional DOCP Shares to be tendered into the Offer. It is agreed that the conditions to the Offer are solely for the benefit of Buyer and may be asserted by Buyer regardless of the circumstances giving rise to any such condition (including any action or inaction by Buyer) or may, 1999but need not, be waived by Buyer, in whole or in part at any time and from time to time, in its sole discretion. 2.1.3. Upon (c) As soon as practicable on the terms and subject to the conditions set forth herein, concurrently with the date of commencement of the Offer, Buyer (and, to the Company extent required by law, CSX, NSC and the Management Investor, as co-bidders) shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all supplements and amendments and supplements thereto, the "Schedule 13E-414D-1") and, together with respect to -------------- the OfferDOCP, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all supplements and amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, which shall contain the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms form of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer transmittal (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being referred to herein collectively as collectively, the "Offer Documents"). Each DOCP shall provide Buyer (and, if applicable, CSX, NSC and the Management Investor) with such information concerning DOCP as may reasonably be requested in connection with the preparation of the Company Schedule 1 3E-3. Each party hereto shall promptly supplement, update and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it is or shall have become incomplete, false or misleading. In any such event, and each of the Company and TNF Buyer shall take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so correctedsupplemented, updated or corrected to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to the holders of DOCP Shares, in each case case, as and to the extent required by applicable federal securities laws. DOCP and its counsel, with respect to the Schedule 14D-1, and each party hereto and its respective counsel, with respect to the Schedule 13E-3, shall be given an opportunity to review and comment on such filing and each supplement, amendment or response to comments with respect thereto prior to its being filed with or delivered to the SEC.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties heretoherein, the Company Merger Sub shall commence a cash tender offer to acquire all the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of the issued and outstanding Shares, including Merger Sub's intention to commence the associated preferred share purchase rights, for $17.00 per Share Offer (treating the business day on which such public announcement occurs as defined in the recitals hereto, the "Offer"first business day). The Company shall not be ----- required obligation of the Merger Sub to accept for payment and pay for Shares shares of Common Stock (the "Shares") tendered pursuant to the OfferOffer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that, in accordance with when added to the terms hereof Shares already owned by Ferrotec and the terms Merger Sub, shall constitute a majority of the Offer, unless (i) at least seventy-five percent (75%) of the then outstanding Shares (on a fully diluted basisbasis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any outstanding options, warrants or rights) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer, which shall be 20 business days after the date the Offer is commenced, unless so extended as provided for hereinafter (the "Minimum ConditionExpiration Date"), ----------------- and (ii) also shall be subject to the satisfaction of the other conditions set forth in Annex A, attached hereto and incorporated herein by reference. The Merger Sub 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 without the prior written consent of the Company no change may be made which decreases the price per Share payable in the Offer, which reduces the minimum number of Shares to be purchased in the Offer, or which amends or imposes conditions to the Offer in addition to those set forth in Annex A hereto shall have been ------- satisfiedhereto. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), the Merger Sub shall pay, as promptly soon as practicable following the after it is legally permitted to do so under applicable law after expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has for all Shares validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided Notwithstanding the foregoing, if on the initial Expiration Date (which shall be 20 business days after the date the Offer is commenced) all conditions of the Offer shall have been satisfied or waived other than the Minimum Condition, Merger Sub shall extend the Expiration Date to the date that this Agreement is ten (10) business days immediately following such initial Expiration Date. In addition, and notwithstanding the foregoing but subject to Section 8.1 hereof, if on such initial Expiration Date or any other Expiration Date, the applicable waiting period (and any extension thereof) under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 (the "HSR Xxx") xx xxxxxxx to the Offer shall not have been terminated in accordance with Article X hereof expirxx xx xxxx xxxxxxxxxd and all of other conditions to the conditions set forth in Annex --------- ----- A Offer shall not have been satisfiedsatisfied or waived, the Company shall, at the direction of TNF, - Merger Sub shall be required to extend the expiration Expiration Date until such waiting period shall have expired or been terminated. (b) As soon as reasonably practicable on the date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Ferrotec and Merger Sub shall file with the SEC an Issuer Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-314D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 14D-1 shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-314D-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"). Each of Ferrotec, the Merger Sub and the Company and TNF --------------- shall agree to correct promptly any information provided by it any of them for use in the Offer Documents which shall have become false or misleading, and each of the Company Ferrotec and TNF shall Merger Sub further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 14D-1 as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, 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 the opportunity to review the Schedule 14D-1 before it is filed with the SEC. In addition, Ferrotec and Merger Sub will give the Company and its counsel a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to the filing thereof, and will provide the Company and its counsel in writing with any comments, whether written or oral, Ferrotec, the 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 such comments.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof Section 5.1 and all no event shall have occurred and no circumstance shall exist which could reasonably be expected to result in a failure to satisfy any of the conditions or events set forth in Annex --------- ----- A shall not have been satisfiedhereto (the "Offer Conditions"), as soon as reasonably practicable after the Company execution hereof (but in no event later than 15 business days after the public announcement of the execution hereof) the Purchaser shall, and the Parent shall cause the Purchaser to, commence an offer (the "Offer") to purchase all of the Shares of the Company, at a price of U.S.$13 per Share (the direction "Per Share Amount"). The obligation of TNFthe Purchaser to accept for payment Shares tendered shall be subject to a minimum of not less than 75% of the outstanding Shares (calculated on a fully diluted basis, - extend but excluding Shares held by or on behalf of the expiration Purchaser or its affiliates and associates (as defined in the CBCA)) on the date of the Offer from time being validly tendered and not withdrawn (the "Minimum Condition") and to time until a date the satisfaction of the other Offer Conditions. The Purchaser expressly reserves the right, in its sole discretion, to waive or reduce the Minimum Condition and to waive any other Offer Condition, to increase the Per Share Amount payable pursuant to the Offer or to make any other changes in the terms and conditions of the Offer (provided that, without the written consent of the Company, no change may be made which decreases the Per Share Amount payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Shares to be purchased in the Offer or imposes conditions to the Offer in addition to the Offer Conditions). The Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement and the Offer, including the Offer Conditions, unless the Company otherwise consents in writing, the Purchaser will accept for payment and pay for Shares validly tendered and not properly withdrawn not later than July 31, 1999. 2.1.3. Upon 10 days following the terms and subject to later of (x) the conditions set forth herein, concurrently with 35th day after the commencement of the Offer and (y) the satisfaction of the Offer Conditions which have not been waived by the Purchaser, provided that the Purchaser may extend the Offer for any period of time thereafter. It is agreed that the Offer Conditions are for the benefit of the Purchaser and may be asserted by the Purchaser, regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser or the Parent not inconsistent with the terms hereof), or may be waived by the Purchaser, in whole or in part at any time and from time to time, in its sole discretion. The Purchaser may, at any time, transfer or assign to one or more corporations directly or indirectly wholly owned by the Parent EXHIBIT 99(a) - - - - - (3 of 56) the right to purchase all or any portion of the Shares validly tendered and not properly withdrawn pursuant to the Offer, but any such transfer or assignment shall not relieve the Purchaser of its obligations under the Offer or prejudice the rights of tendering shareholders to receive payment for Shares validly tendered and accepted for payment. Without limiting the Parent's other obligations under this Agreement, the Parent unconditionally guarantees to the Company the performance by the Purchaser of each of its obligations under this Agreement. (b) As soon as reasonably practicable on the date the Offer is commenced, the Purchaser shall file (i) with the SEC an Issuer Director appointed under the CBCA (the "Director") and with the Ontario Securities Commission and other provincial and territorial securities commissions or similar authorities in Canada and the stock exchanges in Canada on which the Shares are listed or traded (the "Canadian Securities Authorities") a takeover bid offer and circular (together with all amendments and supplements thereto, the "Offer and Circular") with respect to the Offer which shall include a form of the related letter of transmittal (the "Letter of Transmittal"), and (ii) with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 13E-4 14D-1F (together with all amendments and supplements thereto, the "Schedule 13E-414D-1F") with respect to -------------- which shall contain (included as an exhibit) the Offer, Offer and Circular and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase Letter of Transmittal (the "Offer to Purchase") and forms Circular, Schedule 14D- 1F, Letter of the Transmittal and related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being are referred to herein collectively as the "Offer Documents"). Each of The Parent, the Purchaser and the Company and TNF --------------- shall each agrees promptly to correct promptly any information provided by it for use in the Offer Documents which that shall have become false or misleadingmisleading in any material respect. The Parent and the Purchaser, on the one hand, and each of the Company and TNF shall Company, on the other hand, further agree to take all actions steps necessary to cause the Offer and Circular and Schedule 13E-4 and the Schedule 13E-3, 14D-1F as so corrected, corrected to be filed with the SEC Director, the Canadian Securities Authorities and the other SEC, respectively, and the Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Shares, in each case as and to the extent required by (i) all applicable securities laws in each of the provinces and territories of Canada, the respective regulations and rules under such laws and the applicable by-laws and published policy statements of the Canadian Securities Authorities in such provinces (collectively, the "Canadian Securities Laws") and (ii) applicable United States securities laws. The Parent and the Purchaser will comply with the laws of the Province of Quebec relating to the use of the French language in connection with the Offer Documents to be delivered to shareholders of the Company. The Company and its counsel shall be given an opportunity to review the Offer Documents prior to their being filed with the Canadian Securities EXHIBIT 99(a) - - - - - (4 of 56) Authorities and the SEC. The Parent and the Purchaser agree to provide the Company and its counsel in writing with any written comments the Parent and the Purchaser or their counsel may receive from the Canadian Securities Authorities or the SEC with respect to the Offer Documents promptly after the receipt of such comments. (c) In the event the Minimum Condition is satisfied within 120 days after the date of the Offer and the Shares tendered under the Offer represent 90% of all of the then outstanding Shares (excluding Shares held by the Parent and its affiliates and its associates), the Purchaser intends to elect to acquire the remainder of the Shares on the same terms as Shares were acquired under the Offer pursuant to the provisions of Section 206 of the CBCA. If the statutory right of acquisition described above is not available, or if the Purchaser elects not to proceed under such provisions, then the Purchaser will seek to cause a special meeting of shareholders of the Company to be called to consider an amalgamation, or another transaction including a statutory arrangement, involving the Purchaser (or an affiliate of the Purchaser) and the Company for the purposes of enabling the Purchaser to acquire all of the Shares not deposited under the Offer. Any such second stage transaction will be conducted in accordance with the "going private transaction" provisions within the meaning of the regulations to the Securities Act (Ontario), Ontario Securities Commission Policy Statement 9.1 and Quebec Securities Commission Policy Statement Q-27. The Purchaser intends that the consideration offered under any subsequent "going private transaction" proposed by it would be identical to the consideration offered under the Offer.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance Merger Sub commenced (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with Section 10.1, the rules and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals heretoregulations promulgated thereunder, the "OfferEXCHANGE ACT")) the Offer on January 6, 2006. The Company Offer shall not be ----- required remain open until midnight (New York City time) on Thursday, February 16, 2006 (the "INITIAL EXPIRATION DATE"), unless extended pursuant to the terms of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) 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 which, together with any shares of Common Stock then owned by Purchaser, Merger Sub, the Sponsors or any affiliates thereof, represents at least a majority of the shares of Common Stock outstanding on a fully-diluted basis (the "Minimum ConditionMINIMUM CONDITION"), ----------------- ; and (ii) the other conditions set forth in Annex A hereto hereto. 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 have been ------- satisfiedconsummate 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 Per Share Amount 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 only the other conditions set forth in Annex A hereto. Merger Sub 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 by in the Company Offer, decrease the number of Shares sought in respect of each Share tendered the offer, impose additional conditions to the Offer, extend the Offer beyond the Initial Expiration Date, purchase any Shares pursuant to the Offer shall, subject that when added to applicable withholding of taxes, be net to Shares owned by Purchaser and its affiliates would represent less than the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions Minimum Condition or amend any other term or 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 (includingsuch consent to be authorized by the Board or a duly authorized committee thereof). Notwithstanding the foregoing, Merger Sub may, without limitationthe consent of the Company, prior to the termination of this Agreement, (i) if, at any scheduled expiration of the Offer any of the conditions to Merger Sub's obligation to accept Shares for payment (including without limitation the Minimum Condition) shall not be satisfied or waived, extend the Offer beyond the then applicable expiration date thereof for a time period reasonably necessary to permit such condition to be satisfied in increments of not more than five business days each, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission ("SEC"), as promptly as practicable following or the staff thereof, applicable to the Offer, or (iii) if, at any scheduled expiration of the Offer, the Company number of shares of Common Stock that shall deliver, or cause to be delivered, the Per Share Amount to each Person who has have been validly tendered (and not withdrawn) Shares withdrawn pursuant to the Offer, in exchange together with any shares of Common Stock then owned by Purchaser or Merger Sub satisfies the Minimum Condition but represents less than 90% of the shares of Common Stock outstanding, extend the Offer (one or more times) for each Share so tendered an aggregate additional period of not more than twenty (20) business days. Merger Sub may also, without the consent of the Company, and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated if requested by the Company, make available a subsequent offering period in accordance with Article X hereof and all Rule 14d-11 under the Exchange Act of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later less than July 31, 1999ten business days nor more than 20 business days. 2.1.3. Upon the terms (b) On January 6, 2006, Purchaser and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file Merger Sub filed with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO, which was amended on January 13, 2006 and January 26, 2006 (together with all amendments and supplements thereto, the "Schedule 13E-4SCHEDULE TO") ), with respect to -------------- the Offer. Merger Sub shall amend and Purchaser shall cause Merger Sub to amend as promptly as reasonably practicable after the date hereof the Schedule TO to reflect the terms of the Offer, as set forth in this Agreement. The Schedule TO contained or incorporated by reference the Offer to Purchase and forms of the Companyrelated letter of transmittal and all other ancillary Offer documents (collectively, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "TransactionsOFFER DOCUMENTS"). The Schedule 13E-4 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 Schedule ------------ 13E-3 shall containCompany, or shall incorporate by referenceon the other hand, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall will promptly correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall have become false or misleadingmisleading in any material respect, and each of the Company and TNF shall take all actions necessary to Merger Sub will cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents, as so corrected, 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 a reasonable opportunity to review and comment upon any amendment or supplement to the Schedule TO before it is filed with the SEC. 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 such comments and to consult with the Company and its counsel prior to responding to any such comments.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 8.01 and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existingexisting (and shall not have been waived by Purchaser), upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company Purchaser shall commence a cash tender offer the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of Purchaser's intention to acquire all of commence the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the OfferOffer shall be subject to the condition (the "MINIMUM CONDITION") that a number of Shares that, in accordance with when added to the terms hereof and the terms Shares already owned by Parent, shall constitute at least a majority of the Offer, unless (i) at least seventy-five percent (75%) of the then outstanding Shares (on a fully diluted basisbasis (including, without limitation, all Shares issuable upon the conversion of any outstanding convertible securities or upon the exercise of any outstanding options, warrants or rights (other than the Company Rights)) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (and also shall be subject to the "Minimum Condition"), ----------------- and (ii) 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, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that no change may be made which decreases the price per Share payable in the Offer, reduces the maximum number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies the conditions to the Offer set forth in Annex A hereto or imposes conditions to the Offer other than those set forth in Annex A hereto or, except as provided in the next sentence, extends the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall have been ------- satisfiedbe 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) 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 (iii) extend the Offer for an aggregate period of not more than 5 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 80 percent or more, but less than 90 percent, of the outstanding Shares. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (includingOffer, without limitationPurchaser shall, the Minimum Condition)and Parent shall cause Purchaser to, as promptly as practicable following the after expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has accept for payment and pay for all Shares validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As promptly as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3SCHEDULE 14D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 14D-1 shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to PurchaseOFFER TO PURCHASE") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-314D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as being, collectively, the "Offer DocumentsOFFER DOCUMENTS"). Purchaser shall disseminate the Offer to Purchase, the related letter of transmittal and other Offer Documents to the extent required by applicable federal securities laws. The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws. Each of Parent, Purchaser and the Company and TNF --------------- shall agrees to correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 14D-1 as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) Purchaser and Parent will file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) this Merger Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cashprovides that, upon the terms and subject to the conditions thereof, Purchaser will commence the Offer as promptly as reasonably practicable, but in no event later than five business days after the initial public announcement of Purchaser's intention to commence the Offer. Subject The obligation of Purchaser to accept for payment Shares tendered pursuant to the terms and conditions Offer is subject to the satisfaction of the Minimum Condition and certain other conditions that are described in "The Tender Offer (including, without limitation, - 9. Conditions to the Offer." Purchaser has agreed that no change in the Offer may be made which waives the Minimum Condition), as promptly as practicable following and no change may be made which decreases the expiration of price per Share payable in the Offer, which changes the form of consideration, which reduces the maximum number of Shares to be purchased in the Offer, which makes changes to the Offer which are otherwise adverse to the Company shall deliver, or cause the Public Stockholders or which imposes conditions to be delivered, the Per Share Amount Offer in addition to each Person who has validly tendered (and not withdrawn) Shares pursuant those set forth in "The Tender Offer - 9. Conditions to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X " hereof and all without the prior consent of the conditions set forth in Annex --------- ----- A shall not have been satisfiedCompany. The Merger. The Merger Agreement provides that, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon upon the terms and subject to the conditions set forth hereinthereof, concurrently and in accordance with Delaware Law, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation of the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or holders of any Shares, (a) each Share issued and outstanding immediately prior to the Effective Time (other than any Shares held in the treasury of the Company, or owned by Purchaser, any Affiliate of Purchaser or any direct or indirect subsidiary of the Company and any Shares which are held by stockholders who have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Delaware Law) shall be cancelled and converted automatically into the right to receive $7.875 per Share in cash or such higher price paid in the Offer (the "Merger Consideration") payable, after reduction for any required Tax withholding, without interest, to the holder of such Share, upon surrender, in the manner provided in the Letter of Transmittal, of the certificate that formerly evidenced such Share; (b) each Share held in the treasury of the Company and each Share owned by Purchaser, any Affiliate of Purchaser or any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution will be made with respect thereto; and (c) each share of Class A Common Stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $.50 per share, of the Surviving Corporation, and each share of Class B Common Stock, par value $.01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Class B Common Stock, par value $.50 per share, of the Surviving Corporation. The Merger Agreement provides that the directors of Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and that the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in each case until their respective successors are duly elected or appointed and qualified. The Merger Agreement provides that, at the Effective Time, the Certificate of Incorporation of the Company restated in the form attached to the Merger Agreement will be the Certificate of Incorporation of the Surviving Corporation. The Merger Agreement also provides that the By-laws of the Company, as in effect immediately prior to the Effective Time, will be the By-laws of the Surviving Corporation. The Merger Agreement provides that each Company Stock Option outstanding at the Effective Time under the Company Stock Option Plan shall be canceled by the Company immediately prior to the Effective Time, and each holder of a canceled Company Stock Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such Company Stock Option an amount equal to the product of (i) the number of Shares previously subject to such Company Stock Option, and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Shares previously subject to such Company Stock Option, which shall be paid in cash, after reduction for applicable tax withholding. The Merger Agreement provides that notwithstanding any provision of the Merger Agreement to the contrary, Shares that are outstanding immediately prior to the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the commencement provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in the Merger Agreement, of the certificate or certificates that formerly evidenced such Shares. Agreements of Purchaser and the Company. Pursuant to the Merger Agreement, the Company shall, if required by applicable law in order to consummate the Merger, duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby (the "Stockholders' Meeting"). The Merger Agreement also provides that subject to its fiduciary duties under applicable law as advised by independent counsel, if the Minimum Condition shall not have been satisfied and such condition shall have been waived by Purchaser, at the Stockholders' Meeting Purchaser will cause all Shares then owned by it and the Shares under its control to be voted in favor of the Merger. The Merger Agreement provides that, notwithstanding the preceding paragraph, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares of each class, subject to certain conditions, Purchaser and the Company agree to take all necessary and appropriate action to cause the Merger to become effective in accordance with Section 263 of Delaware Law as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. The Merger Agreement provides that the Company will, if required by applicable law, as soon as practicable following consummation of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 information or proxy statement (together with all amendments and supplements thereto, the "Schedule 13E-4Proxy Statement") with respect the under the Exchange Act, and use best efforts to -------------- have the OfferProxy Statement cleared by the Commission. Purchaser and the Company will cooperate with each other in the preparation of the Proxy Statement, and the Company, Xxxxx Xxxxxxx and TNF shall file with Company will notify Purchaser of the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, receipt of any comments of the "Schedule 13E-3") Commission with respect to the OfferProxy Statement. The Merger Agreement further provides that the Certificate of Incorporation of the Surviving Corporation shall contain provisions no less favorable with respect to indemnification than are set forth in Article Eighth of the Certificate of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. The Merger Agreement provides that the Company shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, the Stock -------------- PurchaseSurviving Corporation shall, to the Asset Dropdownfullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Merger and the other transactions contemplated hereby Company (collectively, the "TransactionsIndemnified Parties") against all costs and expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether occurring before or after the Effective Time, for a period of ten years after the date hereof. The Schedule 13E-4 Merger Agreement provides that the Surviving Corporation shall use its best efforts to maintain in effect for six years from the Effective Time, if available, the current directors' and officers' liability insurance policies maintained by the Schedule ------------ 13E-3 Company (provided that the Surviving Corporation may substitute therefor policies of at least the same coverage containing terms and conditions which are not materially less favorable) with respect to matters occurring prior to the Effective Time; provided, however, that in no event shall containthe Surviving Corporation be required to expend pursuant to this provision: for the period beginning at the Effective Time and ending three years thereafter, or shall incorporate by reference, more than an offer amount per year equal to purchase 300% of current annual premiums (the "Offer to PurchaseCurrent Annual Premiums") paid by the Company for such insurance, and forms (ii) for the period beginning on the third anniversary of the related letter of transmittalEffective Time and ending three years thereafter, any ----------------- related summary advertisement and any other documents related more than an amount per year equal to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 200% of the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities lawsCurrent Annual Premiums.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto nothing shall have occurred or be existing, upon the terms and ------- subject that would result in a failure to satisfy any of the conditions set forth herein and in Annex I hereto, Merger Subsidiary shall, as soon promptly as practicable after the date hereof, but in no event later than five business days following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all public announcement of the issued and outstanding Sharesterms of this Agreement, including the associated preferred share purchase rights, for $17.00 per Share commence an offer (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required ) to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) purchase all of the outstanding Shares (of the Company at a price of $34.00 per Share, net to the seller in cash. The Offer shall be subject to the condition that there shall have been tendered a number of Shares which, together with the Shares then owned by Buyer and its affiliates, represents at least a majority of the Shares outstanding on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer basis (the "Minimum Condition"), ----------------- ) and (ii) to the other conditions set forth in Annex A hereto shall have been ------- satisfiedI hereto. The Per Share Amount payable by Merger Subsidiary expressly reserves the Company in respect right to waive any of each Share tendered pursuant the other conditions to the Offer shall, subject (other than the Minimum Condition) and to applicable withholding of taxes, be net to the seller make any change in cash, upon the terms and subject to the or conditions of the Offer. Subject ; provided that no change may be made which changes the form of consideration to be paid or decreases the price per Share or the number of Shares sought in the Offer, which imposes conditions to the Offer in addition to those set forth in Annex I, amends the terms and conditions of the Offer (includingin a manner adverse to the Company or, except as provided in the next two sentences, extends the Offer. Notwithstanding the foregoing, Merger Subsidiary may, without limitationthe consent of the Company (i) extend the Offer beyond the scheduled expiration date, the Minimum Condition), as promptly as practicable which shall be 20 business days following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the Company conditions to Merger Subsidiary's obligation to accept for payment and to pay for the Shares shall delivernot be satisfied or waived, or cause to be delivered(ii) extend the Offer for any period required by any rule, regulation or interpretation of the Per Share Amount to each Person who has validly tendered Securities and Exchange Commission (and not withdrawnthe "SEC") Shares pursuant or the staff thereof applicable to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that So long as this Agreement shall not have been terminated is in accordance with Article X hereof effect and all the condition of the conditions Offer set forth in clause (y) of the first paragraph of Annex --------- ----- A I has not been satisfied or waived, Merger Subsidiary shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until for a period or successive periods not to exceed 10 business days each after the previously scheduled expiration date not later than July 31, 1999of the Offer. 2.1.3. Upon (b) As soon as practicable on the terms and subject to the conditions set forth herein, concurrently with the date of commencement of the Offer, the Company Merger Subsidiary shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 Securities and Exchange Commission (together with all amendments and supplements thereto, the "Schedule 13E-4SEC") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-313E- 3") and a Tender Offer Statement on schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 13E-3, the Schedule 14D-1 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an related offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being are collectively referred to herein collectively as the "Offer Documents"). Each of Buyer and the Company and TNF --------------- shall each agrees promptly to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall have become false or misleading, and each of the Company and TNF shall misleading in any material respect. Merger Subsidiary agrees to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, 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 an opportunity to review and comment on the Schedule 14D-1 and Schedule 13E-3 prior to their being filed with the SEC.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A I hereto shall have occurred or be existing, upon Purchaser shall, as promptly as practicable after the date hereof, but in no event later than five business days following the public announcement of the terms of this Agreement, commence an offer (the "Offer") to purchase any and ------- all of the outstanding shares of common stock, $1.00 par value (the "Shares"), of the Company at a price of $40.00 per Share, net to the seller in cash. The Offer shall be subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence condition that at least a cash tender offer to acquire all majority of the then issued and outstanding Shares, including the associated preferred share purchase rightsother than Shares owned by Purchaser, for $17.00 per Share (as defined in the recitals heretoParent, the "Offer"). The Company Parent's other subsidiaries and Parent's executive officers and directors, shall not be ----- required to accept for payment and pay for Shares have been validly tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn Offer prior to the expiration date of the Offer and not withdrawn (the "Minimum Tender Condition"), ----------------- ) and (ii) to the other conditions set forth in Annex A hereto shall have been ------- satisfiedI hereto. The Per Share Amount payable by Purchaser expressly reserves the Company in respect right to waive the Minimum Tender Condition or any of each Share tendered pursuant the other conditions to the Offer, to increase the price per Share payable in the Offer shall, subject and to applicable withholding of taxes, be net to the seller make any other change in cash, upon the terms and subject to the or conditions of the Offer. Subject to ; provided that (i) Parent shall not waive the Minimum Tender Condition without the consent of a majority of the Independent Directors (as defined below) and (ii) without the consent of a majority of the Independent Directors, the Purchaser shall not make any change in the terms and or conditions of the Offer which (including, without limitation, A) changes the Minimum Condition), as promptly as practicable following the expiration form of the Offer, the Company shall deliver, or cause consideration to be delivered, paid or (B) decreases the Per price per Share Amount payable in the Offer or (C) reduces the maximum number of Shares to each Person who has validly tendered be purchased in the Offer or (and not withdrawnD) Shares pursuant imposes conditions to the Offer, Offer in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions addition to those set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend I hereto or (E) extends the expiration date of the Offer from time (except as required by law or the applicable rules and regulations of the SEC and except that the expiration date of the Offer may be extended for up to time until a date forty (40) business days in the aggregate in the event any condition to the Offer is not later than July 31, 1999satisfied) or (F) amends any term of the Offer in any manner materially adverse to holders of Shares. 2.1.3. Upon (b) As soon as practicable on the terms and subject to the conditions set forth herein, concurrently with the date of commencement of the Offer, Parent and the Company Purchaser shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3"as defined in Section 4.07) with respect to the Offer, a Tender Offer Statement on Schedule 14D-l and a Transaction Statement on Schedule 13E-3 which will contain the Stock -------------- Purchaseoffer to purchase, the Asset Dropdowninformation required by Rule 13e-3 under the Exchange Act (as defined in Section 4.03), the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms form of the related letter of transmittal, any ----------------- related summary advertisement transmittal and any other documents related an 6 amendment to the Offer Parent's Schedule 13D (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of Parent, the Purchaser and the Company and TNF --------------- shall each agrees promptly to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall have been found to be or become false or misleading, misleading in any material respect. Parent and each of the Company and TNF shall Purchaser agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, 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, the Special Committee (as defined herein) and their respective counsel, shall be given an opportunity to review and comment on the Schedule 14D-l and the Schedule 13E-3 prior to the filing thereof with the SEC. Parent and the Purchaser shall provide the Company, the Special Committee and their respective counsel, a copy of any written comments or telephonic notification of any verbal comments Parent or the Purchaser may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and shall provide the Company, the Special Committee and their respective counsel with a copy of any written responses thereto and telephonic notification of any verbal responses thereto of Parent or the Purchaser or their counsel.

The Offer. 2.1. (a) The Offer. ---------Primary Borrower, Xxxxx 2 and Bidco each undertake with each of the Finance Parties that it shall (or shall procure that Bidco shall, as applicable): 2.1.1. Provided that (i) this Agreement shall not have been terminated until the earlier of the date the Offer lapses or is finally closed, comply in accordance all material respects with Section 10.1the Code, the Financial Services Xxx 0000 and the Act and all other applicable laws and regulations relevant in the context of the Offer; (ii) none provide the Facility Agent with such information regarding the progress of the events Offer as it may reasonably request and, provided no breach of the Code would result, all material written advice given to it in respect of the Offer; (iii) not declare the Offer unconditional at a level of acceptances below that required by Rule 10 of the Code; (iv) ensure that at no time shall circumstances arise whereby a mandatory offer is required to be made by the terms of Rule 9 of the Code in respect of the Target Shares; (v) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), waive, amend or agree or decide not to enforce, in whole or in part, the conditions of the Offer set ------------ forth out in Annex A hereto paragraphs (c) (Referral) or (b) (Coalco Disposal Agreement) of Appendix 1 to the Press Release; (vi) not, without the prior consent of the Arrangers (acting on the instructions of the Majority Banks), such consent not to be unreasonably withheld or delayed, waive, amend (but not including extending the Offer period, which shall have occurred be at the Primary Borrower's discretion provided that the Offer is closed within the period required by clause 10.4(f) below) or agree or decide not to invoke, in whole or in part, in any material respect, any of the other material conditions of the Offer (and the Primary Borrower, Xxxxx 2 and Bidco acknowledge that the total Indebtedness of the Target Group requiring to be existingrefinanced, and the amount of any contingent liabilities of the Target Group which would or might crystallise upon the terms Offer becoming unconditional, are material), provided that the Primary Borrower, Xxxxx 2 and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company Bidco shall not be ----- required in breach of this clause (vi) if they fail to accept for payment invoke a condition of the Offer because the Takeover Panel has directed that they may not do so. (b) Each of the Primary Borrower, Xxxxx 2 and pay for Shares tendered pursuant Bidco acknowledges and confirms to the Finance Parties that if any event or circumstance occurs which under the conditions of the Offer may entitle Bidco to lapse the Offer, Bidco will promptly notify the Facility Agent and if in the reasonable opinion of the Majority Banks such event or circumstance would have a material and adverse affect on the ability of the Borrowers to comply with their material obligations under this Agreement (or the adequacy of the facilities available for refinancing indebtedness or other liabilities of the Target Group) and the Facility Agent acting on the instructions of the Majority Banks so requests, Bidco will promptly seek the consent of the Takeover Panel to lapse the Offer. If the Takeover Panel consents to Bidco's lapsing the Offer in the light of such event or circumstance, Bidco shall then lapse the Offer promptly. (c) Each of the Primary Borrower, Xxxxx 2 and Bidco shall keep the Arrangers informed and consult with them as to: (i) the terms of any undertaking or assurance proposed to be given by it, any of its Affiliates or any member of the Target Group to the Director General, the Director General of Gas Supply or the Secretary of State for Trade and Industry in connection with the Offer; (ii) the terms of any modification to any of the Licences proposed in connection with the Offer; (iii) any terms proposed in connection with any authorisation or determination necessary or appropriate in connection with the Offer; If the Majority Banks (acting reasonably) state that in their opinion such proposed undertakings(s), assurance(s), modification(s) and/or term(s), or compliance therewith, would materially and adversely affect the ability of the Group to comply with its material obligations under the Finance Documents, Bidco shall promptly request the Takeover Panel to confirm (and shall use its reasonable endeavours to ensure that the Takeover Panel does confirm) that the Takeover Panel will not object to the lapsing of the Offer as a result of the non-satisfaction of whichever of the conditions in Appendix 1 to the Press Release is relevant, provided that Bidco will not be obliged to lapse the Offer as a result of any proposed modifications of any Licence or any proposed undertakings or assurances from the Primary Borrower, Xxxxx 2, Bidco or any member of the Target Group to be given to the Director General to the extent that such modifications, undertakings or assurances (as the case may be) are no more onerous than those set out and required by the Director General from Pacificorp and/or the Target Group in accordance with the terms hereof of the Monopolies and Mergers Commission Report dated 19 December 1997 into the terms original Pacificorp offer for the Target. If the Takeover Panel gives a confirmation substantially in those terms, Bidco shall at the earliest opportunity declare the Offer lapsed by reason of the non- fulfilment of such condition(s). (d) Each of the Primary Borrower, Xxxxx 2 and Bidco acknowledges and confirms to the Finance Parties that the Offer, unless or an accompanying circular to shareholders of the Target, should also contain a super class one resolution to be passed by the shareholders of the Target, seeking approval of the completion of the Coalco Disposal Agreement with effect on and from the Unconditional Date. Where the context permits, all references in this Agreement (iand in the Offer) at least seventy-five percent to the Offer being accepted and/or becoming unconditional shall be construed to include such approval being granted. (75%e) Each of the Primary Borrower, Xxxxx 2 and Bidco undertakes to the Finance Parties that within 15 days of the date on which acceptances of the Offer are received from holders of not less than 90% of the Target Shares to which the Offer relates, Bidco shall procure that a director of Bidco issues a statutory declaration pursuant to section 429(4) of the outstanding Shares (on a fully diluted basis) after giving effect Companies Xxx 0000, gives notice to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration all remaining holders of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered Target Shares that it intends to acquire their shares pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions section 429 of the Offer. Subject to the terms Companies Xxx 0000, and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company Bidco shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawnsubsequently purchase all such shares. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4"f) with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company Primary Borrower, Xxxxx 2 and TNF --------------- Bidco undertakes to the Finance Parties that Bidco shall correct promptly in any information provided by it for use in event give notice to close the Offer Documents which shall have become false or misleadingno later than 120 days after the date of this Agreement, and each of unless the Company and TNF shall take all actions necessary Arrangers agree in their absolute discretion to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities lawsextend such period.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto nothing shall have occurred or be existingthat, upon had the terms and ------- subject Offer referred to below been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth herein and in Annex I hereto, as soon promptly as practicable following (but no later than twenty days after the execution and delivery hereof by the parties heretodate hereof), the Company Merger Subsidiary shall commence a cash tender an offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer")) to purchase any and all of the outstanding Shares, together with the associated Rights, at a price of $32.00 per Share, net to the seller in cash. The Company initial expiration date of the Offer shall not be ----- required to accept for payment and pay for Shares tendered pursuant twenty Business Days from the date the Offer is commenced. The Offer shall be subject to the Offer, condition that there shall be validly tendered in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent or any of its Subsidiaries, represents at least a majority of the Shares outstanding on a fully-diluted basis (the "Minimum Condition"), ----------------- ) and (ii) to the other conditions set forth in Annex A hereto I hereto. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that no change or waiver may be made, without the prior written consent of the Company, that changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I. Notwithstanding the foregoing, without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been ------- satisfied. The Per Share Amount payable satisfied or waived, until such conditions are satisfied or waived, (ii) for any period required by any rule, regulation, interpretation or position of the Company in respect SEC or the staff thereof applicable to the Offer or any period required by applicable law, (iii) on one or more occasions for an aggregate period of each Share not more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, on such expiration date, the number of Shares tendered (and not withdrawn) pursuant to the Offer shallOffer, subject together with the Shares then owned by Parent or any of its Subsidiaries, represents less than 90% of the outstanding Shares on a fully-diluted basis and (iv) pursuant to applicable withholding a "subsequent offering period" under Rule 14d-11 of taxes, be net the 1934 Act. Subject to the seller in cash, foregoing and upon the terms and subject to the conditions of the Offer. Subject to the terms , Merger Subsidiary shall, and conditions of the Offer (includingParent shall cause it to, without limitationaccept for payment and pay for, the Minimum Condition), as promptly as practicable following after the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has all Shares validly tendered (and not withdrawn) Shares withdrawn pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As soon as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments Parent and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF Merger Subsidiary shall file with the SEC a Rule 13E-3 Transaction Tender Offer Statement on Schedule 13E-3 TO (together with all amendments and supplements thereto, the "Schedule 13E-3TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the such Schedule 13E-4TO and such documents included therein, the including a Rule 13e-3 Transaction Statement on Schedule 13E-3, pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of Parent, Merger Subsidiary and the Company and TNF --------------- shall each agrees promptly to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect. Parent and each of the Company and TNF shall Merger Subsidiary agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, TO as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, 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 Offer Documents prior to their being filed with the SEC or disseminated to the holders of Shares. Parent shall provide the Company with a copy of any comments received from the SEC on the Offer Documents.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X Section 8.1 hereof and all none of the events set forth in Annex I shall have occurred and be existing, as promptly as practicable (but in no event later than five business days after the public announcement of the execution of this Agreement), the Purchaser shall 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, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least 51% of the Shares then 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 --------- ----- A ----------------- I hereto, and shall not have been satisfied, consummate the Company shall, at Offer in accordance with its terms. The obligations of the direction of TNF, - extend Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration date of the Offer from time to time until a date and not later than July 31, 1999. 2.1.3. Upon the terms and withdrawn shall be subject only to the Minimum Condition and the other conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions")in Annex I hereto. The Schedule 13E-4 and the Schedule ------------ 13E-3 Offer shall contain, or shall incorporate be made by reference, means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this ----------------- Agreement, the Minimum Condition and forms the other conditions set forth in Annex I hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the related letter Offer in any manner adverse to the holders of transmittalthe Shares without the written consent of the Company; provided, any ----------------- related summary advertisement 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 shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date. The Purchaser shall, on the terms and any other documents related 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 initial expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer equal less than 90% of the outstanding Shares, the Purchaser may extend the Offer for a period not to exceed ten (10) 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 Schedule 13E-4exhibits thereto, the "Schedule 13E-314D-l"). The Schedule 14D-1 will include, -------------- as exhibits, the Offer to Purchase and such other a form of letter of transmittal and summary advertisement (which documents, together with all any amendments and supplements and amendments thereto, being and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein collectively as the "Offer Documents"). Each --------------- The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and Section 552.07 of the Wisconsin Statutes, if applicable, and, on the date filed with the SEC and on the date first published, mailed 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 Parent or Purchaser with respect to information furnished by the Company and TNF --------------- shall correct promptly any to the Parent or Purchaser, in writing, expressly for inclusion in the Offer Documents. The information provided supplied by it the Company to the Parent or Purchaser, in writing, expressly for use inclusion in the Offer Documents which shall have become false and by the Parent or misleadingPurchaser to the Company, and each in writing, expressly 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, in light of the Company circumstances under which they were made, not misleading. (c) Parent and TNF shall the Purchaser will take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, Offer Documents to be filed with the SEC and the other Offer Documents, as so corrected, 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 and the Company agrees to promptly (i) correct any information provided by it for use in the Schedule 14D- 1 or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect and (ii) to supplement the information provided by it specifically for use in the Schedule 14D-1 or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 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 the Schedule 14D-1 before it is filed 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.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto nothing shall have occurred or be existing, upon the terms and ------- subject that would result in a failure to satisfy any of the conditions set forth herein and in Annex I hereto, as soon promptly as practicable after the date hereof, but in no event later than five business days following the execution public announcement of this Agreement, Merger Subsidiary shall, and delivery hereof by the parties heretoParent shall cause Merger Subsidiary to, the Company shall commence a cash tender an offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required ) to accept for payment purchase any and pay for all of the outstanding Shares tendered pursuant at a price of $25.50 per Share, net to the Offerseller in cash. Subject to Section 2.01(c), the Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent, Merger Subsidiary and Saint- Gobain, represents at least 90% of the Shares outstanding (the "Minimum Condition"), ----------------- ) and (ii) to the other conditions set forth in Annex A hereto shall have been ------- satisfiedI hereto. The Per Share Amount payable by Merger Subsidiary expressly reserves the Company in respect right to waive any of each Share tendered pursuant the conditions to the Offer shall, subject and to applicable withholding of taxes, be net to the seller make any change in cash, upon the terms and subject to the or conditions of the Offer, provided that, subject to Section 2.01(c), no change or waiver 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 or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or is otherwise materially adverse to the holders of the Shares. Notwithstanding the foregoing, without the consent of the Company, Merger Subsidiary shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived; provided that Merger Subsidiary may extend the Offer under this clause (i) on not more than two occasions and for not more than ten business days on each such occasion or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. If all of the conditions to the Offer are not satisfied or waived on any scheduled expiration date of the Offer, Merger Subsidiary shall either (i) extend the Offer from time to time until such conditions are satisfied or waived (but not beyond November 10, 1999) or (ii) exercise its rights under Section 2.01(c), if applicable; provided that (w) such conditions are reasonably capable of being satisfied, (x) the Company exercises its reasonable best efforts to cause such conditions to be satisfied, (y) an Acquisition Proposal shall not have been publicly announced and not withdrawn as of such scheduled expiration date and (z) the Company is in compliance with all of its covenants in this Agreement. Subject to the foregoing and to the terms and conditions of the Offer (includingOffer, without limitationMerger Subsidiary shall, the Minimum Condition)and Parent shall cause it to, accept for payment and pay for, as promptly as practicable following after the expiration of the Offer, all Shares properly tendered and not withdrawn pursuant to the Company Offer that Merger Subsidiary is obligated to purchase. Parent shall deliver, provide or cause to be deliveredprovided to Merger Subsidiary on a timely basis the funds necessary to pay for any Shares that Merger Subsidiary becomes obligated to accept for payment, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pay for, pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. The Offer shall have an initial scheduled expiration date 20 business days following commencement thereof. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As soon as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments Parent and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF Merger Subsidiary shall file with the SEC a Rule 13E-3 Transaction Tender Offer Statement on Schedule 13E-3 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-314D-1") with respect to the Offer, which will contain the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms form of the related letter of transmittal, any ----------------- related transmittal and summary advertisement (such Schedule 14D-1 and any other such documents related included therein pursuant to which the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of Parent and the Company and TNF --------------- shall each agrees promptly to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect. Parent and each of the Company and TNF shall Merger Subsidiary agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 14D-1 as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, 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 an opportunity to review and comment on the Offer Documents prior to their being filed with the SEC or disseminated to the holders of Shares. (c) In the event the Minimum Condition is not satisfied on any scheduled expiration date of the Offer, Merger Subsidiary may, without the consent of the Company: (i) extend the Offer pursuant to Section 2.01(a); (ii) amend the Offer to waive the Minimum Condition in contemplation of the exercise of the Top-Up Stock Option (to the extent the Top-Up Stock Option is exercisable at such time); or (iii) amend the Offer to provide that, in the event (x) the Minimum Condition is not satisfied at the next scheduled expiration date of the Offer (without giving effect to the exercise of the Top-Up Stock Option or the stock option contemplated by Section 1.02 of the Shareholder Agreement) and (y) the number of Shares tendered pursuant to the Offer and not withdrawn as of such next scheduled expiration date, taken together with the number of Shares owned directly or indirectly by Parent and Saint-Gobain, is more than 50% of the then outstanding Shares, Merger Subsidiary shall: (A) reduce the Minimum Condition to the Revised Minimum Number, (B) reduce the number of Shares subject to the Offer to a number of Shares that when added to the Shares then owned by Merger Subsidiary, Parent and Saint-Gobain will equal the Revised Minimum Number, and (C) if a number of Shares greater than the Revised Minimum Number is tendered into the Offer and not withdrawn, purchase, on a pro rata basis, the Revised Minimum Number of Shares. Notwithstanding any other provision of this Agreement, in the event that Merger Subsidiary purchases a number of Shares equal to the Revised Minimum Number, then without the prior written consent of Merger Subsidiary, at any time prior to the termination of this Agreement, the Company shall take no action whatsoever (including, without limitation, the redemption of any Shares) which would have the effect of increasing the percentage ownership of Shares by Merger Subsidiary, Parent and Saint-Gobain in excess of the Revised Minimum Number. (d) In the event that (x) the number of Shares tendered pursuant to the Offer and not withdrawn as of such next scheduled expiration date, taken together with the number of Shares owned directly or indirectly by Parent and Saint-Gobain, is more than 50% of the then outstanding Shares, (y) all conditions to the Offer other than the Minimum Condition shall have been satisfied and (z) Shares have not been accepted for payment by Merger Subsidiary prior to November 10, 1999, Merger Subsidiary shall be required to take either the action contemplated by Section 2.01(c)(ii) above or the action contemplated by Section 2.01(c)(iii) above.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and terms hereof, as soon promptly as practicable following practicable, but in no event later than five (5) Business Days after the public announcement of the execution and delivery hereof by the parties heretoparties, the Company Parent shall commence a cash tender offer to acquire (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) ,the Offer for any and all of the issued and outstanding Shares, including at the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer")Offer Price. The Company shall not be ----- required obligation of Parent to accept for payment and to pay for any Shares tendered pursuant shall be subject only to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) the condition that at least seventy-five percent (75%) a majority of the outstanding Shares (on a fully fully-diluted basisbasis (including for purposes of such calculation all Shares issuable upon exercise of all vested and unvested stock options) after giving effect to Section 2.4 shall have been be validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable A. Parent expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer (provided that, unless previously approved by the Company in respect writing, no change may be made which (i) decreases the Offer Price, (ii) changes the form of each Share tendered pursuant consideration to be paid in the Offer, (iii) reduces the maximum number of Shares to be purchased in the Offer, (iv) imposes conditions to the Offer shallin addition to those set forth in Annex A, subject (v) amends the conditions set forth in Annex A to applicable withholding broaden the scope of taxessuch conditions, be net (vi) amends any other term of the Offer in a manner adverse to the seller holders of the Shares, (vii) extends the Offer except as provided in cashSection 1.1(b)), upon or (viii) amends the Minimum Condition. It is agreed that the conditions set forth in Annex A are for the sole benefit of Parent and may be waived by Parent, in whole or in part at any time and from time to time, in its sole discretion other than the Minimum Condition, as to which prior written Company approval is required. The failure by Parent 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 and from time to time. The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined in Section 9.2) will be tendered in the Offer. (b) Subject to the terms and subject conditions thereof, the Offer shall expire at midnight, New York City time, on the date that is twenty (20) Business Days after the date the Offer is commenced; provided, 7 however, that without the consent of the Company's Board of Directors, Parent may (i) from time to time extend the Offer, if at the scheduled expiration date of the Offer any of the conditions to the Offer shall not have been 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; or (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than twenty (20) Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. Parent agrees that if all of the conditions to the Offer set forth on Annex A are not satisfied on any scheduled expiration date of the Offer then, provided that all such conditions are reasonably capable of being satisfied prior to October 31, 1997, Parent shall extend the Offer from time to time until such conditions are satisfied or waived, provided that Parent shall not be required to extend the Offer beyond October 31, 1997. Subject to the terms and conditions of the Offer (includingand this Agreement, without limitationParent shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Minimum Condition)Offer that Parent becomes obligated to accept for payment and pay for pursuant to the Offer, as promptly as practicable following after the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (c) As soon as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31is commenced, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Parent shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with including all amendments and supplements exhibits thereto, the "Schedule 13E-314D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 14D-1 shall contain, contain as an exhibit or shall incorporate by reference, an offer to purchase (reference the "Offer to Purchase"Purchase (or portions thereof) and forms of the related letter of transmittal, any ----------------- related transmittal and summary advertisement advertisement. Parent and any other documents related to the Offer (Merger Sub agree that the Schedule 13E-4, the Schedule 13E-314D-1, the Offer to Purchase and such other documents, all amendments or supplements thereto (which together with all supplements and amendments thereto, being referred to herein collectively as constitute the "Offer Documents") shall comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Laws (as defined in Section 5.1(i)). Parent and Merger Sub further agree that the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Merger Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that the information provided by the Company for inclusion or incorporation by reference in the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. Each of Parent, Merger Sub and the Company and TNF --------------- shall agrees promptly to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF shall Merger Sub further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 14D-1 as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent agrees to provide the Company and its counsel in writing with any comments Parent or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof SECTION 7.1 herein and none of the events set forth in ANNEX A shall have occurred and be existing, as promptly as practicable (but in no event later than ten (10) days after the public announcement of the execution of this Agreement), Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) a cash tender offer to acquire all of Shares at the Offer Price. Subject to the Minimum Condition, the conditions set forth in Annex --------- ----- ARTICLE 6 hereof and subject to the other conditions set forth in ANNEX A hereto, Purchaser shall not have been satisfiedconsummate the Offer in accordance with its terms and to accept for payment and promptly pay for Shares tendered pursuant to the Offer as soon as Purchaser is legally permitted to do so under applicable law. The Offer shall be made by means of the Offer to Purchase and shall be subject to the Minimum Condition and the other conditions set forth in ANNEX A hereto (collectively, the "Offer Conditions") and shall reflect, as appropriate, the other terms set forth in this Agreement. (b) Purchaser expressly reserves the right to modify the terms and conditions of the Offer, except that, without the written consent of the Company shallneither Parent nor Purchaser shall (i) amend or waive the Minimum Condition, at (ii) decrease the direction Offer Price, (iii) change the form of TNFconsideration, - (iv) decrease the number of Shares sought, or (v) amend or impose any other condition of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, Purchaser may, without the consent of the Company (x) increase the amount it offers to pay per Share in the Offer, and, in connection therewith, extend the period of the Offer to the extent required by law, (y) extend the Offer for a period not to exceed ten (10) business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, 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 ninety percent (90%) of the outstanding Shares and (z) from time to time, in its sole discretion, extend the expiration date if on the initial scheduled expiration date of the Offer, which shall be the date which is twenty (20) business days after the date the Offer is commenced, all conditions to the Offer will not have been satisfied or waived. Purchaser shall extend the Offer from time to time until a date which is not later more than July 31sixty (60) business days after commencement of the Offer if, 1999. 2.1.3. Upon the terms and subject to the conditions set forth hereinextent that, concurrently with at the commencement initial expiration date of the Offer, or any extension thereof, the conditions to the Offer set forth in ANNEX A shall not have been satisfied or waived. Any extensions of the period of the Offer shall be subject to termination of this Agreement pursuant to Section 7. 1. The Company agrees that no Shares held by the Company shall file with will be tendered pursuant to the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements theretoOffer. Except as otherwise required by the Shareholders' Agreement, the "Schedule 13E-4"Company's stockholders shall retain their withdrawal rights during any extension of the Offer or subsequent offering period. (c) with respect to -------------- As soon as practicable on the Offerdate the Offer is commenced, Parent and the Company, Xxxxx Xxxxxxx and TNF Purchaser shall file with the SEC a Rule 13E-3 Transaction Tender Offer Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") TO with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, TO will contain or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, reference the Offer to Purchase and such a form of letter of transmittal, summary advertisement and other ancillary Offer documents, together with all supplements . Parent and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall Purchaser will take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, Offer Documents to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Notwithstanding the foregoing, Parent and Purchaser shall, at a minimum, disseminate the Offer Documents by (i) delivery of the Offer Documents to the beneficial holders of the Shares in compliance with Rule 14d-4(a)(3) promulgated under the Exchange Act and (ii) summary publication appearing in The Wall Street Journal or similar newspaper with national circulation, in compliance with Rule 14d-4(a)(2) promulgated under the Exchange Act. Parent and 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 or misleading in any material respect, 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 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 TO before it is filed with the SEC. Parent and Purchaser will provide the Company and its counsel in writing with any comments or other communications, whether written or oral, Parent, 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 or other communications, and to consult with the Company and its counsel prior to responding to any such comments or other communications. (d) The parties agree that the Offer Conditions are for the sole benefit of Purchaser and, except as provided in SECTION 1.1(B), may be asserted by Purchaser regardless of the circumstances giving rise to such Offer Condition or may be waived by Purchaser, in whole or in part, at any time and from time to time, in its sole discretion; provided however, that neither Purchaser nor Parent may assert the nonsatisfaction of any Offer Condition if such nonsatisfaction is the result of Purchaser or Parent's breach of any representation, warranty, agreement or covenant contained herein. The failure by Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right, the waiver of any such right with respect to particular facts and circumstances shall not be deemed a waiver with respect to other facts or circumstances, and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X Section 8.1 hereof and all none of the events set forth in Annex I shall have occurred and be existing, as promptly as practicable (but in no event later than five business days after the public announcement of the execution of this Agreement), the Purchaser shall 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, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least 51% of the Shares then outstanding on a fully diluted basis (after giving effect to the 7 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 --------- ----- A I hereto, and shall not have been satisfied, consummate the Company shall, at Offer in accordance with its terms. The obligations of the direction of TNF, - extend Purchaser to accept for payment and to pay for any Shares validly tendered on or prior to the expiration date of the Offer from time to time until a date and not later than July 31, 1999. 2.1.3. Upon the terms and withdrawn shall be subject only to the Minimum Condition and the other conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions")in Annex I hereto. The Schedule 13E-4 and the Schedule ------------ 13E-3 Offer shall contain, or shall incorporate be made by reference, means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and forms the other conditions set forth in Annex I hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the related letter Offer in any manner adverse to the holders of transmittalthe Shares without the written consent of the Company; provided, any ----------------- related summary advertisement and any other documents related 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 (the Schedule 13E-4shall not have been satisfied or waived, the Schedule 13E-3Purchaser may, from time to time, in its sole discretion, extend the expiration date. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant 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 equal less than 90% of the Company and TNF --------------- shall correct promptly any information provided by it for use in outstanding Shares, the Purchaser may extend the Offer Documents which shall have become false or misleadingfor a period not to exceed ten (10) business days, and each notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities lawsOffer.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof IX and all none of the events set forth in ANNEX A shall have occurred and be existing, as promptly as reasonably practicable (but in no event later than five business days from the public announcement of the execution of this Agreement), Purchaser shall commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer to acquire all the outstanding Shares at a price of $13.00 per Share, net to the seller in cash, subject to applicable withholding of taxes, without interest (such price, or such higher price per Share as may be paid in the Offer, being referred to herein as the "OFFER PRICE"). Subject to (i) the satisfaction of the Minimum Condition and (ii) the satisfaction or waiver of the other conditions set forth in Annex --------- ----- ANNEX A, Purchaser shall consummate the Offer in accordance with its terms and promptly accept for payment and pay for Shares validly tendered pursuant to the Offer and not withdrawn as soon as Purchaser is legally permitted to do so under applicable law. The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") and shall be subject to the Minimum Condition and the other conditions set forth in ANNEX A hereto, and shall reflect, as appropriate, the other terms set forth in this Agreement. Parent and Purchaser expressly reserve the right, in their sole discretion, subject to compliance with the Exchange Act and the terms of this Agreement, to waive any such condition and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that Parent and Purchaser shall not (i) amend or waive the Minimum Condition, (ii) decrease the Offer Price, (iii) decrease the maximum number of Shares to be purchased in the Offer, (iv) waive or satisfy the Financing Condition (as defined herein) unless the representation set forth in Section 5.04 shall be true and correct, or (v) amend any other term or condition of the Offer in any manner or impose any term or condition that is adverse to the holders of the Shares without the written consent of the Company executed by the Chief Executive Officer of the Company stating that it was authorized by the Company Board or a duly authorized committee thereof. Notwithstanding any other provision hereof, Parent and Purchaser expressly reserve the right (but will have no obligation to), in their sole discretion, subject to compliance with the Exchange Act and the terms of this Agreement, to waive the Financing Condition. Unless otherwise stated, all references in this Agreement to Company Common Stock and Shares shall be deemed to include the associated preferred stock purchase rights (the "RIGHTS") issued pursuant to the Rights Agreement. (b) Notwithstanding the foregoing, in the event that any condition to the Offer set forth in ANNEX A shall not have been satisfiedsatisfied or waived at the scheduled or any extended expiration date of the Offer, Purchaser shall (unless otherwise notified by the Company shallin writing), at the direction of TNFand Purchaser shall otherwise be entitled to, - extend the expiration date of the Offer from time in increments of up to time 5 business days each (unless otherwise agreed by Parent and the Company) until a the earliest to occur of (x) the satisfaction or waiver of each such condition and (y) the termination of this Agreement in accordance with its terms; PROVIDED, HOWEVER, that Purchaser shall not be required to extend the Offer as provided in this sentence if any such condition (other than the Financing Condition) is incapable of being satisfied. In addition, without limiting the foregoing, Purchaser may, without the consent of the Company, extend the expiration date not later than July 31of the Offer (i) as required by applicable law, 1999. 2.1.3. Upon (ii) pursuant to Section 7.10, and (iii) for up to 5 business days if, on the terms and subject to the conditions set forth herein, concurrently with the commencement scheduled or any extended expiration date of the Offer, the Company Shares validly tendered pursuant to the Offer and not withdrawn represent more than 80% but less than 90% of the outstanding Shares, notwithstanding that all the conditions to the Offer set forth in ANNEX A have been satisfied, so long as Purchaser waives the further satisfaction of any of the conditions to the Offer (other than the condition set forth in paragraph (a) of Annex A). (c) As soon as practicable on the date the Offer is commenced (the "Offer Commencement Date"), Parent and Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3SCHEDULE 14D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 14D-1 shall contain, contain or shall incorporate by reference, an offer to purchase (reference the "Offer to Purchase") Purchase and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-314D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). Each Parent and Purchaser shall mail the applicable Offer Documents to the stockholders of the Company as soon as practicable after filing with the SEC. The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws. Each of Parent and TNF --------------- Purchaser, on the one hand, and the Company, on the other hand, shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-314D-1, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Parent and Purchaser shall give the Company and its counsel reasonable opportunity to review and comment upon the Offer Documents prior to their being filed with, or sent to, the SEC. Parent and Purchaser agree to provide the Company and its counsel any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments. (d) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase all the Shares that Purchaser becomes obligated to purchase pursuant to the Offer. (e) Purchaser shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer such amounts as be required to be deducted and withheld with respect to the making of such payment under the Code or under any provision of state, local or foreign tax law; PROVIDED, HOWEVER, that Purchaser shall promptly pay any amounts deducted and withheld hereunder to the applicable Governmental Entity, shall promptly file all Tax Returns and reports required to be filed in respect of such deductions and withholdings, and shall promptly provide to the Company proof of such payment and a copy of all such Tax Returns and reports.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existingcontinuing (other than the requirements set forth in clauses (i)-(iv) of Annex A), upon Purchaser shall commence the terms and ------- Offer as promptly as reasonably practicable after the date hereof, but in no event later than 5 business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to the satisfaction of each of the conditions set forth herein in Annex A hereto. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and as soon as practicable to make any other changes in the terms and conditions of the Offer; provided, however, that no change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Offer in addition to those set forth in Annex A; and provided further that the condition in clause (iv) of Annex A may not be waived by Purchaser nor may any change be made to such condition without the consent of the Company. Purchaser shall from time to time extend the Offer beyond the scheduled expiration date, which shall initially be 20 business days following the execution and delivery hereof by commencement of the parties heretoOffer, for up to 5 business days in each instance (or for such different period to which the Company shall commence a cash tender offer reasonably agree) if, at the scheduled expiration of the Offer, any of the conditions to acquire Purchaser's obligation to accept for payment Shares shall not be satisfied or waived. In addition, if all of the issued conditions to the Offer are satisfied or waived but the number of shares of Class A Common Stock validly tendered and not withdrawn, together with the shares of Class A Common Stock held by Parent and Purchaser, if any, is less than ninety percent (90%) of the then-outstanding Sharesnumber of shares of Class A Common Stock (assuming the conversion by Parent of all shares of Class B Common Stock to Class A Common Stock as contemplated by the last sentence of this Section 1.01(a)), including then upon the associated preferred share purchase rightsapplicable expiration date of the Offer, Purchaser shall provide "subsequent offering periods," as such term is defined in, and in accordance with, Rule 14d-11 under the Exchange Act, for $17.00 per Share an aggregate period not to exceed twenty (20) business days (for all such extensions) and Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept and promptly pay for all Shares tendered as defined in of such applicable expiration date. Subject to the recitals heretoterms of the Offer, the "Offer"). The Company Purchaser shall not be ----- required to accept for payment and pay for all Shares tendered pursuant at the earliest time at which it is permitted to do so under applicable law. Purchaser shall take all necessary action to cause all shares of Class B Common Stock so accepted to be converted to shares of Class A Common Stock as promptly as practicable on the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (date such shares are accepted by Purchaser or on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn any subsequent date prior to the expiration Effective Time if, and only if, such conversion would permit Purchaser to acquire shares of Class A Common Stock representing at least 90% of the Offer then outstanding Class A Common Stock. (the "Minimum Condition"), ----------------- and (iib) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxesTaxes (as hereinafter defined), be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer (includingOffer, without limitation, Purchaser expressly reserves the Minimum Condition)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 Securities Exchange Act of 1934, as promptly as practicable following amended (the expiration "EXCHANGE ACT"). If the payment equal to the Per Share Amount in cash 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 transfer books of the OfferCompany, it shall be a condition of payment that the Company certificate so surrendered shall deliver, be endorsed properly or cause to otherwise be delivered, in proper form for transfer and that the person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant a person other than the registered holder of the certificate surrendered, or shall have established to the Offer, in exchange for each Share so tendered and satisfaction of Purchaser that such Taxes either have been paid or are not withdrawnapplicable. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (c) As promptly as reasonably practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3SCHEDULE TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to PurchaseOFFER TO PURCHASE") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). Each of Parent, Purchaser and the Company and TNF --------------- shall agree to correct promptly any information provided by it any of them for use in the Offer Documents which that shall have become false or misleading, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3TO, as so corrected, to be filed with the SEC 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 lawslaws to give effect to the Offer. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Offer Documents and all amendments and supplements thereto prior to their filing with the SEC.

The Offer. 2.1(a) Subject to the provisions of this ---------- Agreement, as promptly as practicable but in no event later than November 30, 1998, Sub shall, and Parent shall cause Sub 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. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1obligation of Sub to, and (ii) none of Parent to cause Sub to, commence the events set ------------ forth in Annex A hereto Offer and accept for payment, and pay for, any Shares tendered pursuant to the Offer shall have occurred or be existing, upon the terms and ------- subject only to the conditions set forth herein and as soon as practicable following in the execution and delivery hereof attached Exhibit ------- C (the "Offer Conditions") (any of which may be waived in whole or in part by - ---------------- Sub in its sole discretion, except that Sub shall not waive the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share Minimum Condition (as defined in Exhibit C) without the recitals hereto, consent of the "Offer"). The Company shall not be ----- required to accept for payment Company) and pay for Shares tendered pursuant --------- subject to the Offer, rights of Parent or Sub to terminate this Agreement as provided in accordance with Section 8. 1. Sub expressly reserves the terms hereof and right to modify the terms of the Offer, unless except that, without the consent of the Company, Sub shall not (i) at least seventy-five percent (75%) reduce the number of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior subject to the expiration Offer, (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer or (vi) amend 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 "Minimum ConditionSEC")) or the staff --- thereof applicable to the Offer and (iii) if all Offer Conditions are satisfied or waived but the number of Shares tendered is at least equal to 75%, ----------------- and 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 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 other 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 C) or --------- either of the conditions set forth in Annex A hereto paragraphs (e) or (f) of Exhibit C shall --------- not have been ------- satisfied. The Per Share Amount payable by , 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 respect writing), Sub shall extend the Offer from time to time, subject to the right of each Share tendered Parent, Sub or the Company to terminate this Agreement pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offerhereof. Subject to the terms and conditions of the Offer (includingand this Agreement, without limitationSub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Minimum Condition)Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly soon as practicable following after the expiration of the Offer, and in any event in compliance with the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Offer, in exchange for each Share so tendered and not withdrawnExchange Act. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) On the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments Parent and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF Sub shall file with the SEC a Rule 13E-3 Transaction Tender Offer Statement on Schedule 13E-3 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-314D- ------------ 1") with respect to the - Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 which shall contain, or shall incorporate by reference, contain an offer to purchase (the "Offer to Purchase") and forms of the a related letter of transmittal, any ----------------- related transmittal and summary advertisement (such Schedule 14D-1 and any other the documents related included therein pursuant to which the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as 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. Each of Parent, Sub and the Company and TNF --------------- shall each agrees promptly to correct promptly any information provided by it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF shall Sub further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 14D-1 as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, 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 reasonable opportunity to review and comment upon the Offer Documents prior to their filing with the SEC or dissemination to the shareholders of the Company. Parent and 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 and to cooperate with the Company and its counsel in responding to any 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 that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 7.1 and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existingexisting (and shall not have been waived by the Purchaser), upon the Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of the execution of this Agreement. The Purchaser shall, on the terms of and ------- subject to the prior satisfaction or waiver of the conditions of the Offer, accept for payment and pay for up to 27,000,000 Shares validly tendered and not withdrawn pursuant to the Offer (or such other number of Shares as represents an absolute majority of the excess of (i) all shares of Company Common Stock outstanding on the Expiration Date on a fully-diluted basis, minus (ii) the total number of Shares issuable upon exercise of all outstanding employee stock options, with 27,000,000 Shares or such other number being herein referred to as the "50% Share Number") as soon as practicable after the later of the satisfaction of the conditions of the Offer and the expiration of the Offer; provided, however, that no such payment shall be made until after the calculation of the applicable proration factor in the Offer. The obligation of the Purchaser to purchase and pay for shares tendered pursuant to the Offer shall be subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties in Annex A hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not agrees that no Shares held by the Company or any of its Subsidiaries will be ----- required tendered to accept for payment and pay for Shares tendered the Purchaser pursuant to the Offer. The Purchaser expressly reserves the right to waive any of such conditions, to increase 2 the price per Share payable in accordance with the Offer and to make any other changes in the terms hereof and the terms conditions of the Offer; provided, unless (i) at least seventy-five percent (75%) however, that no change may be made which decreases the price per Share payable in the Offer, reduces the number of Shares to be purchased in the Offer, changes the form of consideration to be paid in the Offer, modifies any of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto in any manner adverse to the holders of Shares or, except as provided in the next two sentences, extends the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall have be 20 business days following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to the Purchaser's obligation to accept for payment and to pay for the Shares shall not be satisfied or waived, or (ii) 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. So long as this Agreement is in effect and the condition to the Offer set forth in clause (i) of the first paragraph of Annex A has not been ------- satisfiedsatisfied or waived, the Purchaser shall extend the Offer from time to time for a period or successive periods not to exceed 10 business days each after the previously scheduled expiration date of the Offer. The Per Share Cash Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer . (including, without limitation, the Minimum Condition), as b) As promptly as practicable following on the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-314D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 14D-1 shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement transmittal and any all other ancillary Offer documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentscollectively, together with all amendments and supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each The Parent and the Purchaser shall cause the Offer Documents to be disseminated to the holders of the Company Shares as and TNF --------------- shall to the extent required by applicable federal securities laws. The Parent and the Purchaser, on the one hand, and the Company, on the other hand, will promptly correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall have become false or misleadingmisleading in any material respect, and each of the Company and TNF shall take all actions necessary to Purchaser will cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents, as so corrected, 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 a reasonable opportunity to review and comment upon the Schedule 14D-1 before it is filed with the SEC.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 8.1 and (ii) none of the events set ------------ forth in Annex Exhibit A --------- attached hereto and made a part hereof shall have occurred or be existingexisting (unless such event shall have been waived by Parent), upon Parent shall cause Purchaser to commence, and Purchaser shall commence as promptly as practicable, but in no event later than the terms and ------- subject to fifth business day after the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties heretodate of this Agreement, the Company shall commence a cash tender offer to acquire all of Offer at the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Per Share (as defined in the recitals hereto, the "Offer")Amount. The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless Offer shall be subject only to (i) the condition (the "Minimum Condition") that the number of Shares that, when combined with the Shares already owned by Purchaser and its direct or indirect subsidiaries, constitute at least seventy-five eighty percent (7580%) of the then outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition")Offer, ----------------- and (ii) the satisfaction or waiver of the other conditions set forth in Annex Exhibit A hereto shall have been ------- satisfiedattached hereto. Purchaser 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 8.3); 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 payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cashseller, 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)) and unless the Company otherwise consents in writing, Purchaser shall accept for payment and pay, as promptly as practicable following the after expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has for all Shares validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated (b) As soon as reasonably practicable on the date the Offer is commenced, but in accordance with Article X hereof and all of no event later than the conditions set forth in Annex --------- ----- A shall not have been satisfied, fifth business day after the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31this Agreement, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer Securities and Exchange Commission ("SEC") and disseminate to holders of Shares, to the extent required by law, a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase the Shares, (the "Offer to Purchase") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3TO, 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 Parent, Purchaser and the Company and TNF --------------- shall agree to correct promptly any information provided by it any of them for use in the Offer Documents which shall have become false or misleading, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, TO as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, 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 Offer Documents and any amendments thereto prior to the filing thereof with the SEC. The written information supplied or to be supplied by the Company for inclusion in the Offer Documents 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, in light of the circumstances under which they were made, not misleading. Parent and Purchaser will provide the Company and its counsel with a copy of any written comments or telephonic notification of any oral comments Parent or Purchaser may receive from the SEC or its staff 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 response and telephonic notification of any oral response of Parent, Purchaser or their counsel. In the event that the Offer is terminated or withdrawn by Purchaser, Parent and Purchaser shall cause all tendered Shares to be returned promptly (and to the extent within their power, within five (5) business days) to the registered holders of the Shares represented by the certificate or certificates surrendered to the paying agent designated in the Offer Documents. (c) Subject to the terms and conditions hereof, the Offer shall remain open until midnight, New York City time, on the date that is twenty (20) business days after the date the Offer is commenced (the initial "Expiration Date," and any expiration time and date established pursuant to an authorized extension of the Offer as so extended, also an "Expiration Date"); provided, however, that without the consent of the Board, Purchaser may (and, at the request of the Company, shall): (i) from time to time extend the Offer (each such individual extension not to exceed ten (10) business days after the previously scheduled Expiration Date), if at the scheduled Expiration Date any of the conditions of the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement; or (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; provided, however, that, in no event shall the Offer be extended beyond March 29, 2002. Parent agrees to cause Purchaser to extend the Offer from time to time in accordance with this Section 1.1(c) for the shortest time periods which it reasonably believes are necessary until the consummation of the Offer if the conditions of the Offer shall not have been satisfied or waived so long as this Agreement shall not have been terminated in accordance with Article VIII hereof. (d) Parent shall cause Purchaser to pay to Mellon Investor Services LLC, or such other exchange agent as is reasonably satisfactory to Parent and the Company (the "Paying Agent"), in immediately available United States funds not later than 12:00 noon or such later time as the parties may agree on the first business day immediately following the Expiration Date, an amount equal to the product of the Per Share Amount and all issued and outstanding Shares on such date excluding any treasury Shares and any Shares already owned by the Parent or the Purchaser (the "Total Consideration"). The Total Consideration shall be invested by the Paying Agent as directed by Parent in direct obligations of the United States, obligations for which the full faith and credit of the United States is pledged to provide for the payment of principal and interest, commercial paper rated of the highest quality by Xxxxx'x Investors Services, Inc. or Standard & Poor's Ratings Group or certificates of deposit, bank repurchase agreements or bankers' acceptances of a commercial bank having at least $1,000,000,000 in assets (collectively, "Permitted Investments") or in money market funds which are invested in Permitted Investments, and any net earnings with respect thereto shall be paid to Parent as and when requested by Parent. The Paying Agent shall, promptly after the Expiration Date, pay the applicable Per Share Amount to all holders of Shares duly tendered in the Offer. Any of the Total Consideration not so paid pursuant to the Offer shall be disbursed by the Paying Agent pursuant to the terms of the Plan of Merger (as defined in Section 2.1). The Total Consideration shall not be used for any other purpose except as otherwise agreed to by Parent.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X VIII, Purchaser shall cause Sub to (i) commence (within the meaning of Rule 14d-2 of the Exchange Act) the Offer as promptly as practicable after the date hereof (but not later than January 21, 2011) and all (ii) consummate the Offer, subject to the terms and conditions hereof. The obligation of Sub to accept for payment, purchase and pay for Shares tendered pursuant to the Offer shall be subject only to the absence of, or waiver of the presence of (subject to the limitations in the proviso of Section 2.1(b)) the conditions set forth in Annex --------- ----- A shall not have been satisfied(the “Tender Offer Conditions;” the absence of, or waiver of the presence of, the Tender Offer Conditions is referred to hereinafter as “satisfaction or waiver of” the Tender Offer Conditions). (b) Purchaser, on behalf of Sub, expressly reserves the right from time to time, subject to Section 2.1(c), to waive any of the Tender Offer Conditions or to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided that (i) no Person (including Purchaser, Sub and the Company) may waive the condition in clause “(i)” of Annex A (the “Minimum Condition”) and (ii) without the prior written consent of the Company acting through the Special Committee, no change in the Offer may be made which decreases the Offer Price, changes the form of consideration to be paid in the Offer, reduces the maximum number of Public Shares to be purchased in the Offer, imposes conditions to the Offer in addition to the Tender Offer Conditions or which otherwise modifies the Tender Offer Conditions, reduces the period of time during which the Offer shall remain open, extends the Offer (except for any extension required or permitted pursuant to Section 2.1(c)) or amends any other term of the Offer (A) in a manner adverse to the holders of Public Shares or (B) which would delay consummation of the Offer as reasonably determined by the Board acting through the Special Committee. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver (subject to the limitations in the proviso in this Section 2.1(b)) of all of the Tender Offer Conditions as of the Expiration Date, Sub shall, at and Purchaser shall cause Sub to, as soon as possible after such Expiration Date, accept for payment, purchase and pay the direction Offer Price in cash for each Public Share validly tendered and not withdrawn pursuant to the Offer (the date of TNFacceptance for payment, - the “Acceptance Date” and the time for acceptance for payment, the “Acceptance Time”). Purchaser shall provide, or cause to be provided, to Sub on a timely basis funds sufficient to purchase and pay for any and all Public Shares that Sub becomes obligated to accept pursuant to the Offer. For the avoidance of doubt, Sub shall pay the Offer Price for any Public Shares accepted for payment in the Offer as promptly as practicable. (c) The Offer shall remain open until 5:00 p.m. Eastern Time on the date (the “Expiration Date”) that is twenty (20) Business Days after the commencement of the Offer (determined pursuant to Rule 14d-1(g)(3) under the Exchange Act), unless Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Section 2.1(c), in which event the term “Expiration Date” shall mean the latest time and date the Offer, as so extended, may expire. Sub may, without the consent of the Company, extend the expiration Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. If at any date that would otherwise be an Expiration Date: (i) any of the Tender Offer Conditions is not satisfied or waived (subject to the limitations in the proviso in Section 2.1(b) and subject to Section 2.1(d)) by Sub (including by Purchaser on behalf of Sub), Sub shall extend the Offer from time to time for periods of not more than ten (10) Business Days until a the date not later than July 31, 1999. 2.1.3. Upon on which all of the terms Tender Offer Conditions are satisfied or waived (subject to the limitations in the proviso in Section 2.1(b) and subject to the conditions set forth herein, concurrently with the commencement Section 2.1(d)); (ii) all of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 Conditions have been satisfied or waived (together with all amendments and supplements thereto, subject to the "Schedule 13E-4"limitations in the proviso in Section 2.1(b)) with respect to -------------- the Offer, and the CompanyMarketing Period has not ended on the last Business Day prior to such Expiration Date, Xxxxx Xxxxxxx and TNF Sub shall file with extend the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 Offer until the earliest to occur of (together with all amendments and supplements thereto, A) the "Schedule 13E-3"first (1st) with respect Business Day after the Lender has waived the condition in the Debt Commitment Letter relating to the Offer, Marketing Period and (B) the Stock -------------- Purchase, first (1st) Business Day after the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms final day of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer Marketing Period; or (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 iii) to the extent required by applicable securities lawsthe Lender, five (5) Business Days have not lapsed since the Company has issued a press release or other public announcement disclosing its results of operations for the fiscal quarter and year ending December 31, 2010, which press release or announcement shall contain at a minimum all material GAAP financial measures consistent with the Company’s prior practices (the “Earnings Release”), Sub shall extend the Offer until the fifth (5th) Business Day after the day the Company issued the Earnings Release; provided that the Expiration Date shall not be extended under clauses “(i)”, “(ii)” or “(iii)” above to a date later than May 9, 2011 without the Company’s written consent.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, 9.01 hereof and (ii) none of the events set ------------ forth in clause (a) through (i) of Annex A hereto shall have occurred or be existingcontinuing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company Purchaser shall commence a cash tender offer to acquire all (within the meaning of Rule 14d-2(a) of the issued and outstanding SharesSecurities Exchange Act of 1934, including the associated preferred share purchase rights, for $17.00 per Share as amended (as defined in the recitals hereto, the "OfferExchange Act")) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than 10 business days after the initial public announcement of Purchaser's intention to commence the Offer. The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with Offer shall be subject to the terms hereof and condition (the terms of the Offer, unless (i"Minimum Condition") that at least seventythe number of Shares that shall constitute fifty-five one percent (7551%) of the then outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 Fully Diluted Basis shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (and also shall be subject to the "Minimum Condition"), ----------------- and (ii) satisfaction of each of the other conditions set forth in Annex A hereto hereto. 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 without the Company's prior written consent, Purchaser shall not waive the Minimum Condition and no change may be made (i) which decreases the price per Share payable in the Offer, or (ii) which reduces the maximum number of Shares to be purchased in the Offer, or (iii) which changes the form of consideration payable in the Offer, or (iv) which imposes conditions to the Offer in addition to those set forth in Annex A hereto, or (v) which, except as provided by Law or in the following sentence, extends the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept Shares for payment, shall not be satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer, or (iii) extend (or re-extend) the Offer for an aggregate period of not more than 10 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment Shares are satisfied or waived, but there shall not have been validly tendered and not withdrawn pursuant to the Offer that number of Shares necessary to permit the Merger to be effected without a meeting of the Company's stockholders in accordance with Delaware Law . In addition, if, on the then applicable expiration date of the Offer, the sole condition remaining unsatisfied is the failure of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act") or under any applicable material non-United States statutes or regulations to have expired or been terminated, then Purchaser shall extend the Offer from time to time until the earlier to occur of (i) February 15, 2001 and (ii) the fifth business day after the expiration or termination of the applicable waiting period under the HSR Act or any applicable material non-United States statutes or regulation. Parent and Purchaser further agree that in the event of the failure of one or more of the conditions to the Offer to be either satisfied or waived on any date on which the Offer would have otherwise expired, Purchaser shall, if such condition or conditions could reasonably be satisfied by February 15, 2001 and for so long as such condition or conditions continue to reasonably be expected to be satisfied by February 15, 2001, extend the Offer until such condition or conditions shall have been ------- satisfiedsatisfied or waived; provided, however, that Purchaser shall not be required to extend the Offer pursuant to this sentence beyond February 15, 2001. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. Notwithstanding the immediately preceding sentence and subject to the applicable rules of the SEC and the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, Purchaser expressly reserves the Company right to delay payment for Shares in order to comply in whole or in part with applicable laws. Any such delay shall deliver, or cause be effected in compliance with Rule 14e-1(c) under the Exchange Act. If the payment equal to be delivered, the Per Share Amount in cash (the "Merger Consideration") is to each Person who has validly tendered (be made to a person other than the person in whose name the surrendered certificate formerly evidencing Shares is registered on the stock 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 not withdrawn) Shares pursuant that the person requesting such payment shall have paid all transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the certificate surrendered, or shall have established to the Offer, in exchange for each Share so tendered and satisfaction of Purchaser that such taxes either have been paid or are not withdrawnapplicable. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As promptly as reasonably practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3TO, 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 Parent, Purchaser and the Company and TNF --------------- shall agree to correct promptly any information provided by it any of them for use in the Offer Documents which if and to the extent that such information shall have become false or misleading, and each of the Company Parent and TNF shall Purchaser further agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3TO, as so corrected, to be filed with the SEC 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 upon the Offer Documents (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC or dissemination to stockholders of the Company. In addition, Parent and Purchaser shall provide the Company and its counsel in writing with any comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Schedule TO promptly after receipt of such comments and with copies of any written responses by Parent or Purchaser or their counsel.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided only that (i) this Agreement shall not have been terminated in accordance with Section 10.1its terms, and (ii) none of the events set ------------ forth in Annex clause (iii)(a) of ‎Annex A hereto shall have occurred occurred, (iii) there being no Law or Order enjoining, restraining or otherwise prohibiting the commencement of the Offer and (iv) the Company (A) has timely provided any information required to be existingprovided by it pursuant to ‎Section 2.01(g) and (B) is prepared in accordance with ‎Section 2.02(b) to file with the SEC, upon and to disseminate to holders of Company Shares, the Schedule 14D-9 as and when required by Section 2.02(b), Purchaser shall (and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as promptly as reasonably practicable, but no later than 10 business days (commencing with the first business day after the date of this Agreement), after the date hereof. Following such commencement, each of Parent and Purchaser shall consummate the Offer, subject to the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all hereof. (b) The obligation of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required Purchaser to accept for payment payment, purchase and pay for any Company Shares tendered pursuant to the Offer, in accordance with Offer (and not validly withdrawn) shall be solely subject to the satisfaction or waiver pursuant to the terms hereof and of (x) the terms of condition (the Offer, unless (i“Minimum Condition”) that at least seventy-five percent (75%) that number of the outstanding Company Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration Expiration Date (other than Company Shares tendered by guaranteed delivery where actual delivery has not occurred), when added to any Company Shares already owned by Parent or any of its controlled Subsidiaries, if any, equal a majority of the Offer (outstanding Company Shares as of immediately prior to the "Minimum Condition"), ----------------- Acceptance Time and (iiy) the other conditions set forth in Annex A hereto (the conditions described in clauses (x) and (y) are collectively referred to as the “Tender Offer Conditions”). To the extent permitted by Law, Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time, in its sole discretion, to amend or waive any such condition (other than the Minimum Condition which may not be amended or waived), to increase the price per Company Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, that without the prior written consent of the Company no change may be made that decreases the Per Share Amount (except as provided in ‎Section 2.01(h)), changes the form of consideration payable in the Offer, adds to the conditions to the Offer, decreases the number of Company Shares sought to be purchased in the Offer, extends the Offer other than in a manner pursuant to and in accordance with the terms of this ‎Section 2.01 or supplements, modifies or amends any condition to the Offer in any manner that broadens such conditions or is adverse to the holders of Company Shares. (c) Subject to the terms and conditions thereof, the Offer shall remain open until the time that is one minute following 11:59 p.m., New York City time, on the date that is at the end of the 20th business day beginning with (and including) the date that the Offer is commenced (as determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Expiration Date”), unless the period of time for which the Offer is open shall have been ------- extended pursuant to, and in accordance with, the provisions of this ‎Section 2.01 or as required by applicable Law or the interpretations of the SEC (in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire). (d) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, unless this Agreement shall have been terminated in accordance with ‎Section 9.01, (i) Purchaser shall extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or its staff or the Nasdaq Stock Market that is applicable to the Offer and (ii) if, on the initial Expiration Date or any subsequent date as of which the Offer is scheduled to expire, any Tender Offer Condition is not satisfied and has not been waived, then Purchaser shall (if so requested by the Company) extend (and re-extend) the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for successive extension periods of up to 10 business days each (each such extension period, an “Additional Offer Period”); provided, however, that notwithstanding the foregoing clauses (i) and (ii) of this ‎Section 2.01(d), (A) if any of the events set forth in clause (iii)(a) of ‎Annex A shall have occurred and not been waived or cured on or before the initial Expiration Date or the end of any Additional Offer Period, in no event shall Purchaser be required to extend the Offer beyond the initial Expiration Date or end of such Additional Offer Period, as applicable; (B) if, at the initial Expiration Date or the end of any Additional Offer Period, all of the Tender Offer Conditions, except for the Minimum Condition, are satisfied or have been waived, Purchaser shall only be required to extend the Offer and its expiration date beyond the initial Expiration Date or such subsequent date for one or more additional periods not to exceed an aggregate of 30 business days, to permit the Minimum Condition to be satisfied; and (C) in no event shall Purchaser be required to extend the Offer beyond the Outside Date; provided further, that the foregoing clauses (i) and (ii) of this ‎Section 2.01(d) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to ‎Section 9.01. (e) Purchaser shall not, and Parent shall cause Purchaser not to, terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Section 9.01. In the event that this Agreement is terminated pursuant to ‎Section 9.01, Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within 24 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser in accordance with the terms of this Agreement, Purchaser shall (and Parent shall cause Purchaser to) promptly return, and shall cause any depositary acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Company Shares to the registered holders thereof and Purchaser shall not (and Parent shall cause Purchaser not to) accept any Company Shares pursuant to the Offer. (f) The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxesTaxes, be paid net to the applicable seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (includingthis Agreement Purchaser, without limitationor Parent on Purchaser’s behalf, the Minimum Condition), as shall accept for payment and pay for all Company Shares validly tendered and not withdrawn promptly as practicable following the expiration of the Offer; provided, however, that without the prior written consent of the Company, Purchaser shall not accept for payment or pay for any Company Shares if, as a result, Purchaser would acquire less than the number of Company Shares necessary to satisfy the Minimum Condition. The time at which Purchaser first accepts for payment the Company shall deliver, or cause Shares tendered in the Offer is referred to as the “Acceptance Time.” If payment of the Per Share Amount is to be deliveredmade to a person other than the person in whose name the surrendered certificate formerly evidencing Company Shares is registered on the stock 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 payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant a person other than the registered holder of the certificate surrendered, or shall have established to the Offer, in exchange for each Share so tendered and reasonable satisfaction of Purchaser that such Taxes either have been paid or are not withdrawnapplicable. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (g) On the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "“Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3"TO”) with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "“Offer to Purchase"”) and forms form of the related letter of transmittal, any ----------------- related summary advertisement transmittal and any other ancillary documents related pursuant to which the Offer will be made (the Schedule 13E-4, the Schedule 13E-3TO, the Offer to Purchase and such other documents, together with all exhibits, supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”). Each Purchaser shall use its reasonable best efforts to cause the Offer Documents to be disseminated to holders of Company Shares in all material respects to the extent required by applicable federal securities Laws. Parent and Purchaser shall use their respective reasonable best efforts to cause the Offer Documents to comply in all material respects with the applicable requirements of federal securities Laws; provided, that no covenant is made by Parent or Purchaser with respect to information supplied by or on behalf of the Company for inclusion or incorporation by reference in the Offer Documents. Parent, Purchaser and TNF --------------- shall the Company agree to correct promptly any information provided by it any of them for use in the Offer Documents which that shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF shall take all actions necessary Purchaser further agree to use reasonable best efforts to cause the Schedule 13E-4 and the Schedule 13E-3TO, as so corrected, to be filed with the SEC SEC, and the other Offer Documents, as so corrected, to be disseminated to holders of Company Shares, in each case as in compliance in all material respects with the applicable requirements of federal securities Laws. The Company shall promptly furnish to Purchaser or Parent all information concerning the Company that is required or reasonably requested by Purchaser or Parent in connection with their obligations relating to the Offer Documents or any action contemplated by this ‎Section 2.01(g). Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment on the Schedule TO before it is filed with the SEC, and Parent and Purchaser shall give reasonable and good faith consideration to any comments made by Company and its counsel. In addition, Parent and Purchaser agree to (i) provide the Company and its counsel in writing with any written comments Parent, 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, (ii) use reasonable best efforts to provide a reasonably detailed description of any oral comments Parent, 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, and (iii) unless there has been a Change in Recommendation, provide the Company and its counsel reasonable opportunity to review and comment on any written or oral response to such comments or any proposed amendment to the Offer Documents prior to the filing thereof with the SEC. (h) If, between the date of this Agreement and the Acceptance Time, the outstanding Company Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or similar transaction, then the Per Share Amount applicable to such Company Share shall be adjusted to the extent required by applicable securities lawsappropriate.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof Section 8, as promptly as reasonably practicable, and all in any event within 7 Business Days after the date of this Agreement (subject to the Company having timely provided any information required to be provided by it pursuant to Section 1.2), Purchaser shall, and Parent shall cause 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 defined in Exhibit E hereto) and (ii) the satisfaction or waiver by Purchaser of each of the other conditions set forth in Annex --------- ----- A Exhibit E hereto (together with the Minimum Condition, the “Offer Conditions”). The obligation of Purchaser to accept for payment shares of Company Common Stock 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 have been satisfiedbe subject to any other conditions). Purchaser expressly reserves the right, in its sole discretion, to (A) increase the Offer Price (by increasing the Cash Consideration and/or the amounts that may become payable pursuant to the CVR Agreement), (B) add additional milestones solely with respect to additional milestone payments to the CVR Agreement, (C) waive any Offer Condition or (D) modify 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, except that, unless otherwise provided by this Agreement, without the consent of the Company, Purchaser shall not (1) reduce the Offer Price or increase the Offer Price by an increment of less than $0.05 per share, (2) change the form of consideration payable in the Offer (other than by adding consideration as contemplated by Section 1.1(a)(A) or (B)), (3) reduce the number of Shares sought to be purchased in the Offer, (4) waive, amend or change the Minimum Condition or the condition set forth in clause (b)(iv) of Exhibit E, (5) add to the Offer Conditions, (6) extend the expiration of the Offer except as required or permitted by Section 1.1(b), (7) provide for any Subsequent Offering Period or (8) modify any Offer Condition or any term of the Offer set forth in this Agreement in a manner adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay or impair the consummation of the Offer or prevent, materially delay or impair the ability of the 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 purpose calculated in accordance with Rule 14d-1(g)(3) 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 contrary contained in this Agreement, but subject to the parties’ respective termination rights under Section 8: (i) 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), Purchaser may, in its discretion (and without the consent of the Company shallor 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 direction request of TNFthe Company, - Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date Offer for additional periods specified by the Company of up to 10 Business Days per extension (or such other period as the parties may agree), to permit such Offer Condition to be 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 8 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. (c) Subject to the terms of the Offer from 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 until a date as of which Purchaser is permitted under the Exchange Act to accept for payment shares of Company Common Stock validly tendered (and not later than July 31, 1999. 2.1.3validly withdrawn) pursuant to the Offer and (ii) the earliest time as of which each of the Offer Conditions shall have been satisfied or waived. Upon On the terms and subject to the conditions set forth hereinof the Offer and this Agreement, concurrently 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 included in the Schedule 14D-9. (e) The Parent shall deposit, or shall cause to be deposited, on behalf of Purchaser, with the commencement 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 Offer, the funds necessary to purchase any and all shares of Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect Common Stock that Purchaser becomes obligated to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect purchase pursuant to the Offer. Unless this Agreement is terminated pursuant to Section 8.1, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 Purchaser shall contain, not terminate or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to withdraw the Offer (prior to any scheduled expiration date without the Schedule 13E-4, the Schedule 13E-3, 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 prior written consent of the Company in its sole and TNF --------------- absolute discretion. In the event this Agreement is terminated pursuant to Section 8.1, Purchaser shall correct promptly (and in any information provided by it for use in event within one (1) Business Day) following such termination terminate the Offer Documents which and shall have become false not acquire any shares of Company Common Stock pursuant thereto. If the Offer is terminated in accordance with this Agreement prior to the Acceptance Time, Purchaser shall promptly return, or misleadingcause any depositary acting on behalf of Purchaser to return, all tendered shares of Company Common Stock to the tendering stockholders. (f) At or prior to the Acceptance Time, Parent shall duly authorize, execute and deliver and shall ensure that the Rights Agent duly authorizes, executes and delivers, the CVR Agreement, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 substantially concurrently therewith provide a copy to the extent required by applicable securities lawsCompany.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all that none of the conditions set forth in Annex Exhibit A hereto shall have occurred, Buyer and Merger Subsidiary shall, as --------- ----- A shall not have been satisfiedpromptly as practicable following the date hereof and in no event later than 15 business days after the public announcement of the execution and delivery of this Agreement, commence the Offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the Company shall"Exchange Act")) to purchase all of the outstanding ------------ Shares at a price equal to the Offer Price, net to the seller in cash (subject to reduction only for applicable federal back-up withholding taxes payable by the seller). The obligation of Merger Subsidiary to accept for payment and to pay for any Shares tendered in the Offer shall be subject only to the condition that there shall be validly tendered prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Buyer or Merger Subsidiary, represents at least a majority of the direction outstanding Shares on a fully diluted basis on the date of TNFpurchase (the "Minimum Condition") and to the other conditions set forth in Exhibit A hereto. ----------------- --------- (b) Buyer and Merger Subsidiary expressly reserve the right to modify the terms of the Offer, - except that, without the prior written consent of the Company, neither Buyer nor Merger Subsidiary shall (i) decrease the price per Share or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought in the Offer, (iii) amend or waive satisfaction of the Minimum Condition, (iv) impose additional conditions to the Offer or amend in any manner materially adverse to the holders of Shares any condition to the Offer, (v) amend any other term of the Offer in any manner adverse in any material respect to the holders of Shares, or (vi) except as provided in the next sentence, extend the expiration date of the Offer from beyond August 31, 2001. Notwithstanding the foregoing, Merger Subsidiary may, without the consent of the Company, (i) extend the Offer, if at the then scheduled expiration date of the Offer any of the conditions to Merger Subsidiary's obligation to purchase Shares is not satisfied, until such time to time until a date not as such condition is satisfied or waived, but in no event later than July 31September 30, 1999. 2.1.32001, (ii) extend the Offer on one or more occasions for an aggregate period of not more than ten (10) business days beyond the then scheduled expiration date of the Offer or provide for a "subsequent offering period" (as defined in Rule 14d-11 of the Exchange Act) for an aggregate period of not more than ten (10) business days, 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, and (iii) 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. Upon Assuming the prior satisfaction or waiver of the conditions to the Offer, upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Merger Subsidiary will accept for payment and purchase, as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the Offer. (c) The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") having only the conditions set forth in Exhibit A hereto. ----------------- --------- As soon as practicable on the date the Offer is commenced, Buyer and Merger Subsidiary shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "Schedule 13E-4TO") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with ----------- respect to the OfferOffer that will comply in all material respects with the provisions of all applicable federal securities laws, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby will contain (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, including as an exhibit) or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") Purchase and forms of the related letter of transmittal, any ----------------- related transmittal and summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other which documents, together with all any supplements and or amendments thereto, being and any other SEC schedule or form which is filed in connection with the Offer and related transactions, are referred to collectively herein collectively as the "Offer Documents"). --------------- Each of Buyer and Merger Subsidiary, on the Company one hand, and TNF --------------- shall the Company, on the other hand, agree promptly to correct promptly any information provided by it for use in the Schedule TO and the Offer Documents which if and to the extent that such documents shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule TO or the Offer Documents to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and each of the Company and TNF shall agrees to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, TO as so correctedcorrected or supplemented, to be filed with the SEC and the other Offer Documents, as so correctedcorrected or supplemented, 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 any Offer Documents before they are filed with the SEC.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X VIII hereof and all none of the conditions events set forth in Annex --------- ----- A I hereto (the "Tender Offer Conditions") shall not have been satisfiedoccurred, as promptly as practicable but in no event later than the fifth business day from the date of this Agreement, the Company Purchaser shall, at and Parent shall cause the direction Purchaser to, commence (within the meaning of TNFRule 14d-2 under the Securities Exchange Act of 1934, - extend as amended (including the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms rules and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements theretoregulations promulgated thereunder, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "TransactionsExchange Act"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, ) an offer to purchase all outstanding Common Shares at the Offer Price and shall file all necessary documents with the Securities and Exchange Commission (the "Offer to PurchaseSEC") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to in connection with the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). The obligation of the Purchaser to accept for payment or pay for any Common Shares tendered pursuant thereto will be subject only to the satisfaction of the Tender Offer Conditions. (b) Without the prior written consent of the Company, the Purchaser shall not (i) impose conditions to the Offer in addition to the Tender Offer Conditions, (ii) modify or amend the Tender Offer Conditions or any other term of the Offer in a manner adverse to the holders of Common Shares, (iii) reduce the number of Common Shares subject to the Offer, (iv) reduce the Offer Price, (v) except as provided in the following sentence, extend the Offer, if all of the Tender Offer Conditions are satisfied or waived, or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, extend the Offer at any time, and from time to time, (i) if at the then-scheduled expiration date of the Offer any of the conditions to the Purchaser's obligation to accept for payment and pay for all Common Shares shall not have been satisfied or waived; (ii) for any period required by any rule, regulation, interpretation or position of the SEC or its staff applicable to the Offer; or (iii) if all Tender Offer Conditions are satisfied or waived but the number of Common Shares tendered is at least equal to 75%, but less than 90%, of the then-outstanding number of Common Shares, for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect, the Offer has been commenced and the Tender Offer Conditions have not been satisfied or waived, the Purchaser shall, and Parent shall cause the Purchaser to, cause the Offer not to expire, subject, however, to the Purchaser's and Parent's rights of termination under this Agreement. Parent and the Purchaser shall comply with the obligations respecting prompt payment pursuant to Rule 14e-1(c) under the Exchange Act. (c) Parent and the Purchaser represent that the Offer Documents will comply in all material respects with the provisions of applicable federal securities laws, and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements 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 supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and the Company Purchaser, on the one hand, and TNF --------------- shall the Company, on the other hand, agrees to promptly correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall have become false or misleading, misleading in any material respect and each of the Company and TNF shall Purchaser further agrees to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders stockholders of Sharesthe Company, in each case case, as and to the extent required by applicable federal securities laws.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof Section 8.1 and all none of the events set forth in Annex I hereto shall have occurred and be continuing, as promptly as practicable, and, in any event, within seven business days of the date hereof, the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer to purchase for cash all Shares at the Offer Price. 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 to (i) 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 (the “Minimum Condition”) and (ii) the other conditions set forth in Annex --------- ----- A shall not have been satisfied, I hereto. Subject to the Company shall, at the direction of TNF, - extend the expiration date prior satisfaction of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms Minimum Condition and subject to the prior satisfaction or waiver by Parent or the Purchaser of the other conditions of the Offer set forth hereinin Annex I hereto (it being understood that the Minimum Condition cannot be waived or modified without the consent of the Company), concurrently the Purchaser shall, in accordance with the terms of the Offer, consummate the Offer and accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer, which shall initially be the 20th business day following the commencement of the Offer, provided, however, that (w) if on the Company initial expiration date of the Offer or on any subsequent scheduled expiration date of the Offer (as extended in accordance with this Agreement), all conditions to the Offer shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements theretonot have been satisfied or waived, the "Schedule 13E-4") with respect Purchaser may, from time to -------------- time, in its sole discretion, extend the Offer for such period as the Purchaser may determine until such conditions are waived or satisfied; provided, however, that, if, as of any scheduled expiration date of the Offer, (A) any of the events set forth in clauses (a), (b) or (c) of Annex I shall have occurred and be continuing (and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") condition in Annex I with respect to the applicable clause shall not have been waived by the Purchaser) then, subject to the right of Parent and the Purchaser to terminate this agreement in accordance with its terms, the Purchaser shall be required to extend the Offer unless such conditions could not reasonably be expected to be waived or satisfied by the Outside Date or (B) any of the events set forth in clause (f) of Annex I (but only with respect to unintentional failures of such representations and warranties to be true and correct) or clause (g) of Annex I (but only with respect to non-willful breaches of, or failures to comply with, covenants and agreements) shall have occurred and be continuing (and the condition in Annex I with respect to the applicable clause shall not have been waived by the Purchaser), then, subject to the right of Parent and the Purchaser to terminate this agreement in accordance with its terms, the Purchaser shall be required to extend the offer to a date that is not less than 30 days after Purchaser notified the Company of such event, (x) the Purchaser may, in its sole discretion, extend the Offer for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer, (y) if on the Stock -------------- Purchasethen scheduled expiration date of the Offer there shall have been validly tendered and not withdrawn at least 80% but less than 90% of the Shares outstanding on a fully diluted basis, the Asset DropdownPurchaser may, in its sole discretion, extend the Offer for an additional period of not more than 10 business days, and (z) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. In addition, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to Purchaser may increase the Offer (the Schedule 13E-4, the Schedule 13E-3, Price and extend 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities lawslaw in connection with such increase, in each case in its sole discretion and without the Company’s consent; provided, however, that neither Parent nor Purchaser shall otherwise modify the Offer in any manner adverse to the holders of Shares without the Company’s consent, except as specifically permitted in this Agreement.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X VIII hereof and all none of the conditions events set forth in Annex --------- ----- Exhibit A hereto (the "Tender Offer Conditions") shall not have been satisfiedoccurred, (i) as promptly as practicable but in no event later than the Company shall, at fifth business day from the direction of TNF, - extend the expiration date of this Agreement, Parent shall (A) cause the Offer from time Purchaser to time until a date not later than July 31commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, 1999. 2.1.3. Upon as amended (including the terms rules and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements theretoregulations promulgated thereunder, the "Schedule 13E-4Exchange Act")) with respect the Offer and, (B) after affording the Company a reasonable opportunity to -------------- the Offerreview and comment thereon, and the Company, Xxxxx Xxxxxxx and TNF shall file all necessary documents with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments Securities and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase Exchange Commission (the "Offer to PurchaseSEC") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to in connection with the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents")) and (ii) Parent shall use reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. Each The obligation of the Company Purchaser to accept for payment and TNF --------------- pay for any Shares tendered pursuant thereto will be subject only to the satisfaction or waiver of the Tender Offer Conditions. (b) Without the prior written consent of the Company, the Purchaser shall correct promptly any information provided by it for use not (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought to be purchased in the Offer, (iii) subject to Parent's and Purchaser's right to waive same (subject to clause (iv) below), amend the Tender Offer Documents which shall have become false Conditions or misleadingimpose additional conditions to the Offer, and each (iv) waive the Minimum Condition (as defined in Exhibit A hereto) or (v) amend any other term of the Company and TNF shall take all actions necessary Offer in any manner adverse to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of Common Shares, . The Offer shall remain open until the later of (x) the date that is 20 business days (as such term is defined in each case as and to the extent required by applicable securities laws.Rule 14d-l(c)

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.18.01, and Purchaser shall commence (iiwithin the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) none the Offer as promptly as practicable after the date hereof, but in no event later than seven business days after the public announcement of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer")this Agreement. The Company shall not be ----- required obligation of Purchaser to accept for payment payment, and to pay for for, Shares tendered pursuant to the OfferOffer shall be subject only to the condition (the "Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent, in accordance with the terms hereof and the terms Purchaser or any subsidiary of Parent, if any, shall constitute two-thirds of the Offer, unless (i) at least seventy-five percent (75%) of the then outstanding Shares (on a fully diluted basis (on a "fully diluted basis" meaning the number of Shares outstanding, together with the Shares which the Company may be required to issue pursuant to options or obligations outstanding at that date and which do not terminate upon consummation of the Offer under any employee stock or similar benefit plans or otherwise, whether or not vested or then exercisable) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (and to the "Minimum Condition"), ----------------- and (ii) satisfaction or waiver by Purchaser of the other conditions set forth in Annex A hereto. 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, Purchaser may not (i) waive the Minimum Condition (except under circumstances whereby the "Option" (as defined in the Shareholders Agreement) is or, upon the expiration of the Offer, will be, exercisable in accordance with its terms, provided that such Option is exercised by Parent or Purchaser as soon as practicable after it becomes so exercisable and, upon any such exercise, the Minimum Condition will be satisfied), (ii) decrease the price per Share payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer in addition to those set forth in Annex A hereto, (v) except as provided below, extend the Offer, (vi) change the form of consideration payable in the Offer, or (vii) make any other change in the terms or conditions of the Offer that is otherwise adverse to the Company or the holders of Shares. Notwithstanding the foregoing, Purchaser may, without the consent of the Company, (i) extend the Offer for up to 30 business days beyond the scheduled expiration date, which shall be 20 business days following the commencement of the Offer, if, at the scheduled expiration date of the Offer, any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or, to the extent permitted by this Agreement, waived, (ii) 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 (iii) extend the Offer for an aggregate period of not more than five business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Purchaser's obligations to accept for payment, and to pay for, the Shares are satisfied or waived, but the number of Shares validly tendered and not withdrawn pursuant to the Offer equals 75% or more, but less than 90%, of the outstanding Shares on a fully diluted basis, so long as the Purchaser irrevocably waives the satisfaction of any of the conditions to the Offer set forth on Annex A hereto (other than the Minimum Condition and the condition set forth in paragraph (a) of Annex A hereto) that subsequently may not be satisfied during any such extension of the Offer. If, on the initial scheduled expiration date of the Offer, (x) the sole condition remaining unsatisfied is the failure of the waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to have expired or been terminated, then Purchaser shall extend the Offer from time to time until five business days after the expiration or termination of the applicable waiting period under the HSR Act and (y) if the condition set forth in paragraph (c) or (d) of Annex A shall not have been ------- satisfied, the Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting 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 to extend the Offer beyond 30 business days after such initial scheduled expiration date). The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, shall be net to the seller in cash, upon the terms and subject to the conditions of the OfferOffer and Section 2.08(e). Subject to the terms and conditions of the Offer (includingOffer, without limitationPurchaser shall, the Minimum Condition)and Parent shall cause Purchaser to, pay, as promptly as practicable following the after expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has for all Shares validly tendered (and not withdrawn) . The Company shall not tender Shares held by it or by any of its Subsidiaries pursuant to the Offer, in exchange for each Share so tendered and not withdrawnexcept pursuant to Section 2.07(b). 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) On the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Purchaser shall file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement transmittal and any all other ancillary offer documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3TO, 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 Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of Shares as soon as practicable following the commencement of the Company Offer. The Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws. Parent and TNF --------------- Purchaser, on the one hand, and the Company, on the other hand, shall correct promptly any information provided by it for use in the Offer Documents which that shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF Purchaser shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3TO, as so corrected, to be filed with the SEC 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 Offer Documents (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. In addition, Parent and Purchaser shall provide the Company and its counsel in writing with any comments that Parent, 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 with copies of any written responses and telephonic notification of any verbal responses by Parent, Purchaser or their counsel.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have --------- been terminated in accordance with Section 10.1, 8.1 and (ii) none of the events set ------------ forth in Annex A I hereto shall have occurred or and be existingcontinuing, upon as promptly as practicable, and, in any event, within seven (7) days of the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties heretodate hereof, the Company Purchaser shall commence a cash tender offer (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer to acquire all purchase at ------------ the Offer Price. The obligations of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required Purchaser to accept for payment and to pay for any Shares validly tendered pursuant on or prior to the Offer, in accordance with the terms hereof and the terms expiration of the Offer, unless Offer and not withdrawn shall be subject only to (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been there being validly tendered and ----------- not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares then beneficially owned by Parent or the Purchaser (without giving effect to shares issuable pursuant to the Stock Option Agreement), represents at least a majority of the Shares outstanding on a fully- diluted basis (the "Minimum Condition"), ----------------- ) and (ii) the other conditions set forth ----------------- in Annex A hereto I hereto. Subject to the prior satisfaction or waiver by Parent or the Purchaser of the Minimum Condition and the other conditions of the Offer set forth in Annex I hereto, the Purchaser shall have been ------- satisfied. The Per Share Amount payable by consummate the Company Offer in respect of each Share accordance with its terms and accept for payment and pay for all Shares tendered pursuant to the Offer shall, subject as soon as Purchaser is legally permitted to do so under applicable withholding law. The obligations of taxes, be net the Purchaser to commence the Offer and accept for payment and pay for any Shares validly tendered on or prior to the seller expiration of the Offer and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in cash, upon Annex I hereto. 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 subject the other conditions set forth in Annex I hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not 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 date that is twenty (20) business days after commencement of the Offer (the "Initial Expiration Date"), except as set forth below, or amend any other ----------------------- condition of the Offer in any manner adverse to the holders of the Shares 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). So long as this Agreement is in effect and the Minimum Condition or any other conditions to the Offer set forth in Annex I have not been satisfied or waived, Purchaser may, without the consent of the Company, extend the expiration date of the Offer for one or more periods of up to ten additional business days each (but in no event shall Purchaser be permitted to extend the expiration date of the Offer beyond the sixtieth business day after the date of this Agreement). So long as this Agreement is in effect and the Minimum Condition and the other conditions to the Offer set forth in Annex I have been satisfied or waived and such conditions shall not apply to any extension pursuant to this sentence, Purchaser may, without the consent of the Company, extend the Offer in accordance with Rule 14d-11 under the Exchange Act Notwithstanding the foregoing, Purchaser may, without the consent of the Company, 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. Subject to the terms and conditions of the Offer (includingand this Agreement, without limitationPurchaser shall accept for payment and pay for, in accordance with the Minimum Condition)terms of the Offer, as all Shares validly tendered and not withdrawn pursuant to the Offer promptly as practicable following after the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered Offer (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth hereinprovisions of Rule 14d-11 under the Exchange Act, concurrently with to the commencement of the Offerextent applicable). In addition, the Company Purchaser may increase the Offer Price and extend the Offer to the extent required by law in connection with such increase, in each case in its sole discretion and without Company's consent. (b) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the SEC an Issuer United States Securities and Exchange Commission (the "SEC"), pursuant to Regulation M-A under the Exchange Act --- ("Regulation M-A"), a Tender Offer Statement on Schedule 13E-4 TO with respect to the --------------- Offer (together with all amendments, supplements and exhibits thereto, the "Schedule TO"). The Schedule TO shall include the summary term sheet required ----------- under Regulation M-A and, 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 "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 Parent and the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall Purchaser agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, Offer Documents 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. Parent and the Purchaser agree to take all steps necessary to (i) ensure that the Offer Documents will comply in all material respects with the provisions of the Exchange Act, the rules and regulations thereunder and other applicable federal securities laws and, (ii) that the Offer Documents shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser with respect to information furnished by the Company expressly for inclusion in the Offer Documents. Parent and the Purchaser, 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. The Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and disseminated to holders of Shares, 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 Schedule TO before it is filed with the SEC. In addition, Parent and the Purchaser agree to provide the Company and its counsel in writing with any comments, whether written or oral, that 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 Parent's or the Purchaser's, as the case may be, receipt of such comments, and any written or oral responses thereto.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof VIII and all none of the conditions set forth in Annex --------- ----- A I hereto (the "Tender Offer Conditions") shall not have been satisfied, exist after the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time hereof and ----------------------- prior to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, as promptly as practicable, but not later than 10 business days following the Company date hereof, Purchaser shall, and Parent shall file cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase all outstanding Shares at the Offer Price and shall take the actions set forth in Section 1.3 below and shall take all other actions as required by any order, writ, injunction, judgment, arbitration award, agency requirement, decree, law, statute, ordinance, rule or regulation (each a "Law"). The obligation of Purchaser to accept for payment or --- pay for any Shares tendered pursuant thereto will be subject only to the satisfaction or waiver of the Tender Offer Conditions. (b) Without the prior written consent of the Special Committee, Purchaser shall not (i) impose conditions to the Offer in addition to the Tender Offer Conditions, (ii) modify or amend the Tender Offer Conditions or any other term of the Offer in a manner adverse to the holders of Shares, (iii) reduce the number of Shares subject to the Offer, (iv) reduce the Offer Price, (v) except as provided in the following sentence, extend the Offer if all of the Tender Offer Conditions are satisfied or waived, or (vi) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, in accordance with applicable Law, and without the consent of the Special Committee, extend the Offer at any time, and from time to time, (i) if at the then-scheduled expiration date of the Offer, any of the Tender Offer Conditions shall not have been satisfied or waived; or (ii) for any period required by any rule, regulation, interpretation or position of the United States Securities and Exchange Commission (the "SEC") or its staff applicable to the Offer; for an aggregate period of not more than 20 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (i) or (ii) of this sentence (such aggregate period, the "Subsequent Offering Period"). -------------------------- So long as this Agreement is in effect, the Offer has been commenced, the Tender Offer Conditions have not been satisfied or waived Purchaser shall, and Parent shall cause Purchaser to, cause the Offer not to expire, subject, however, to Purchaser's and Parent's rights of termination under this Agreement. Parent and Purchaser shall comply with the obligations respecting prompt payment and announcement under the Exchange Act. (c) Parent and Purchaser represent that the Offer Documents (as defined in Section 1.3(a)) will comply in all material respects with the provisions of applicable federal securities Laws and, on the date filed with the SEC an Issuer Tender Offer Statement and on Schedule 13E-4 (together with all amendments and supplements theretothe date first published, sent or given to the "Schedule 13E-4") 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 Purchaser with respect to -------------- information supplied by the OfferCompany in writing specifically for inclusion in the Offer Documents. Each of Parent and Purchaser, on the one hand, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectivelyhand, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer agrees to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall have become false or misleading, misleading in any material respect and each of the Company and TNF shall Purchaser further agrees to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders stockholders of Sharesthe Company, in each case case, as and to the extent required by applicable federal securities lawsLaws. (d) Parent shall provide or cause to be provided to Purchaser on a timely basis funds sufficient to accept for payment, and pay for, any and all Shares that Purchaser becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, Article VII hereof and (ii) none of the events conditions set ------------ forth in Annex A hereto (the "Offer Conditions") shall have occurred or be existing, within seven (7) Business Days of the date hereof, Merger Sub will commence a tender offer (the "Offer") for all of the outstanding shares of common stock, par value $0.01 per share, of the Company (the "Company Common Stock") at a price per share of the Company Common Stock of U.S. $24.00 net to the seller in cash (such price, or any higher price paid in the Offer, the "Price Per Share") upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties in this Agreement, including Annex A hereto. (b) Provided that this Agreement shall not have been terminated in accordance with Article VII hereof, the Company shall commence a cash tender offer to acquire all obligation of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required Merger Sub to accept for payment payment, purchase and pay for Shares any Company Common Stock tendered pursuant to the Offer, in accordance with Offer shall be subject only to the terms hereof and the terms satisfaction or waiver of the Offer, unless (i) Offer Conditions including the condition that at least seventy-five percent (75%) that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding Shares (shares of Company Common Stock on a fully diluted basis) after giving effect basis on the date such shares are purchased pursuant to Section 2.4 the Offer shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"). Merger Sub will not, ----------------- and without the prior written consent of the Company (such consent to be authorized by the Company Board): (i) waive the Minimum Condition, (ii) decrease the amount or change the form of consideration payable in the Offer, (iii) decrease the number of shares of Company Common Stock sought in the Offer, (iv) impose additional conditions to the Offer, (v) change any Offer Condition or amend any other conditions set forth in Annex A hereto shall term of the Offer if any such change or amendment would be materially adverse to the holders of the Company Common Stock (other than Parent or Merger Sub) or (vi) except as provided below, extend the Offer if all of the Offer Conditions have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions hereof, the Offer shall remain open until midnight, New York City time, on the date that is twenty (20) Business Days after the Offer is commenced (within the meaning of Rule 14d-2 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")); provided, however, that without the consent of the Offer Company Board, Merger Sub may (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of w) extend the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, if at the direction of TNF, - extend the scheduled expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement any of the OfferOffer Conditions shall not have been satisfied or waived for one (1) or more periods (none of which shall exceed ten (10) Business Days) until such time as such conditions are satisfied or waived, (x) extend the Company shall file with Offer for such period as may be required by any rule, regulation, interpretation or position of the SEC an Issuer Tender Offer Statement on Schedule 13E-4 Securities and Exchange Commission (together with all amendments and supplements thereto, the "Schedule 13E-4SEC") with respect to -------------- or the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect staff thereof applicable to the Offer, (y) extend the Offer for one (1) or more periods (each such period to be for not more than five (5) Business Days and such extensions to be for an aggregate period of not more than twenty (20) Business Days beyond the latest expiration date that would otherwise be permitted under clause (w) or (x) of this sentence) if on such expiration date the Offer Conditions shall have been satisfied or waived but there shall not have been tendered that number of shares of Company Common Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms which would equal more than 80% of the related letter outstanding shares of transmittal, any ----------------- related summary advertisement and any other documents related to Company Common Stock or (z) extend the Offer for any reason for one (the Schedule 13E-41) or more periods, the Schedule 13E-3, the Offer each period to Purchase be for not more than ten (10) Business Days and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Each of the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, as so corrected, extensions to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders for an aggregate period of Shares, in each case as and to the extent required by applicable securities laws.not more than

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement Purchaser shall not have been terminated in accordance with Section 10.1(and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (iithe “Exchange Act”)) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject Offer to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire purchase all of the issued Shares at the Offer Price as promptly as reasonably practicable, but in no event later than ten (10) Business Days after the initial public announcement of the execution of this Agreement by joint press release of Parent and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share Company pursuant to Section 5.4 (as defined in and not by way of a Current Report on Form 8-K that is not deemed to constitute commencement of a tender offer pursuant to Rule 14d-2(b) under the recitals hereto, the "Offer"Exchange Act). The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, Offer shall be subject only to (x) the satisfaction of the condition that at the expiration of the Offer there be validly tendered in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer and not withdrawn that number of Shares which, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, represents more than 90% of the Shares then outstanding (the "“Minimum Condition"”), ----------------- and (iiy) the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions to the extent legally permissible, to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which (i) decreases the price per Share payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, (v) waives the Minimum Condition so that the percentage of fully diluted Shares required to be tendered pursuant to clause (x) above is 50% or less, or (vi) modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse in any material respect to the holders of Shares; provided, however, that extensions of the expiration date of the Offer shall be at the sole and absolute discretion of the Purchaser and shall in no event be deemed to be adverse to the holders of Shares or require the prior written consent of the Company. (b) If, at the expiration date of the Offer, all of the conditions to the Offer have been ------- satisfied. The Per Share Amount payable satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the Company in respect number of each Share Shares validly tendered and not withdrawn pursuant to the Offer fails to satisfy the Minimum Condition, Purchaser may, in its sole and absolute discretion, but shall not be required to, provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) of at least five but no more than 20 Business Days after Purchaser’s acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Purchaser shall (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, 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 promptly after it is permitted to do so under applicable Law. On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to applicable any required withholding of taxesTaxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer. Subject to . (d) As promptly as practicable on the terms and conditions date of commencement of the Offer (including, without limitation, the Minimum Conditionpursuant to Section 1.1.(a), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (Parent and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF Purchaser shall file with the SEC a Rule 13E-3 Transaction Tender Offer Statement on Schedule 13E-3 TO (together with all amendments amendments, supplements and supplements exhibits thereto, the "“Schedule 13E-3"TO”) with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement transmittal and any all other ancillary Offer documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentscollectively, together with all amendments, supplements and amendments exhibits thereto, being referred to herein collectively as the "“Offer Documents"”). Each Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Company Shares as and TNF --------------- to the extent required by applicable federal securities laws. Parent and Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall be or shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF Purchaser shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of the Shares, in each case 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 before they are filed with the SEC and disseminated to holders of Shares. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or 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, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (i) Provided that this Merger Agreement shall not have been terminated in accordance with Section 10.1, 8.01 and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following (but in no event later than five business days from the execution and delivery hereof by public announcement of the parties hereto, terms of this Merger Agreement) the Company Offerors shall commence a cash tender offer to acquire all the Offer. The initial expiration date of the issued Offer shall be the twentieth business day from and outstanding Shares, including after the associated preferred share purchase rights, for $17.00 per Share date the Offer is commenced (as defined in the recitals hereto, the "OfferInitial Expiration Date"). . (ii) The Company shall not be ----- required obligation of the Offerors to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with Offer shall be subject only to the terms hereof and the terms satisfaction of the Offer, unless following conditions: (iA) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been that there be validly tendered and ----------- not withdrawn prior to the expiration of the Offer that number of Shares which, when taken together with all Shares owned by the Offerors, represents at least ninety percent of the then outstanding Shares on a fully-diluted basis (the "Minimum Condition"), ----------------- and (iiB) the other conditions set forth in Annex A hereto (collectively, the "Additional Offer Conditions," and together with the Minimum Condition, the "Offer Conditions"), any of which Additional Offer Conditions may be waived by the Offerors in their sole discretion. (iii) The Offerors expressly reserve the right to amend or make changes to the terms and conditions of the Offer; provided, however, that, without the prior written consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall have been ------- satisfiednot (v) decrease the Offer Price or change the form of consideration to be paid in the Offer, (w) waive or modify the Minimum Condition, (x) decrease the number of Shares sought in the Offer, (y) impose any additional conditions to the Offer from the Offer Conditions, or (z) otherwise amend the Offer in a manner that would adversely affect the holders of Shares. The Per Share Amount payable Company agrees that no Shares owned by the Company for its account will be tendered pursuant to the Offer. Notwithstanding anything in respect this Merger Agreement to the contrary, without the consent of each Share the Company, the Offerors shall have the right to extend the Offer beyond the Initial Expiration Date in the following events: (1) from time to time if, at the Initial Expiration Date (or extended expiration date of the Offer, if applicable), any of the conditions to the Offer have not been satisfied or waived; (2) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable Law (as hereinafter defined); or (3) pursuant to an amendment to the Offer providing for a "subsequent offering period" to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange; provided, that notwithstanding anything to the contrary, if any of the conditions to the Offer are not satisfied or, if applicable, waived on any scheduled expiration date of the Offer, the Offerors shall be required to extend the Offer for a period of 10 business days and, if at the end of such 10 business day period all of the conditions to the Offer are still not satisfied or, if applicable, waived, an additional period of 10 business days; provided further, that, without the consent of the Company (expressed in a resolution adopted by both the Special Committee and the Board), the Offerors shall not extend the Offer beyond the date that is 50 business days from the date on which the Offer was commenced. (iv) Following the satisfaction or waiver of the Offer Conditions, Purchaser shall accept for payment, in accordance with the terms of the Offer, all Shares validly tendered pursuant to the Offer and not withdrawn as soon as it is permitted to do so pursuant to applicable Law. On or prior to the dates that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes obligated to accept for payment and pay for Shares pursuant to the Offer and Merger, Xx. Xxxxxxx shall provide, or cause to be provided, to Purchaser (or, in the case of the Merger, the Surviving Corporation) the funds necessary to pay for all Shares that Purchaser (or, in the case of the Merger, the Surviving Corporation) becomes so obligated to accept for payment and pay for pursuant to the Offer and Merger, as the case may be. The Offer Price shall, subject to applicable any required withholding of taxesTaxes (as defined below), be net to the seller stockholder in cashcash without interest and less any required withholding taxes, 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), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company (b) The Offerors shall file with the SEC an Issuer Tender on the date that the Offer is commenced a Offer Statement on Schedule 13E-4 TO (together with all any supplements or amendments and supplements thereto, the "Schedule 13E-4TO") with respect to -------------- the Offerwhich will contain, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements theretoamong other things, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms purchase, form of the related letter of transmittal, any ----------------- related transmittal and summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with all any supplements and or amendments thereto, being referred to herein collectively as the "Offer Documents"). Each , and a Rule 13e-3 Transaction Statement on Schedule 13E-3 with respect to the Offer which shall be filed as a part of the Company Schedule TO (the "Offeror Schedule 13E-3"). The Offer Documents and TNF --------------- Offeror Schedule 13E-3 shall correct promptly comply in all material respects with the provisions of appli- cable federal securities laws and, on the date filed with the SEC and, if applicable, 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 Offerors with respect to information provided supplied by it the Special Committee in writing for use inclusion in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall Documents. The Offerors further agree to take all actions steps necessary to cause the Offer Documents and Offeror Schedule 13E-4 and the Schedule 13E-3, as so corrected, 13E-3 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 Offerors agree promptly to correct any information provided by them or it for use in the Offer Documents or Offeror Schedule 13E-3 if and to the extent that it shall have become false and misleading in any material respect and the Offerors further agree to take all steps necessary to cause the Offer Documents or Offeror Schedule 13E-3 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 Special Committee and its counsel shall be given the opportunity to review the Schedule TO and Offeror Schedule 13E-3 before it is filed with the SEC. In addition, the Offerors agree to provide the Special Committee and its counsel with any comments or other communications that they or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offeror Schedule 13E-3 promptly after the receipt of such comments or other communications. (c) The Offerors agree to provide the Special Committee and its counsel with any comments or other communications that either of them or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly or Offeror Schedule 13E-3 after the receipt of such comments or other communications.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement Purchaser shall not have been terminated in accordance with Section 10.1(and Parent shall cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (iithe "Exchange Act")) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject Offer to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire purchase all of the issued and outstanding SharesShares at the Offer Price as promptly as reasonably practicable, including but in no event later than five business days after the associated preferred share purchase rights, for $17.00 per Share (as defined in public announcement of the recitals hereto, the "Offer")execution of this Agreement. The Company shall not be ----- required obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, Offer shall be subject only to (x) the satisfaction of the condition that at the expiration of the Offer there be validly tendered in accordance with the terms hereof and the terms of the OfferOffer and not withdrawn that number of Shares which, unless when taken together with Shares (iif any) at least seventy-five percent (75%) then owned by Parent or any of its subsidiaries, represents more than 50% of the Shares then outstanding Shares determined on a fully-diluted basis (on a fully "fully-diluted basis" meaning the number of Shares then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, convertible securities or similar obligations then outstanding) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (iiy) the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions to the extent legally permissible (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company which (i) decreases the price per Share payable in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the maximum number of Shares sought to be purchased in the Offer, (iv) imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, (v) waives the Minimum Condition, (vi) modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or (vii) except as provided below, extends the expiration date of the Offer. (b) Notwithstanding the foregoing, Purchaser shall, and Parent shall cause Purchaser to, (i) extend the Offer beyond the initial scheduled expiration date, which shall be 20 business days following the date of commencement of the Offer, or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Purchaser's obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, subject, however, to the parties' respective rights to terminate this Agreement pursuant to Section 7.1, and (ii) 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. Any extension of the Offer pursuant to clause (i) of the preceding sentence of this Section 1.1(b) shall, subject to Section 7.1, not exceed the lesser of five business days (or such longer period as the Company and Purchaser may agree in writing in any particular instance) or such fewer number of days that Purchaser reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied. In addition, if, at the expiration date of the Offer, all of the conditions to the Offer have been ------- satisfied. The Per Share Amount payable satisfied (or, to the extent permitted by this Agreement, waived by Purchaser) but the Company number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares, if any, then owned by Parent and its subsidiaries, constitutes less than 90% of the Shares then outstanding, Purchaser shall (subject to applicable Law) provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) of at least five but no more than 20 business days after Purchaser's acceptance for payment of the Shares then tendered and not withdrawn pursuant to the Offer, in respect which event Purchaser shall (A) give the required notice of each Share such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares tendered and not withdrawn as of such expiration date. (c) Subject to the terms of this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of any expiration date of the Offer, 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 promptly after it is permitted to do so under applicable Law (but in no event later than the next business day after such expiration date of the Offer). On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to applicable any required withholding of taxesTaxes, be net to the seller in cash, 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), as d) As promptly as practicable following on the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall file with the SEC an Issuer Tender Offer Statement on Schedule 13E-4 (together with all amendments Parent and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF Purchaser shall file with the SEC a Rule 13E-3 Transaction Tender Offer Statement on Schedule 13E-3 TO (together with all amendments amendments, supplements and supplements exhibits thereto, the "Schedule 13E-3TO") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 TO shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement transmittal and any all other ancillary Offer documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentscollectively, together with all amendments, supplements and amendments exhibits thereto, being referred to herein collectively as the "Offer Documents"). Each Parent and Purchaser shall cause the Offer Documents to be disseminated to the holders of the Company Shares as and TNF --------------- to the extent required by applicable federal securities laws. Parent and Purchaser, on the one hand, and the Company, on the other hand, shall promptly correct promptly any information provided by it for use in the Offer Documents which if and to the extent that it shall be or shall have become false or misleadingmisleading in any material respect, and each of the Company Parent and TNF Purchaser shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected to be filed with the SEC and the other Offer Documents, as so corrected, to be disseminated to holders of the Shares, in each case 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 before they are filed with the SEC and disseminated to holders of Shares. In addition, Parent and Purchaser agree to provide the Company and its counsel with any comments, whether written or oral, that Parent or 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, to consult with the Company and its counsel prior to responding to any such comments and to provide the Company with copies of all such responses, whether written or oral.

The Offer. 2.1(a) 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 "Exchange Act"), the Offer within five business days (as such term is defined in Rule 14e-1 under the Exchange Act (a 6 "Business Day")) after the date of this Agreement. The Offer. --------- 2.1.1. Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire for all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not will be ----- required subject only to accept for payment and pay for a number of Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been being validly tendered and ----------- not withdrawn prior to the expiration of the Offer and not withdrawn which would result in Purchaser's ownership of such number of Shares as represents at least a majority of the outstanding Shares of the Company on a fully diluted basis assuming exercise of all outstanding Options (as defined in Section 2.6), if any, of the Company (the "Minimum Condition"), ----------------- ) and (ii) satisfaction or waiver of the other further conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by I, any of which conditions (including the Company Minimum Condition) may be waived in respect the sole discretion of each Share tendered pursuant to the Offer shall, subject to applicable withholding of taxes, be net to the seller in cash, upon Purchaser. (b) Upon the terms and subject to the conditions of the Offer. Subject , Purchaser shall purchase all Shares which are validly tendered on or prior to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the OfferOffer and not timely withdrawn. Purchaser may, at any time, transfer or assign to one or more corporations, which are direct or indirect subsidiaries of Parent, the Company shall deliver, right to purchase all or cause to be delivered, any portion of the Per Share Amount to each Person who has validly Shares tendered (and not withdrawn) Shares pursuant to the Offer, in exchange but any such transfer or assignment shall not relieve Purchaser of its obligations under the Offer or prejudice the rights of tendering stockholders to receive payment for each Share so Shares properly tendered and not withdrawnaccepted for payment. 2.1.2. Provided that this Agreement (c) The Offer shall not have been terminated in accordance with Article X hereof and all remain open (except upon the occurrence of the conditions set forth events specified in Annex --------- ----- A Section 8.1(a), 8.1(c)(i), and 8.1(d)) until January 21, 1998 (the "Expiration Date"), unless Purchaser shall not have been satisfied, extended the Company shall, at the direction period of TNF, - extend the expiration date of time for which the Offer from is open as may be required by this Agreement, or applicable law, in which event the term "Expiration Date" shall mean the latest time to time until a and date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of at which the Offer, as so extended by Purchaser, shall expire. On or prior to the Company date the Offer is commenced, Purchaser shall file with the SEC an Issuer Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-314D-1") with respect to the Offer, that shall comply in all material respects with the Stock -------------- Purchaseprovisions of such Schedule and all applicable Federal securities laws, the Asset Dropdown, the Merger and the other transactions contemplated hereby shall contain (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, including as an exhibit) or shall incorporate by reference, an offer to purchase reference the Offer (the "Offer to Purchase"or portions thereof) and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities laws.letter

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto nothing shall have occurred or be existingthat, upon had the terms and ------- subject Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth herein and in Annex I hereto, as soon promptly as practicable following and in any event within ten days after the execution and delivery date hereof by (or such later date as the parties heretomay mutually agree in writing), the Company Merger Subsidiary shall commence a cash tender offer to acquire all (within the meaning of Rule 14d-2 under the issued and outstanding Shares, including 1000 Xxx) the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required Merger Subsidiary’s obligation to accept for payment and pay for any Company Shares tendered pursuant in the Offer shall be subject to the Offer, condition that there shall be validly tendered in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn immediately prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of Company Shares that, together with the "Company Shares then directly or indirectly owned by Parent, represents at least a majority of all Company Shares then outstanding (the “Minimum Condition"), ----------------- ”) and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable I. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in respect writing, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of each Share tendered consideration to be paid pursuant to the Offer, decreases the Offer shall, subject to applicable withholding Price or the number of taxes, be net Company Shares sought in the Offer or imposes conditions to the seller Offer in cashaddition to those set forth in Annex I, or amends the conditions set forth in Annex I in any manner materially adverse to the holders of Company Shares, and (iii) the Offer may not be extended except as set forth in this Section 2.01(a). Subject to the terms and conditions of this Agreement, unless the Offer is extended in accordance with the terms of this Agreement, the Offer shall expire at 5:00 p.m., New York City time, on the date that is 21 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the 1000 Xxx) after the date that the Offer is commenced. Unless this Agreement or the Offer is terminated in accordance with its terms, Merger Subsidiary shall extend the Offer from time to time (1) if, at the scheduled or extended expiration date of the Offer, the Minimum Condition or any of the conditions to the Offer set forth in clause (I)(B) of the first paragraph of Annex I shall not have been satisfied or waived, from time to time, until the earliest to occur of (x) the satisfaction or waiver of such conditions and (y) the End Date, and (2) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by Applicable Law; provided that Merger Subsidiary shall not be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, and upon the terms and subject to the conditions of the Offer. Subject to the terms , Merger Subsidiary shall accept for payment and conditions of the Offer pay for (including, without limitation, the Minimum Condition), A) as promptly as practicable following practicable, all Company Shares validly tendered and not withdrawn pursuant to the Offer, promptly after the final expiration of the Offer, the and (B) all Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has Shares validly tendered (in any Subsequent Offering Period, promptly after such Company Shares are validly tendered. The Offer Price payable in respect of each Company Share validly tendered and not withdrawn) Shares withdrawn pursuant to the OfferOffer or validly tendered in any Subsequent Offering Period shall be paid net to the holder thereof in cash, in exchange subject to reduction for each Share so tendered and not withdrawnany applicable withholding Taxes. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As soon as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Parent and Merger Subsidiary shall (i) file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "“Schedule 13E-4"TO”) with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF that shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements include as exhibits or incorporated by reference thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentsforms of letter of transmittal and summary advertisement, if any, in respect of the Offer (collectively, together with all any amendments or supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”), and (ii) cause the Offer Documents to be disseminated to holders of Company Shares. The Company shall promptly furnish to Parent and Merger Subsidiary in writing all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent or Merger Subsidiary for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Merger Subsidiary and the Company and TNF --------------- shall agrees promptly to correct promptly any information provided by it for use in the Schedule TO and the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect. Parent and each of the Company and TNF shall Merger Subsidiary agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, TO as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Company Shares, in each case as and to the extent required by applicable U.S. federal securities laws. 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 document is filed with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications, and (B) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto nothing shall have occurred or be existing, upon that would give rise to a right to terminate the terms and ------- subject Offer pursuant to any of the conditions set forth herein and in Annex I, as soon promptly as practicable after the date hereof, but in no event later than five Business Days following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all public announcement of the issued execution of this Agreement, Merger Subsidiary shall amend the Offer to (i) increase the purchase price to $89.50 per Share, net to the seller in cash, (ii) provide that the conditions to the Offer shall be as set forth in Annex I and outstanding Sharesno others, including (iii) provide that the associated preferred share purchase rightsexpiration date shall be February 7, for $17.00 per Share 2008 and (iv) make such other amendments as defined in are necessary or appropriate to conform to the recitals hereto, the "Offer")requirements of this Agreement. The Company Offer shall not be ----- required to accept for payment and pay for Shares tendered pursuant subject to the Offer, condition that there shall be validly tendered in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn Offer prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and its Affiliates, represents at least a majority of the total number of Shares outstanding on a fully-diluted basis (the "“Minimum Condition"), ----------------- ”) and (ii) to the other conditions set forth in Annex A hereto shall have been ------- satisfiedI and to no other conditions. The Per Share Amount payable Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any other changes in the terms of or conditions to the Offer; provided that without the prior consent of the Company (which consent may be granted or withheld by the Company in respect its sole discretion) (A) the Minimum Condition may not be waived, (B) no change may be made that changes the form of each consideration to be paid, decreases the price per Share tendered pursuant or the number of Shares sought in the Offer, amends or adds to the conditions to the Offer set forth in Annex I or amends any other term of the Offer in any manner adverse to the stockholders of the Company and (C) the expiration date shall not be extended except as otherwise provided herein. Notwithstanding the foregoing, (x) Merger Subsidiary shall extend the Offer if at the scheduled or extended expiration date of the Offer any of the conditions to the Offer shall not be satisfied or waived, from time to time until such conditions are satisfied or waived; and (y) Merger Subsidiary shall extend the Offer for any period required by any rule, regulation, interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the Nasdaq Global Select Market applicable to the Offer; provided that in no event shall Merger Subsidiary be required to extend the Offer beyond the End Date unless Parent or Merger Subsidiary is not then permitted to terminate this Agreement pursuant to Section 10.01(b)(i), in which case Merger Subsidiary shall be required to extend the Offer beyond the End Date. Following expiration of the Offer, Merger Subsidiary shall, subject to applicable withholding if requested by the Company, or may, in its sole discretion, provide a subsequent offering period (“Subsequent Offering Period”) in accordance with 2 Table of taxes, be net Contents Rule 14d-11 of the 1934 Act. Subject to the seller in cashforegoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer. Subject to the terms , Merger Subsidiary shall, and conditions of the Offer (includingParent shall cause it to, without limitation, the Minimum Condition)accept for payment and pay for, as promptly as practicable following after the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has all Shares (1) validly tendered (and not withdrawn) Shares withdrawn pursuant to the OfferOffer and (2) validly tendered in the Subsequent Offering Period (the date on which Shares are first accepted for payment, in exchange for each Share so tendered and not withdrawnthe “Acceptance Date”). 2.1.2. Provided that this Agreement shall not have been terminated (b) As promptly as practicable after the date hereof, but in accordance with Article X hereof and all no event later than five Business Days following the public announcement of the conditions set forth in Annex --------- ----- A shall not have been satisfiedexecution of this Agreement, the Company Merger Subsidiary shall, at the direction of TNFand shall cause its Affiliates to, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company shall (i) file with the SEC an Issuer Tender Offer Statement on amendment to the Schedule 13E-4 TO, which shall include a revised offer to purchase and form of letter of transmittal and summary advertisement reflecting the terms and conditions set forth in this Agreement (collectively, together with all any amendments and or supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer“Offer Documents”), and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3"ii) with respect to the Offerextent required by applicable U.S. federal securities laws, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to cause the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer Documents to Purchase and such other documents, together with all supplements and amendments thereto, being referred be disseminated to herein collectively as the "Offer Documents")holders of Shares. Each of Parent, Merger Subsidiary and the Company and TNF --------------- shall agrees promptly to correct promptly any information provided by it or any of its Affiliates for use in the Schedule TO and the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect. Merger Subsidiary shall, and each of the Company and TNF shall take all actions necessary cause its Affiliates to, use their respective reasonable best efforts to cause the Schedule 13E-4 and the Schedule 13E-3, TO as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable U.S. federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment (A) on the Schedule TO and the Offer Documents each time before any such document is filed with the SEC and (B) on any correspondence with the SEC (including comment response letters) concerning the Offer or the Offer Documents, and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with any written or oral comments Parent, Merger Subsidiary or their respective Affiliates or counsel may receive from the SEC with respect to the Offer Documents promptly, but in no event later than twelve hours, after the receipt of such comments.

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties heretoherein, the Company Merger Sub shall commence a cash tender offer to acquire all the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of the issued and outstanding Shares, including Merger Sub's intention to commence the associated preferred share purchase rights, for $17.00 per Share Offer (treating the business day on which such public announcement occurs as defined in the recitals hereto, the "Offer"first business day). The Company shall not be ----- required obligation of the Merger Sub to accept for payment and pay for Shares shares of Common Stock (the "Shares") tendered pursuant to the OfferOffer shall be subject to the condition (the "Minimum Condition") that at least the number of Shares that, in accordance with when added to the terms hereof Shares already owned by Ferrotec and the terms Merger Sub, shall constitute a majority of the Offer, unless (i) at least seventy-five percent (75%) of the then outstanding Shares (on a fully diluted basisbasis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any outstanding options, warrants or rights) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer, which shall be 20 business days after the date the Offer is commenced, unless so extended as provided for hereinafter (the "Minimum ConditionExpiration Date"), ----------------- and (ii) also shall be subject to the satisfaction of the other conditions set forth in Annex A, attached hereto and incorporated herein by reference. The Merger Sub 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 without the prior written consent of the Company no change may be made which decreases the price per Share payable in the Offer, which reduces the minimum number of Shares to be purchased in the Offer, or which amends or imposes conditions to the Offer in addition to those set forth in Annex A hereto shall have been ------- satisfiedhereto. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), the Merger Sub shall pay, as promptly soon as practicable following the after it is legally permitted to do so under applicable law after expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has for all Shares validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided Notwithstanding the foregoing, if on the initial Expiration Date (which shall be 20 business days after the date the Offer is commenced) all conditions of the Offer shall have been satisfied or waived other than the Minimum Condition, Merger Sub shall extend the Expiration Date to the date that this Agreement is ten (10) business days immediately following such initial Expiration Date. In addition, and notwithstanding the foregoing but subject to Section 8.1 hereof, if on such initial Expiration Date or any other Expiration Date, the applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of 1976 (xxx "XXX Xxx") xx respect to the Offer shall not have expired or been terminated in accordance with Article X hereof and all of other conditions to the conditions set forth in Annex --------- ----- A Offer shall not have been satisfiedsatisfied or waived, the Company shall, at the direction of TNF, - Merger Sub shall be required to extend the expiration Expiration Date until such waiting period shall have expired or been terminated. (b) As soon as reasonably practicable on the date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Ferrotec and Merger Sub shall file with the SEC an Issuer Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-314D-1") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 14D-1 shall contain, contain or shall incorporate by reference, reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, transmittal and any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-414D-1, the Schedule 13E-3, 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 the Company and TNF --------------- shall correct promptly any information provided by it for use in the Offer Documents which shall have become false or misleading, and each of the Company and TNF shall take all actions necessary to cause the Schedule 13E-4 and the Schedule 13E-3, 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 securities laws.the

The Offer. 2.1. The Offer. --------- 2.1.1. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto nothing shall have occurred or be existingthat, upon had the terms and ------- subject Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth herein and in Annex I, as soon promptly as practicable following after the execution and delivery hereof by the parties heretodate hereof, the Company Merger Subsidiary shall commence a cash tender offer to acquire all (within the meaning of Rule 14d-2 under the issued and outstanding Shares, including 1000 Xxx) the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company Offer shall not be ----- required to accept for payment and pay for Shares tendered pursuant subject to the Offer, condition that there shall be validly tendered in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of Company Shares that, together with the "Company Shares then directly or indirectly owned by Parent or Merger Subsidiary, represents at least a majority of all Company Shares then outstanding (the “Minimum Condition"), ----------------- ”) and (ii) to the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable I. Merger Subsidiary expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided that unless otherwise provided by this Agreement or previously approved by the Company in respect writing, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of each Share tendered consideration to be paid pursuant to the Offer, decreases the Offer shall, subject to applicable withholding Price or the number of taxes, be net Company Shares sought in the Offer or imposes conditions to the seller Offer in cashaddition to those set forth in Annex I, and (iii) the Offer may not be extended except as set forth in this Section 2.01(a). Subject to the terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the 1000 Xxx) after the date that the Offer is commenced. Merger Subsidiary shall extend the Offer (i) if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, from time to time, until the earliest to occur of (x) the satisfaction or waiver of such conditions, (y) the reasonable determination by Parent that any such condition to the Offer is not capable of being satisfied on or prior to the End Date, provided that the inability to satisfy such condition does not result from any breach of any provision of this Agreement by Parent or Merger Subsidiary, and (z) the End Date, and (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by Applicable Law. Following expiration of the Offer, Merger Subsidiary may, in its sole discretion, provide one or more subsequent offering periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer. Subject to the terms , Merger Subsidiary shall accept for payment and conditions of the Offer (including, without limitation, the Minimum Condition)pay for, as promptly as practicable following after the final expiration of the Offer, the all Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has Shares (A) validly tendered (and not withdrawn) Shares withdrawn pursuant to the Offer, Offer and/or (B) validly tendered in exchange for any Subsequent Offering Period. The Offer Price payable in respect of each Company Share so validly tendered and not withdrawnwithdrawn pursuant to the Offer or validly tendered in any Subsequent Offering Period shall be paid net to the holder thereof in cash, subject to reduction for any applicable withholding Taxes. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) As soon as practicable on the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Parent and Merger Subsidiary shall (i) file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "“Schedule 13E-4"TO”) with respect to -------------- that shall include the Offersummary term sheet required thereby and, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements as exhibits or incorporated by reference thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer to Purchase and such other documentsforms of letter of transmittal and summary advertisement, if any, in respect of the Offer (collectively, together with all any amendments or supplements and amendments thereto, being referred to herein collectively as the "“Offer Documents"”), and (ii) cause the Offer Documents to be disseminated to holders of Company Shares. The Company shall promptly furnish to Parent and Merger Subsidiary in writing all information concerning the Company that may be required by applicable securities laws or reasonably requested by Parent and Merger Subsidiary for inclusion in the Schedule TO or the Offer Documents. Each of Parent, Merger Subsidiary and the Company and TNF --------------- shall agrees promptly to correct promptly any information provided by it for use in the Schedule TO and the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect. Parent and each of the Company and TNF shall Merger Subsidiary agree to take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, TO as so corrected, corrected to be filed with the SEC and the other Offer Documents, Documents as so corrected, corrected to be disseminated to holders of Company Shares, in each case as and to the extent required by applicable U.S. federal securities laws. 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 document is filed with the SEC, and Parent and Merger Subsidiary shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Subsidiary shall provide the Company and its counsel with (A) any comments or other communications, whether written or oral, that Parent, Merger Subsidiary or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications, and (B) a reasonable opportunity to participate in the response of Parent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), including by participating with Parent and Merger Subsidiary or their counsel in any discussions or meetings with the SEC. (c) Parent and Merger Subsidiary shall timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and shall disseminate to the holders of Company Shares via the Offer Documents the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement As promptly as practicable (but in no event later than five business days following the public announcement of the execution hereof), Purchaser shall not have been terminated commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT")), an offer to purchase all of the Company's outstanding shares of common stock, par value $0.01 per share (the "SHARES"), at a price of $6.50 per Share, net to the seller in cash (as such offer may be amended in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- of this Agreement, the "OFFER"), subject to the conditions set forth herein and as soon as practicable following in Annex A hereto. Purchaser will not, without the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all prior written consent of the issued and outstanding SharesCompany, including (i) decrease or change the associated preferred share purchase rights, for $17.00 per Share (as defined form of the consideration payable in the recitals heretoOffer, (ii) decrease the "number of Shares sought pursuant to the Offer"). The Company shall , (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Parent in its sole discretion may waive any of the conditions to the Offer other than the condition set forth in clause (1) of ANNEX A, which may not be ----- required waived without the Company's prior written consent, or (v) make any other change in the terms or conditions of the Offer that is adverse to the holders of Shares. Purchaser will, on the terms and subject to the prior satisfaction or waiver of the conditions to the Offer, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; PROVIDED that, Purchaser may extend the Offer up to the tenth business day after the later of (i) the initial expiration date of the Offer and (ii) the date on which all such conditions shall first have been satisfied or waived. The Company agrees that no Shares held by the Company will be tendered to Parent pursuant to the Offer; PROVIDED, in accordance with that Shares held beneficially or of record by any plan, program or arrangement sponsored or maintained for the terms hereof and the terms benefit of employees of the OfferCompany shall not be deemed to be held by the Company, unless (i) at least seventy-five percent (75%) regardless of whether the outstanding Company has, directly or indirectly, the power to vote or control the disposition of such Shares. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn on or prior to the expiration of the Offer (and not withdrawn shall be subject only to the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawnhereto. 2.1.2. Provided that this Agreement shall not have been terminated in accordance with Article X hereof and all of (b) On the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of the Offer from time to time until a date not later than July 31, 1999. 2.1.3. Upon the terms and subject to the conditions set forth herein, concurrently with the commencement of the Offer, the Company Parent and Purchaser shall file or cause to be filed with the SEC an Issuer Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 13E-4 14D-1 (together with all amendments and supplements thereto, the "Schedule 13E-4") with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3SCHEDULE 14D-1") with respect to the Offer, which shall contain the Stock -------------- Purchase, offer to purchase and related letter of transmittal and other ancillary offer documents and instruments pursuant to which the Asset Dropdown, the Merger and the other transactions contemplated hereby Offer will be made (collectively, together with any supplements or amendments thereto, the "TransactionsOFFER DOCUMENTS"). The Schedule 13E-4 Parent and the Schedule ------------ 13E-3 shall contain, or shall incorporate by reference, an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal, any ----------------- related summary advertisement and any other documents related to Purchaser will disseminate the Offer (the Schedule 13E-4, the Schedule 13E-3, the Offer Documents to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents")holders of Shares. Each of Parent, Purchaser and the Company and TNF --------------- shall will promptly correct promptly any information provided by it for use in the Offer Documents which shall have become that becomes false or misleading, misleading in any material respect and each of the Company Parent and TNF shall Purchaser will take all actions steps necessary to cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, 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 securities lawslaw. The Company and its 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 comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and to further provide the Company with a reasonable opportunity to participate in all substantive communications with the SEC and its staff relating to the Offer Documents, the Offer or the transactions contemplated thereby.

The Offer. 2.1. The Offer. --------- 2.1.1. Provided that (ia) this Agreement shall not have been terminated in accordance with Section 10.1, and (ii) none of the events set ------------ forth in Annex A hereto shall have occurred or be existing, upon the terms and ------- subject to the conditions set forth herein and as soon as practicable following the execution and delivery hereof by the parties hereto, the Company shall commence a cash tender offer to acquire all of the issued and outstanding Shares, including the associated preferred share purchase rights, for $17.00 per Share (as defined in the recitals hereto, the "Offer"). The Company shall not be ----- required to accept for payment and pay for Shares tendered pursuant to the Offer, in accordance with the terms hereof and the terms of the Offer, unless (i) at least seventy-five percent (75%) of the outstanding Shares (on a fully diluted basis) after giving effect to Section 2.4 shall have been validly tendered and ----------- not withdrawn prior to the expiration of the Offer (the "Minimum Condition"), ----------------- and (ii) the other conditions set forth in Annex A hereto shall have been ------- satisfied. The Per Share Amount payable by the Company in respect of each Share tendered pursuant to the Offer 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. Subject to the terms and conditions of the Offer (including, without limitation, the Minimum Condition), as promptly as practicable following the expiration of the Offer, the Company shall deliver, or cause to be delivered, the Per Share Amount to each Person who has validly tendered (and not withdrawn) Shares pursuant to the Offer, in exchange for each Share so tendered and not withdrawn. 2.1.2. Provided that this Agreement shall has not have been terminated in accordance with Article X hereof and all of 8, as promptly as practicable after the conditions set forth in Annex --------- ----- A shall not have been satisfied, the Company shall, at the direction of TNF, - extend the expiration date of this Agreement, but in no event more than ten (10) Business Days after the Offer from time to time until a date not later than July 31of this Agreement, 1999Purchaser will (and Parent will cause Purchaser to) commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. 2.1.3. (b) Upon the terms and subject to the conditions set forth hereinin this Agreement, concurrently including the prior satisfaction of the Minimum Condition and the satisfaction or waiver by Purchaser of the other conditions set forth in Annex I (collectively, the “Offer Conditions”), Purchaser will (and Parent will cause Purchaser to), as promptly as practicable after the Expiration Date (as it may be extended in accordance with this Section 1.1), consummate the Offer in accordance with its terms and accept for payment and promptly thereafter pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer. (c) The Offer will be made by means of an offer to purchase (the “Offer to Purchase”) in accordance with the terms set forth in this Agreement, the Minimum Condition and the other Offer Conditions. Purchaser expressly reserves the right to (i) increase the Offer Price, (ii) waive any Offer Condition other than the Minimum Condition, and (iii) make any other changes in the terms and conditions of the Offer not inconsistent with the terms of this Agreement; provided, however, that unless otherwise provided by this Agreement, without the prior written consent of the Company (which the Company may withhold in its sole discretion), Purchaser will not (A) decrease the Offer Price, (B) change the form of consideration payable in the Offer, (C) decrease the maximum number of Shares subject to the Offer, (D) impose conditions to the Offer in addition to the Offer Conditions, (E) amend or modify any of the Offer Conditions in any manner that adversely affects holders of Shares, (F) amend or modify the Minimum Condition, or (G) extend or otherwise change the Expiration Date in a manner other than as required or permitted by this Agreement. Parent and Purchaser may waive the Minimum Condition only with the prior written consent of the Company, which may be granted or withheld in the Company’s sole discretion. The Offer may not be terminated or withdrawn prior to the Expiration Date, unless this Agreement is terminated in accordance with Article 8. (d) Unless extended pursuant to and in accordance with the terms of this Agreement, the Offer will expire at 11:59:59 (New York City time) on the date that is the later of (i) twenty (20) business days (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) after the date on which the Offer is first commenced (within the meaning of Rule 14d-2 under the Exchange Act) and (ii) ten (10) Business Days following the expiration of the Go-Shop Period (such later date, the “Initial Expiration Date”) or, in the event the Offer has been extended beyond the Initial Expiration Date pursuant to and in accordance with this Agreement, the date and time to which the Offer has been so extended (such Initial Expiration Date, or such later date and time to which the Offer has been extended pursuant to and in accordance with this Agreement, the “Expiration Date”). (e) Purchaser will, and Parent will cause Purchaser to, extend the Offer from time to time as follows: (i) if on the applicable Expiration Date, any of the Offer Conditions (including the Minimum Condition) have not been satisfied or, to the extent waivable by Parent or Purchaser pursuant to this Agreement, waived by Parent or Purchaser, then Purchaser will extend the Offer for successive periods of not more than ten (10) Business Days each (as determined by Purchaser), or such other period as may be agreed by Parent and the Company, to permit the satisfaction of such Offer Conditions; and (ii) Purchaser will extend the Offer for the minimum period required by applicable Legal Requirements, interpretation or position of the SEC or its staff or NASDAQ or its staff. Nothing in this Section 1.1(e) will (A) require Purchaser to, and without the Company’s prior written consent Purchaser will not be permitted to, extend the Offer beyond the End Date, or (B) be deemed to impair, limit or otherwise restrict in any manner the right of the parties to terminate this Agreement pursuant to the terms of Section 8.1. Neither Parent nor Purchaser will extend the Offer in any manner other than pursuant to and in accordance with the provisions of this Section 1.1(e) without the prior written consent of the Company. (f) The Offer Price will be adjusted appropriately and proportionately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Company Common Stock), reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Company Common Stock occurring on or after the date hereof and at or prior to the Offer Acceptance Time, and such adjustment to the Offer Price will provide to the holders of Company Common Stock the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this Section 1.1(f) will be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (g) Neither Parent nor Purchaser will terminate or withdraw the Offer prior to any applicable Expiration Date unless this Agreement is validly terminated in accordance with the terms hereof. If this Agreement is terminated pursuant to the terms hereof, then Purchaser will (and Parent will cause Purchaser to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer, will not acquire any Shares pursuant to the Offer, and will cause any depository acting on behalf of Purchaser to return, in accordance with applicable Legal Requirements, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of commencement of the OfferOffer (within the meaning of Rule 14d-2 under the Exchange Act), the Company shall Parent and Purchaser will (i) file with the SEC an Issuer a Tender Offer Statement on Schedule 13E-4 TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "“Schedule 13E-4"TO”) with respect to -------------- the Offer, and the Company, Xxxxx Xxxxxxx and TNF shall file with the SEC a Rule 13E-3 Transaction Statement on Schedule 13E-3 (together with all amendments and supplements thereto, the "Schedule 13E-3") with respect to the Offer, the Stock -------------- Purchase, the Asset Dropdown, the Merger and the other transactions contemplated hereby (collectively, the "Transactions"). The Schedule 13E-4 and the Schedule ------------ 13E-3 shall contain, that will contain or shall incorporate by reference, an offer to purchase reference (A) the "Offer to Purchase") Purchase and forms form of the related letter of transmittaltransmittal and summary advertisement, any ----------------- related summary advertisement if any, and any other ancillary Offer documents related and instruments pursuant to which the Offer will be made, and (B) a notice to the Offer Company’s stockholders informing such stockholders of their rights of appraisal in respect of such Shares in accordance with Section 262 of the DGCL, and (the Schedule 13E-4, the Schedule 13E-3, ii) cause the Offer to Purchase and such other documentsrelated documents to be disseminated to all holders of Shares. Parent and Purchaser agree that they will cause the Schedule TO and all exhibits, together with all amendments or supplements and amendments theretothereto (collectively, being referred to herein collectively as the "“Offer Documents")”) filed by either Parent or Purchaser with the SEC to comply in all material respects with the Exchange Act and the rules and regulations thereunder and other applicable Legal Requirements. Each of Parent, Purchaser and the Company and TNF --------------- shall will promptly correct promptly any information provided by it or any of its Representatives for use in the Offer Documents which shall if and to the extent that such information will have become false or misleading in any material respect, and to supplement the information contained in the Offer Documents to include any information that will become necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, and each of the Company and TNF shall take Parent further will use all actions necessary reasonable efforts to promptly cause the Schedule 13E-4 and the Schedule 13E-3, Offer Documents as so corrected, corrected or supplemented to be filed with the SEC and the other Offer Documents, as so corrected, to promptly be disseminated to holders of Shares, in each case as and to the extent required by applicable securities lawsLegal Requirements. The Company will promptly furnish or otherwise make available in writing to Parent and Purchaser or Parent’s legal counsel all information concerning the Acquired Companies and the Company’s stockholders that is required or is reasonably requested by Parent to be included in the Offer Documents. The Company and its counsel will be given reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Parent and Purchaser agree to provide the Company and its counsel with any comments Parent, Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. Each of Parent and Purchaser will respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer. (i) Parent will cause to be provided to Purchaser on a timely basis all of the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer, and will cause Purchaser to perform, on a timely basis, all of Purchaser’s obligations under this Agreement.