Common use of The Offer Clause in Contracts

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that As promptly as practicable but in no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any later than the fifth business day after the public announcement of the execution of this Agreement, Parent shall cause Acquisition Sub to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and Acquisition Sub shall commence, an offer (as amended or supplemented in accordance with this Agreement, the "Offer") to purchase for cash all issued and outstanding Shares at a price of $11.70 per Series A Preferred Share, $16.00 per Series B Preferred Share and $12.00 per Common Share net to the seller in cash (such prices, or such higher prices per Share as may be paid in the Offer, being referred to as the "Offer Prices"). The obligation of Acquisition Sub, and of Parent to cause Acquisition Sub, to consummate the Offer, to accept for payment and to pay for any Shares tendered shall be subject to only those conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall which may be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, waived by Acquisition Sub in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after without the initial extension pursuant to this sentenceconsent of the Company, the Offer Acquisition Sub shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to waive the Minimum Condition, may be waived by Purchaser, Tender Condition (as defined in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsAnnex A)). (b) As soon as reasonably practicable after on the date hereofof commencement of the Offer, Parent and in any event within five business days from Acquisition Sub shall file with the date hereof, Purchaser Securities and Parent shall amend their Exchange Commission (the "SEC") with respect to the Offer a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") ), which will comply in all material respects with respect the provisions of applicable federal securities laws and will contain the offer to purchase relating to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "CommissionOffer to Purchase") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter letters of transmittal and summary advertisement (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Parent will deliver copies of the proposed forms of the Schedule 14D-1 and all the Offer Documents (as well as any change thereto) to the Company within a reasonable time prior to the commencement of the Offer for prompt review and comment by the Company and its counsel. Parent will provide the Company and its counsel in writing any comments that Acquisition Sub, Parent or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof. Parent and Acquisition Sub represent that the Schedule 14D-1 and the Offer Documents (including any amendments thereto will or supplements thereto) (i) shall comply as to form in all material respects with the Securities requirements of the Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parentthereunder and (ii) shall not, Purchaser in the case of the Schedule 14D-1 at the time filed with the SEC and at the time the Offer is consummated and in the case of the Offer Documents when first published, sent or given to the stockholders of the Company each agrees and at the time the Offer is consummated, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading; provided, however, that Parent and Acquisition Sub make no covenant, representation or warranty as to any of the information relating to and supplied by the Company in writing specifically for inclusion in the Schedule 14D-1 or the Offer Documents (including any amendments or supplements thereto). Parent and Acquisition Sub shall promptly to correct any information provided by it for use in the Schedule 14D-1 or the Offer Documents that shall have become false or misleading in any material respect, respect and Parent and Purchaser further agree to take all steps necessary to cause the such Schedule 14D-1 or Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders the stockholders of Sharesthe Company, in each case as and to the extent required by applicable federal securities lawslaw. Parent and Acquisition Sub will provide copies of any amendments or supplements to the Offer Documents or the Schedule 14D-1 prior to any filing of such amendments or supplements with the SEC in order to provide the Company and its counsel with a reasonable opportunity to review and comment. (c) Each of Parent and Acquisition Sub expressly reserves the right to modify the terms of the Offer, except that neither Parent nor Acquisition Sub shall, without the prior written consent of the Company, decrease the consideration payable in the Offer, change the form of consideration payable in the Offer, decrease the number of Shares sought pursuant to the Offer, change or modify the conditions to the Offer in a manner adverse to the Company or holders of Shares, impose additional conditions to the Offer, waive the Minimum Tender Condition, or amend any term of the Offer in any manner adverse to the Company or holders of Shares. Notwithstanding the foregoing, Acquisition Sub, without the consent of the Company, (i) shall extend the Offer, if at the then scheduled expiration date of the Offer any of the conditions to Acquisition Sub's obligation to accept for payment and pay for Shares shall not have been satisfied, until such time as such condition is satisfied or waived, if such condition may in the reasonable judgment of Acquisition Sub be satisfied in a time period reasonable for such satisfaction, (ii) may, if any such condition is not waived, extend the Offer until such condition is waived, (iii) may extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iv) may extend the Offer on one or more occasions for an aggregate period of not more than five business days if the Minimum Tender Condition has been satisfied and there has theretofore been validly tendered and not withdrawn Shares representing at least 70% but less than 90% of each class of the outstanding Shares (on a fully diluted basis). (d) Parent will provide or cause to be provided to Acquisition Sub on a timely basis the funds necessary to accept for payment, and pay for, Shares that Acquisition Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer.

The Offer. (a) Provided that no event (i) this Agreement shall not have occurred and no circumstance shall exist which would result been terminated in a failure to satisfy any accordance with Section 8.1, (ii) none of the conditions or events set forth in Annex A hereto I (other than paragraphs (f) and (i)) shall have occurred and be continuing and (iii) the Company shall have complied with its applicable obligations under Section 1.2, as promptly as practicable after the effectiveness of the Form 10, and in any event, within five (5) business days thereafter, the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the "“Exchange Act”)) the Offer, subject to (i) there being validly tendered in the Offer Conditions")(in the aggregate) and not withdrawn prior to the expiration of the Offer that number of Shares which, together with the Shares then beneficially owned by the Purchaser, represents at least a majority of the Shares outstanding on a fully diluted basis and no less than a majority of the voting power of the outstanding shares of capital stock of the Company entitled to vote in the election of directors or (if a greater majority) upon the adoption of this Agreement (collectively, the “Minimum Condition”) and (ii) the satisfaction or waiver of the other conditions and requirements set forth in Annex I. Subject to the prior satisfaction or waiver by the Purchaser of the Minimum Condition and the other conditions and requirements set forth in Annex I, the Purchaser shall amend consummate the Offer in accordance with its terms and accept for exchange, and exchange the Offer Consideration for, all Shares tendered pursuant to the Offer as soon as practicable after the Purchaser is legally permitted to do so under applicable law; provided, however, that the initial expiration date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to shall be the date that is twenty (20) business days following the commencement of the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws“Initial Expiration Date”). The obligation of the Purchaser to accept for payment exchange, and to exchange the Offer Consideration for, any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject to the satisfaction Minimum Condition and the other conditions and requirements set forth in Annex I. The Offer shall be made by means of an offer to exchange (the “Offer Conditions. Purchaser expressly reserves to Exchange”) that contains the rightterms set forth in this Agreement, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined and the other conditions and requirements set forth in Annex I. The Purchaser shall not decrease the Offer Conditions) and make any other changes in the terms and conditions of the OfferConsideration, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces or reduce the maximum number of Shares to be purchased in the OfferOffer without the prior written consent of the Company. For the avoidance of doubt: (x) if on the Initial Expiration Date (as it may be extended), or imposes all conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but shall not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentencesatisfied or waived, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representationsPurchaser may, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion, extend the Initial Expiration Date, for such period as the Purchaser may determine, (y) the Purchaser may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act and (z) the Purchaser may, in its sole discretion, extend the Offer for any reason on one or more occasions for an aggregate period of not more than ten (10) business days beyond the latest expiration date of the Offer that would otherwise be permitted under clause (x) of this sentence if, on such expiration date, there have not been tendered (and not withdrawn) at least ninety percent (90%) of the outstanding Shares on a fully diluted basis. The Purchaser may (i) increase the Offer Consideration and extend the Offer to the extent required by applicable law in connection with such increase and (ii) extend the Offer to the extent otherwise required by applicable law, in each case in its sole discretion and without the Company’s consent. The Purchaser shall not terminate the Offer upon termination prior to any scheduled expiration date (as the same may be extended or required to be extended) without the written consent of the Company, except in the event that this Agreement is terminated pursuant to its termsSection 8.1. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the exchange of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depository or exchange agent, including the Exchange Agent, acting on behalf of the Purchaser, to return all tendered Shares to the registered holders thereof. (b) As soon as reasonably practicable after Notwithstanding anything to the date hereofcontrary contained in this Article I, and in any event within five business days from no certificates or scrip representing fractional shares of Purchaser Common Stock shall be issued upon the date hereofsurrender for exchange of the Shares pursuant to the Offer, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") no dividends or other distributions with respect to the Purchaser Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a shareholder of the Purchaser. In lieu of any such fractional shares, each tendering shareholder who would otherwise be entitled to a fractional share of Purchaser Common Stock (after aggregating all fractional shares of Purchaser Common Stock that otherwise would have been received by such shareholder) shall, upon surrender of his or her Certificate or Certificates, be entitled to receive an amount of cash (without interest) determined by multiplying (i) the closing price of a share of Purchaser Common Stock as reported on the Nasdaq Global Market (the “Nasdaq”) on the Acceptance Date by (ii) the fractional share interest to which such shareholder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (c) As soon as practicable on the date the Offer which was originally filed is commenced, the Purchaser shall (i) file with the Securities and Exchange Commission (the "“SEC" or "Commission"”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) and (ii) file with the SEC a registration statement on April 21Form S-4 to register, 1997under the Securities Act, the offer and sale of the Purchaser Common Stock pursuant to the Offer and the Merger (together with all amendments, supplements and exhibits thereto, the “Registration Statement”). The Registration Statement shall include a preliminary prospectus (the “Prospectus”) containing the information required under Rule 14d-4(b) promulgated under the Exchange Act. The Schedule TO shall include the summary term sheet required under Regulation M-A and, as exhibits, the Offer to Exchange and a form of letter of transmittal and summary advertisement (collectively with the Prospectus, and together with any amendments and supplements thereto and to the Prospectus, the “Offer Documents”). The Purchaser shall file such amendment cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. The Company shall provide the Purchaser with all information concerning the SECCompany and its directors, officers and affiliates as shall be required to be included in the Offer Documents and the Registration Statement. The Company and its counsel shall be given the a reasonable opportunity to review the Schedule 14D-1 Registration Statement and the Offer Documents before it is they are filed with the CommissionSEC, and the Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Registration Statement or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given copies of a reasonable opportunity to review any comment letters from the Commission regarding the Schedule 14D-1 such written responses, and the opportunity Purchaser shall give due consideration to participate in conversations with all reasonable additions, deletions or changes suggested thereto by the Commission staffCompany and its counsel. The Schedule 14D-1 will contain a No amendment or supplement to the Offer Documents shall be made by the Purchaser without providing the Company and its counsel a reasonable opportunity to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with review any further supplements such amendment or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act")supplement, and the rules Purchaser shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and regulations promulgated thereunder. Parent, its counsel. (d) The Purchaser shall use its reasonable efforts to have the Registration Statement declared effective under the Securities Act as promptly as practicable after the filing thereof with the SEC and to keep the Registration Statement effective as long as is necessary to complete the Offer and the Merger. Notwithstanding any other provision herein to the contrary, no amendment or supplement to the Registration Statement will be made by the Purchaser without the approval of the Company, which will not be unreasonably withheld, conditioned or delayed; provided, that with respect to documents filed by the Purchaser which are incorporated by reference in the Registration Statement, this right of approval shall apply only with respect to information relating to this Agreement, the Transactions or the Company each agrees promptly or its business, financial condition or results of operations. The Purchaser shall take any action (other than qualifying to correct do business in any information provided by jurisdiction in which it for use is now not so qualified) reasonably required to be taken under applicable state securities or Blue Sky laws in connection with the issuance of the Purchaser Common Stock in the Offer Documents that shall have become false and the Merger. The Purchaser will advise the Company, promptly after it receives notice thereof, of the time when the Registration Statement is declared effective, the issuance of any stop order, the suspension of the qualification of the Purchaser Common Stock issuable in connection with the Offer or misleading the Merger for offering or sale in any material respectjurisdiction, and Parent and or of any request by the SEC for amendment of the Registration Statement. Following the time the Registration Statement is declared effective, the Purchaser further agree shall file the final prospectus included therein under Rule 424(b) promulgated pursuant to take all steps necessary the Securities Act. (e) If, at any time prior to cause the Effective Time, the Company or the Purchaser discovers any information relating to either party, or any of their respective affiliates, officers or directors, that should be set forth in an amendment or a supplement to any of the Registration Statement, the Offer Documents or the Schedule 14D-1 14D-9, as the case may be, so corrected that such documents would not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, the party that discovers that information shall promptly notify the other party and an appropriate amendment or supplement describing such information shall be promptly 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. (f) The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered to the Purchaser pursuant to the Offer. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board of Directors referred to in clause (iii) of Section 3.4 (g) Notwithstanding anything herein to the contrary, the Purchaser, the Company or the Exchange Agent may withhold the Offer Consideration as it reasonably deems necessary to satisfy its withholding obligations under applicable law, and the withholding of any such Offer Consideration for such purpose shall be treated as the payment thereof to the Person from whom such amount was withheld for purposes of determining whether such Person received amounts to which such Person is entitled hereunder.

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any So long as none of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(ia) or through (ii) or (d)(iih) of Annex I hereto shall have occurred or exist, the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representationsPurchaser shall, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 cause the Purchaser to, commence (within the "Schedule 14D-1"meaning of Rule 14d-2(a) with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act")) as promptly as practicable after the date hereof, but in any event not later than May 4, 1998, the Offer for any and all outstanding Shares not owned by the Purchaser at the Offer Price applicable to such Shares, net to the seller in cash. The initial expiration date for the Offer shall be the twentieth business day from and after the date the Offer is commenced, including the date of commencement as the first business day in accordance with Rule 14d-2 under the Exchange Act (the "Expiration Date"). As promptly as practicable, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1" and together with the documents therein pursuant to which the Offer will be made, and with any supplements or amendments thereto, the rules and regulations promulgated thereunder"Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") which shall be mailed to the holders of Shares with respect to the Offer. Parent, Purchaser The obligation of Parent and the Company each agrees promptly Purchaser to correct accept for payment or pay for any information provided by it for use Shares tendered pursuant to the Offer will be subject only to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least 66-2/3% of the Shares outstanding on a fully diluted basis (without giving pro forma effect to the potential issuance of any Shares issuable under the Stock Option Agreement) (the "Minimum Condition") and to the satisfaction or waiver of the other conditions set forth in Annex I hereto ("fully diluted basis" means issued and outstanding Shares and Shares subject to issuance under outstanding employee stock options). Without the prior written consent of the Company, the Purchaser shall 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, or (iii) amend any other term of the Offer Documents that shall have become false or misleading in any material respectmanner adverse to the holders of any Shares; provided, however, that if on the initial scheduled Expiration Date, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act (as hereinafter defined) to have expired or been terminated, the Purchaser shall, and Parent and Purchaser further agree to take all steps necessary to shall cause the Schedule 14D-1 Purchaser to, extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. (b) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all the conditions of the Offer set forth in Annex I hereto as so corrected of the Expiration Date, the Purchaser will accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to be the Offer as soon as practicable after the Expiration Date. (c) 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 other Offer Documents as so corrected 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 disseminated stated therein or necessary in order to holders of Sharesmake the statements made therein, in each case as and to light of the extent required by applicable federal securities laws.circumstances under which they were made, not misleading,

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 7.1 and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not occurred and be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer continuing (and shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction have been waived by Purchaser or Parent constituting a breach Merger Sub), Merger Sub shall commence (within the meaning of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and together with the rules and regulations promulgated thereunder, the “Exchange Act”)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days from the date of this Agreement, and the Offer shall remain open at least twenty (20) business days (as defined in Rule 14d-1(g)(3) of the Exchange Act) from commencement of the Offer (the “Initial Expiration Date”). ParentThe obligation of Merger Sub to accept for payment and to pay for any Shares validly tendered and not withdrawn prior to the expiration of the Offer (as it may be extended in accordance with 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 that represents a majority of all outstanding shares of Common Stock that are not Beneficially Owned by Purchaser, Merger Sub or any Purchaser Affiliate (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A hereto. For purposes of this Agreement, the term “Purchaser Affiliate” shall mean any person or entity that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with Purchaser or its officers or directors and the term “Beneficially Owned or “Beneficially Own” shall include but is not limited to shares of Common Stock that any person or entity, directly or indirectly, through any written or oral agreement, arrangement, relationship, understanding or otherwise with Purchaser or a Purchaser Affiliate, has or shares the power to vote, direct the power to vote, or direct the voting of, or has or shares the power to dispose of, or direct the disposition of, and includes, but is not limited to, the currently exercisable right to acquire Common Stock through the exercise of options, warrants, or rights on the conversion of convertible securities into shares of Common Stock; provided that the term Beneficially Owned for purposes of this Section 1.01(a) shall not include shares of Common Stock that are subject to the rights of the Purchaser and Merger Sub pursuant to the Shareholders Agreement or the Stock Option Agreement. Subject to the prior satisfaction or waiver by Purchaser or Merger Sub of the Minimum Condition and the other conditions of the Offer set forth in Annex A hereto, Merger Sub shall consummate the Offer in accordance with its terms and accept for payment and pay for all Shares tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions, to increase the Offer Price and to make any other changes in the terms of the Offer; provided, however, that Merger Sub shall not, and Purchaser shall cause Merger Sub not to, decrease the Offer Price, change the form of consideration payable in the Offer, decrease the number of Shares sought in the offer, impose additional conditions to the Offer, extend the Offer beyond the Initial Expiration Date except as set forth below, purchase any Shares pursuant to the Offer or otherwise unless the shares purchased equal or exceed that number of shares of Common Stock that satisfy the Minimum Condition or amend any other condition of the Offer in any manner adverse to the holders of the Shares, in each case without the prior written consent of the Company each agrees (such consent to be authorized by the Company Board of Directors or a duly authorized committee thereof). Notwithstanding the foregoing, Merger Sub may, without the 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 shall not be satisfied or waived (including without limitation the Minimum Condition), extend the Offer beyond the then applicable expiration date thereof for a time period reasonably necessary to permit such condition to be satisfied, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the United States Securities and Exchange Commission (“SEC”), or the staff thereof, applicable to the Offer or (iii) if, at any scheduled expiration of the Offer, the number of shares of Common Stock that shall have been validly tendered and not withdrawn pursuant to the Offer satisfies the Minimum Condition but represents less than 90% of the shares of Common Stock outstanding, extend the Offer (one or more times) for an aggregate additional period of not more than 20 business days. Merger Sub may also, without the consent of the Company but only after the Minimum Condition is satisfied, extend the Offer in accordance with Rule 14d-11 under the Exchange Act. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase, without the consent of the Company. (b) As promptly as practicable on the date of commencement of the Offer, Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer. The Schedule TO shall contain or incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and all other ancillary Offer documents (collectively, together with all amendments and supplements thereto, the “Offer Documents”). Purchaser and Merger Sub shall cause the Offer Documents to be disseminated to the holders of the Shares as and to the extent required by applicable federal securities laws. Purchaser and Merger Sub, on the one hand, and the Company, on the other hand, will promptly correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to Merger Sub will cause the Schedule 14D-1 Offer Documents 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. The Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO before it is filed with the SEC. In addition, 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. (c) Purchaser and Merger Sub will file with the Commissioner of Commerce of the State of Minnesota and deliver to the Company any registration statement relating to the Offer required to be filed pursuant to Chapter 80B of the Minnesota Statutes and will disseminate to the shareholders of the Company the information specified in Section 80B.03 of the Minnesota Statutes.

The Offer. (a) Provided that no event this Agreement shall not have occurred and no circumstance shall exist which would result been terminated in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")accordance with Section 8.1, Purchaser shall amend the Offer as soon promptly as practicable after following the date hereof, hereof and in any event within five business days from (5) Business Days following the date hereofof this Agreement (or such other later date as the parties may mutually agree in writing), Parent and Merger Sub (i) shall amend the Offer to increase reflect the purchase price offered to $21.00 per Shareexecution of this Agreement and the terms hereof, (ii) shall file an amendment to modify the conditions of the Offer their Schedule TO, which amendment shall include an amended offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the rightpurchase, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (transmittal letter, form of notice of guaranteed delivery and all 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants necessary documents and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed exhibits with the Securities and Exchange Commission (the "“SEC" or "Commission"”) on April 21and make all deliveries, 1997filings, publications, mailings and shall file such amendment telephonic notices required to be made in connection with the SEC. The Company Offer under the federal securities Laws, including Regulations 14D and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies 14E of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and including the rules and regulations promulgated thereunder, the “Exchange Act”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use their reasonable best efforts to consummate the Offer. If the Offer is consummated, Parent will cause Merger Sub to accept for payment and pay for any shares of Company Common Stock tendered pursuant to the Offer, subject only to the conditions that (i) there shall be validly tendered and not withdrawn prior to the expiration of the Offer such number of shares of Company Common Stock that, when added to the shares of Company Common Stock already owned by Parent, Purchaser Merger Sub and their Subsidiaries, would constitute at least a majority of the shares of Company Common Stock outstanding determined on a Fully Diluted Basis immediately prior to the date of expiration of the Offer (the “Minimum Condition”) and (ii) the other conditions set forth in Annex I hereto (collectively with the Minimum Condition, the “Tender Offer Conditions”) have been satisfied or waived in writing by Parent. (b) Without the prior written consent of the Company, Parent and Merger Sub shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of shares of Company Common Stock sought to be purchased in the Offer, impose additional conditions to the Offer or amend any other term of the Offer in a manner that is materially adverse to the holders of shares of Company Common Stock, except as provided in this Agreement. The initial expiration date of the Offer shall be December 27, 2006 (the “Expiration Date,” unless the period of time for which the Offer is open shall be extended in accordance with the immediately following sentence, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire); provided, however, that Parent and Merger Sub may provide for a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act (including the obligations that Merger Sub immediately accept and promptly pay for all shares of Company Common Stock tendered during the initial offering period and immediately accept and promptly pay for any shares of Company Common Stock tendered during such subsequent offering period). Notwithstanding the foregoing, (i) Parent and Merger Sub may, without the consent of the Company, from time to time, in their sole discretion, extend the Expiration Date for such period (not to exceed ten (10) Business Days on any single occasion) as Parent and Merger Sub may determine, to a date that is no later than March 31, 2007 (A) if immediately prior to the Expiration Date any of the Tender Offer Conditions are not satisfied or waived by Parent, or (B) if immediately prior to the Expiration Date, the Minimum Condition is satisfied but the number of shares of Company Common Stock that have been validly tendered (and not withdrawn) pursuant to the Offer is less than 90% of the number of shares of Company Common Stock outstanding determined on a Fully Diluted Basis; (ii) if any of the Tender Offer Conditions (other than the Minimum Condition) is not satisfied on any scheduled Expiration Date, then, if requested by the Company, Parent and Merger Sub shall extend the Expiration Date one or more times (the period of each such extension to be determined by Merger Sub) for up to fifteen (15) Business Days in the aggregate for all such extensions), provided, that at the time of such extension any such condition is reasonably capable of being satisfied and the Company has not received an Acquisition Proposal that has not been withdrawn; (iii) if (A) the Company has not received an Acquisition Proposal that has not been withdrawn, (B) the failure to achieve the Minimum Condition is not a result of the Company having failed to comply in any material respect with any of its covenants and agreements contained in this Agreement and (C) the Tender Offer Conditions (other than the Minimum Condition) have been satisfied or, if not then satisfied, either (1) are reasonably capable of being satisfied within five Business Days or (2) are unsatisfied (or not reasonably capable of being satisfied) as a result of a breach of this Agreement by Parent or Merger Sub, then, if at any scheduled Expiration Date, the Minimum Condition shall not have been satisfied, at the request of the Company, Parent and Merger Sub shall extend the Expiration Date one or more times for such period (not to exceed five (5) Business Days on any single occasion) as may be requested by the Company, provided, that in no event shall Parent and Merger Sub be required to extend the Expiration Date more than an aggregate of ten (10) Business Days pursuant to this clause (iii); (iv) if (A) the Company receives an Acquisition Proposal ten (10) or fewer Business Days prior to a scheduled Expiration Date, then, if on such scheduled Expiration Date, the Minimum Condition is not satisfied and (B) the Company provides Parent with a written request that Merger Sub extend the Expiration Date, then Parent and Merger Sub shall extend the Offer, to such date as is necessary to assure that the Offer does not expire until ten (10) Business Days from the date the Company received such Acquisition Proposal, provided, that the Company may not deliver such a request on more than one occasion; and (v) Parent and Merger Sub may (A) increase the Offer Price and extend the Expiration Date to the extent required by applicable Law in connection with such price increase and (B) subject to prior consultation with the Company, extend the Expiration Date to the extent otherwise required by applicable Law, in each case in Parent’s and Merger Sub’s reasonable discretion and without the Company’s consent. Parent and Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the written consent of the Company except in the event that this Agreement is terminated pursuant to Section 8.1 hereof. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of the Tender Offer Conditions as of any Expiration Date, including the Minimum Condition, Parent will cause Merger Sub to accept for payment and pay for any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer promptly after such Expiration Date (such date as Merger Sub shall be obligated to accept for payment any and all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer, the “Acceptance Date”). For the avoidance of doubt, and notwithstanding anything in this Agreement to the contrary, Merger Sub shall not (and Parent shall cause Merger Sub not to) accept for payment any shares of Company Common Stock tendered pursuant to the Offer unless the Minimum Condition shall have been satisfied. (d) Each of Parent and Merger Sub, on the one hand, and the Company, on the other hand, agrees promptly to correct promptly 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, respect and Parent and Purchaser Merger Sub further agree agrees to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so 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. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents in advance of their filing with the SEC and dissemination to stockholders of the Company. Parent and Merger Sub shall provide to the Company and its counsel copies in writing of any comments and shall inform the Company of any oral comments that Parent, Merger Sub or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review any such written and oral comments and proposed responses.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article 8, and that no event shall have occurred and no circumstance shall exist which be continuing that, had the Offer been commenced, would result in give rise to a failure right to satisfy terminate the Offer pursuant to any of the conditions or events set forth in Annex A hereto A, no later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause Merger Sub to commence, and Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Offer Conditions"“Exchange Act”)), Purchaser the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer shall amend be exchanged for the right to receive from Merger Sub the Offer Price. Parent shall cause Merger Sub to accept for payment, and Merger Sub shall accept for payment, all Shares which have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable after following the date hereofExpiration Date. Notwithstanding the above, the obligation of Merger Sub to accept for payment, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform pay for all Shares tendered pursuant to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject (x) to the satisfaction of condition that the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Shares validly tendered and not withdrawn shall be at least the minimum number of Shares required to be purchased approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA (the “Minimum Condition”), and (y) to the other conditions set forth in the Offer, or imposes Annex A. The conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions Annex A are for the sole benefit of Purchaser Parent and Merger Sub and may be asserted by Purchaser Parent or Merger Sub regardless of the circumstances giving rise to any such condition (other than including any action or inaction by Purchaser Parent or Parent constituting a breach of this Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) or, except with respect giving rise to the Minimum Condition, such condition or may be waived by PurchaserParent or Merger Sub, in their sole discretion, in whole or in part at any time and from time to time, subject to the following sentence. Merger Sub expressly reserves the right to increase the amount of consideration payable in the Offer and to waive any condition of the Offer, except the Minimum Condition; provided that, Merger Sub, at its sole discretionoption, may waive such Minimum Condition (i) if the number of Shares validly tendered and not withdrawn shall be at least equal to the difference between (x) the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the organizational documents of the Company and the FBCA, less (y) the number of Shares subject to Support Agreements or (ii) with the prior written consent of the Company. Purchaser The failure of Parent or Merger Sub at any time to exercise any of the foregoing rights shall terminate not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. Without the prior written consent of the Company, Merger Sub shall not decrease the amount of consideration payable in the Offer upon termination or change the form of this Agreement pursuant consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer or reduce the time period during which the Offer shall remain open. The Company agrees that no Shares held by the Company or any of its termsSubsidiaries will be tendered in the Offer. (b) As soon as reasonably practicable after On the date hereofof commencement of the Offer, Parent and in any event within five business days from Merger Sub shall (i) file or cause to be filed with the date hereof, Purchaser SEC a combined Schedule 13E-3 and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with all amendments and supplements thereto, the Securities “Schedule TO”) and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the related Offer to Purchase dated April 21Purchase, 1997 and revised forms form of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and summary advertisement and other documentsancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, together with and including any further supplements or amendments thereto, are referred to herein collectively as the "“Offer Documents")”) and (ii) cause the Offer Documents to be disseminated to the holders of Shares as and to the extent required by applicable Law. The Schedule 14D-1 Company shall promptly furnish to Parent and Merger Sub in writing all amendments thereto will comply information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or Merger Sub for inclusion in the Offer Documents. The Company hereby consents to the inclusion in the Offer Documents of all material respects with disclosure relating to (i) the Securities Exchange Act company financial advisor Xxxxx & Company LLC (including the amount of 1934, fees and other consideration that Xxxxx & Company LLC will receive upon consummation of or as amended (a result of the "Exchange Act")Offer and the Merger, and the rules conditions therefor), (ii) the financial advisor Xxxxxxx & Company (including the amount of fees and regulations promulgated thereunderother consideration that Xxxxxxx & Company shall receive in connection with the opinion referred to in Section 4.20), (iii) the opinions of each of Xxxxx & Company LLC and Xxxxxxx & Company referred to in Section 4.20 and (iv) the information that formed the basis for rendering each of such opinions, subject to the approval of the form of such disclosure by Xxxxx & Company LLC and Xxxxxxx & Company, respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Purchaser Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and respect or as otherwise required by applicable Law. Parent and Purchaser further agree to take all steps necessary Merger Sub shall use their reasonable best efforts to cause the Schedule 14D-1 TO 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 case, as soon as reasonably practicable and as and to the extent required by applicable federal securities lawsLaws. 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 Sub shall give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Merger Sub shall provide the Company and its counsel with (i) any written comments or other communications, and shall inform them of any oral comments or other communications, that Parent, Merger Sub or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or Offer Documents promptly after receipt of those comments or other communications and (ii) a reasonable opportunity to participate in the response of Parent and Merger Sub to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given). (c) Subject to the terms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the twentieth Business Day (for this purpose calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following 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 Merger Sub shall: (i) from time to time extend the Offer for one or more periods of up to 20 Business Days each, the length of each such period to be determined by Merger Sub in its sole discretion, if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and the conditions and requirements set forth in Annex A, shall not have been satisfied or waived, until such time as such conditions are satisfied or waived to the extent permitted by this Agreement, 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. Merger Sub may, from time to time, extend the Offer for a period of no more than 20 days in the aggregate, if at the scheduled Expiration Date less than 80% of the number of Shares then outstanding less the number of shares held by persons subject to Support Agreements (the “Support Agreement Shares”) have been validly tendered and not withdrawn. Notwithstanding the above, in no event shall Merger Sub be required to, or shall Parent be required to cause Merger Sub to, extend the Offer beyond the Outside Date (as hereinafter defined). In no event shall Merger Sub extend the Offer beyond the Outside Date without the consent of the Company. Parent and Merger Sub shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without limiting the generality of the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of such Shares for payment pursuant to the terms and subject to the conditions of the Offer and this Agreement. This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent or Merger Sub to terminate this Agreement pursuant to Article VIII.

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Sharethis Agreement shall not have been terminated in accordance with Article VIII, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there nothing shall have been tendered more than 80% but less than 90% occurred that would render any of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses the first paragraph of Annex A incapable of being satisfied and (a)(iiii) or (ii) or (d)(ii) none of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements events set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that second paragraph of Annex A hereto shall have occurred and be continuing, as promptly as practicable (but in no event later than seven (7) business days after the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach date of this Agreement) orPurchaser shall, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 cause Purchaser to, commence (within the "Schedule 14D-1") with respect to meaning of the Offer which was originally filed with applicable rules and regulations of the Securities and Exchange 2 Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase for cash (the "Offer") any and all of the issued and outstanding shares of Common Stock ("Shares") (including the related Rights (as defined in Section 4.02 of this Agreement)) at a price of $35.00 per Share, net to the seller in cash. For purposes of this Agreement, the term "Transaction Consideration" shall mean $35.00 per Share in cash or any higher price as shall be paid in respect of the Shares in the Offer. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares tendered shall be subject to the rules conditions set forth in Annex A hereto (any or all of which may, subject to the provisions hereof, be waived by Parent or Purchaser, subject to applicable law). The initial expiration date of the Offer (the "Expiration Date") shall be the 20th business day following the commencement of the Offer (determined using Rules 14d-1 and regulations promulgated thereunder14d-2 under the Exchange Act), but in no event shall be later than October 6, 2000. ParentWithout the prior written consent of the Company, Purchaser and shall not (i) decrease the Company each agrees promptly Transaction Consideration, (ii) decrease the number of Shares sought to correct any information provided by it for use be purchased in the Offer, (iii) change the form of consideration payable in the Offer Documents (although Purchaser shall, in its sole discretion, have the right to increase the amount of the Transaction Consideration), (iv) add to the conditions to the Offer set forth in Annex A, (v) waive the Minimum Condition (as defined in Annex A) or (vi) make any other change in the terms or conditions of the Offer which is adverse to any holder of Shares, it being agreed that neither a waiver by Purchaser of any of the conditions set forth in Annex A (other than the Minimum Condition) in whole or in part at any time and from time to time in its discretion, nor the extension of the Expiration Date as permitted below, shall be deemed to be adverse to any holder of Shares. Purchaser may, without the consent of the Company, extend the Expiration Date (which extended date shall thereupon be the Expiration Date for purposes of this Agreement):(i) in increments of not more than ten (10) business days each, if at the scheduled Expiration Date any of the conditions to Purchaser's obligation to purchase Shares are not satisfied, until such time as such conditions are satisfied or waived and (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, Purchaser shall have become false the right, without the consent of the Company, to make available a subsequent offering period (within the meaning of Rule 14d-11 under the Exchange Act). Without limiting the right of Purchaser to extend the Offer, provided that this Agreement shall not have been terminated in accordance with Article VIII hereof, if the conditions set forth in Annex A are not satisfied or, to the extent permitted hereby, waived by Purchaser as of the Expiration Date, then, except to the extent that such conditions are incapable of being satisfied, at the request of the Company, Purchaser will extend the Expiration Date from time to time until the earlier of the date that such conditions are satisfied or misleading waived or the date that is thirty (30) days (or if the condition set forth in clause (ii) in the first paragraph of Annex A has not been satisfied, 60 days) from the date of the initial Expiration Date(such date the "Mandatory Extension Date," and, if such date is later than the then-scheduled Expiration Date, the Mandatory Extension Date shall thereupon be the Expiration Date for purposes of this Agreement); provided, however, that Purchaser shall not be required to so extend the Expiration Date if the failure to meet any of the conditions set forth in Annex A was caused by or resulted from the failure of the Company to perform in any material respectrespect any covenant or agreement of the Company contained herein, and Parent and or the material breach by the Company of any representation or warranty contained herein. Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Sharesshall, in each case as and subject to the extent required by terms and conditions of the Offer, accept for payment Shares tendered as soon as it is legally permitted to do so under applicable federal securities lawslaw.

The Offer. (a) Provided that no event nothing shall have occurred and no circumstance shall exist which be continuing that, had the Offer been commenced, would result in give rise to a failure right to satisfy terminate the Offer pursuant to any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")I, Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, hereof and in any event within five business days from ten (10) Business Days after the date hereof, Merger Subsidiary shall (iand Parent shall cause Merger Subsidiary to) to increase commence (within the purchase price offered to $21.00 per Share, (iimeaning of Rule 14d-2 under the 0000 Xxx) to modify the conditions of the Offer to conform to purchase any and all of the outstanding Shares at the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsPrice. The obligation of Purchaser to accept for payment Shares tendered Offer shall be subject only (1) to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, condition that there shall be validly tendered and not withdrawn in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in accordance with the terms and conditions of the Offer, provided prior to the Expiration Date (as defined below), a number of Shares that, unless previously approved together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least a majority of the Company total number of Shares outstanding on a fully diluted basis, calculated in writingaccordance with Section 3.5(b) (the “Minimum Condition”), and (2) to the other conditions set forth in Annex 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 without the prior written consent of the Company, (i) the Minimum Condition may not be waived and (ii) no change may be made which decreases the price per Share payable in the Offer, that changes the form of consideration payable in to be paid, decreases the Offer (other than by adding consideration), reduces Price or the maximum number of Shares to be purchased sought in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are in Annex I or modifies the conditions set forth in Annex I, or amends any other term of the Offer in any manner adverse to the holders of Shares in the Sharesreasonable judgment of the Company. Purchaser covenants The initial expiration date of the Offer shall be the twentieth (20th) business day after commencement of the Offer (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (such date, or such subsequent date to which the expiration of the Offer is extended pursuant to and agrees thatin accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (x) Merger Subsidiary shall 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 or any period required by Applicable Law and (y) if any condition to the Offer is not satisfied or waived on any scheduled Expiration Date, Merger Subsidiary shall, subject to the terms and rights of the parties in Article 11, extend the Offer for one or more periods (each in the reasonable judgment of Merger Subsidiary for the minimum period of time reasonably expected by Merger Subsidiary to be required to satisfy such conditions but in any event not in excess of twenty (20) business days each) until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the termination of this Agreement. If upon the acceptance for payment of, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Merger Subsidiary has not acquired the Requisite Short Form Merger Shares, 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 of not less than three (3) nor more than ten (10) business days immediately following the Expiration Date. Merger Subsidiary shall not terminate or withdraw the Offer prior to its Expiration Date, unless this Agreement is terminated in accordance with Article 11 hereof. Subject to the foregoing, including but not limited the requirements of Rule 14d-11, and upon the terms and subject to the Offer Conditionsconditions of the Offer, Merger Subsidiary shall, and Parent shall cause it will to (including by providing or causing to be provided to Merger Subsidiary on a timely basis the necessary funds), accept for payment and pay for Shares for, as soon promptly as it is permitted to do so under applicable law, subject to practicable after the prior satisfaction expiration of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up all Shares (i) validly tendered and not withdrawn pursuant to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding time at which Shares so that are first accepted for payment under the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentenceOffer, the Offer shall not be subject to any conditions other than (i“Acceptance Time”) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) validly tendered in the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsSubsequent Offering Period. (b) As soon as reasonably practicable after On the date hereofof commencement of the Offer, Parent and in any event within five business days from Merger Subsidiary shall file with the date hereof, Purchaser and Parent shall amend their SEC a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with all amendments and supplements thereto and including exhibits thereto, the Securities and Exchange Commission (“Schedule TO”) that shall include the "SEC" or "Commission") on April 21summary term sheet required thereby and, 1997as exhibits, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms a form of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and summary advertisement and other documentsappropriate ancillary Offer documents (collectively, together with any further amendments or supplements or amendments thereto, are referred to herein collectively as the "“Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"”), and shall cause the rules Offer Documents to be disseminated to all holders of Shares. The Company shall promptly upon request of Parent and regulations promulgated thereunderMerger Subsidiary provide Parent in writing with all information concerning the Company that is required to be included in the Schedule TO or the Offer Documents. Each of Parent, Purchaser Merger Subsidiary and the Company each agrees promptly to correct any information provided by it for use in the Schedule TO or the Offer Documents if and to the extent that such information shall have become (or shall become known to be) false or misleading in any material respect, and . Parent and Purchaser further agree to take all steps necessary to Merger Subsidiary shall cause the Schedule 14D-1 TO as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case 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 (it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable). Parent and Merger Subsidiary shall provide the Company and its counsel with (i) 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 (ii) 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, it being understood that the Company and its counsel shall provide any comments thereon as soon as reasonably practicable).

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon As promptly as practicable after the date hereof, (and in any event within five business days from ten Business Days after the date hereof), the Purchaser shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (i) to increase the purchase price offered to $21.00 per Share“Exchange Act”), (ii) to modify the conditions of the Offer to conform to purchase all the outstanding Shares at the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsPrice. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions consummation of the Offer, provided that, unless previously approved by and the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders obligation of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted tendered pursuant to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than to: (i) there being validly tendered in the conditions set forth in clauses Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (a)(iif any) then owned of record by Parent or (ii) any of its wholly-owned direct or (d)(ii) indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Offer Conditions Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and (ii) the absence of any intentional breach satisfaction, or waiver by the Company Purchaser, of the representations, warranties, covenants or agreements other conditions and requirements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that Annex I. The conditions and requirements to the Offer Conditions set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser in its reasonable judgment regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of subject to this Agreement pursuant to its termsSection 1.1. (b) As soon Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer promptly. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law. To the extent any such amounts are so withheld, such amounts shall be treated for all purposes under this Agreement as reasonably practicable after having been paid to the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent Person to whom such amounts would otherwise have been paid. (c) The Offer shall amend their Tender Offer Statement on Schedule 14D-1 be made by means of an offer to purchase (the "Schedule 14D-1"“Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner materially adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer which was originally filed Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 12:00 midnight (New York City time) on the date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied, or, where permitted by applicable Law and this Agreement, waived by the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to 20 Business Days each, until the satisfaction or, where permitted by applicable Law and this Agreement, waiver by the Purchaser of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the "“SEC" ”) or "Commission"its staff. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer for any reason beyond April 30, 2012 (the “Outside Date”); provided however that if, as of such date, all conditions set forth in Annex I have been satisfied other than either (i) obtaining the Required Governmental Approval or (ii) both obtaining the Required Governmental Approval and satisfying the Minimum Condition, then either Parent or the Company may, in its sole discretion and pursuant to written notice to the other party no later than two Business Days prior thereto and no earlier than five Business Days prior thereto, extend such date for up to (but no more than) two successive 30 calendar day periods starting on April 21May 1, 19972012 (each such extension to be 30 days and, thereafter, the last date of each such additional thirty-day period shall for all purposes of this Agreement be the “Outside Date”) solely to satisfy such condition(s); provided further that in no event shall the Outside Date, as it may be extended pursuant to this Section 1.1(e), extend past June 30, 2012. Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to Article 7 hereof. (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to the exercise of the Top-Up Option), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to 20 Business Days. Subject to the terms and conditions of this Agreement and the Offer, the Purchaser shall immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer during such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, the Purchaser shall promptly (and in any event no later than the end of the next Business Day following such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date of the commencement of the Offer, the Purchaser shall file such amendment with the SEC. The Company , in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and its counsel shall be given exhibits thereto, the opportunity to review the “Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffTO”). The Schedule 14D-1 will contain a supplement to TO shall include, as exhibits, the Offer to Purchase dated April 21Purchase, 1997 and revised forms a form of the related letter of transmittal and a form of summary advertisement (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments, supplements or amendments and exhibits thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Purchaser agrees to cause the Securities Exchange Act Offer Documents to be disseminated to holders of 1934Shares, as amended (and to the "extent required by the Exchange Act"). The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Schedule TO and the Offer Documents. The Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary agrees to cause the Schedule 14D-1 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 lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that no event the Company shall have occurred complied with its obligations under Section 1.2(b) and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"Section 1.2(c), Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, hereof (and in any event no later than October 9, 2009), the Purchaser shall (and Parent shall cause the Purchaser to) commence, within five business days from the date hereofmeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”), the Offer to purchase for cash all the outstanding Shares at the Offer Price, subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to increase the purchase price offered Expiration Date that number of Shares which, together with the number of Shares (if any) then owned of record by Parent or the Purchaser or with respect to $21.00 per Sharewhich Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote in the election of directors or (if a greater majority) upon the adoption of this Agreement and approval of the Merger (collectively, the “Minimum Condition”) and (ii) to modify the conditions satisfaction, or waiver by Parent or the Purchaser, of the Offer to conform to the Offer Conditions other conditions and requirements set forth in Annex I. (iiib) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer Conditionsas promptly as practicable after the Purchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, less any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and the Purchaser expressly reserves reserve the right, in its sole discretion, right to waive any such condition (other than of the Minimum Condition as defined conditions and requirements set forth in Annex I, to increase the Offer Conditions) and Price or to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no the Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of Shares or the Company or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the time and date to which the Offer has been so extended (the Initial Expiration Date, or such later time and date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If, on or prior to the Initial Expiration Date, the Minimum Condition, the HSR Condition or the Governmental Approval Condition has not been satisfied or waived by Parent or the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to), to the extent requested in writing by the Company no less than two (2) Business Days prior to the scheduled Expiration Date, extend the Offer for up to two (2) periods each of twenty (20) Business Days or less, in order to permit the satisfaction of such conditions; provided, however, that the Purchaser shall not be required to extend the Offer beyond December 31, 2009 (the “Initial Outside Date”) if any condition to the Offer has not been satisfied on or prior to the Initial Outside Date; provided, however, that, in the event that on the Initial Outside Date, (i) all of the conditions to the Offer have been satisfied, or waived by Parent and the Purchaser, other than the HSR Condition and/or the Governmental Approval Condition, but the HSR Condition and/or the Governmental Approval Condition has not been satisfied or (ii) either Parent, the Purchaser, the Company or their counsel has received comments from the SEC or its staff with respect to the Schedule TO, the Offer Documents or the Schedule 14D-9 which remain unresolved or, if resolved, require the expiration date of the tender to be extended, the Initial Outside Date automatically shall be extended by 30 days one time (in addition each case, such extended date, the “Extended Outside Date”). Notwithstanding the foregoing, the Purchaser may, in its sole discretion without the consent of the Company, but subject to those the Company’s right to terminate this Agreement pursuant to Article 7, extend the Offer for one or more periods, if, at any then scheduled Expiration Date, any of the conditions set forth herein which are adverse in Annex I shall not have been satisfied or waived. In addition, subject to holders the right of Parent to terminate this Agreement (and the Offer) in accordance with Section 7.1, the Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SharesU.S. Securities and Exchange Commission (the “SEC”) (or its staff) or of the Nasdaq Global Market (“Nasdaq”). (f) Notwithstanding the foregoing, if necessary to obtain sufficient Shares to reach the Short Form Threshold, the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) of up to twenty (20) Business Days, in accordance with Rule 14d-11 under the Exchange Act. Purchaser covenants and agrees that, subject Subject to the terms and conditions of this AgreementAgreement and the Offer, including but not limited the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and promptly pay for, all Shares that are validly tendered pursuant to the Offer Conditionsduring any such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, it will accept except if this Agreement is validly terminated pursuant to Article 7. If this Agreement is validly terminated pursuant to Article 7, the Purchaser shall (and Parent shall cause the Purchaser to) promptly (and in any event within twenty-four (24) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is validly terminated or withdrawn by the Purchaser, or this Agreement is validly terminated prior to the acceptance for payment and pay for of Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend in the Offer, notwithstanding the prior satisfaction Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Offer ConditionsPurchaser to return, for up in accordance with applicable Law, all tendered Shares to five business days and then thereafter the registered holders thereof. (h) As soon as practicable on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% commencement of the outstanding Shares so that Offer, Parent and the Merger could not be effected without a meeting of Purchaser shall file with the Company's stockholders SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule TO with respect to the Offer that will comply with the applicable provisions of the DGCL; provided thatfederal securities Laws (together with all amendments, after supplements and exhibits thereto, the initial extension pursuant to this sentence“Schedule TO”). The Schedule TO shall include, as exhibits, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) Purchase, a form of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal and a form of summary advertisement (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments and supplements or amendments thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Parent and all amendments thereto will comply in all material respects the Purchaser agree to cause the Offer Documents to be filed with the Securities Exchange Act SEC and disseminated to holders of 1934Shares, in each case, as amended (and to the "extent required by the Exchange Act"). Parent and the Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Schedule TO and the Offer Documents Documents, if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 TO and the 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 the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto by Parent, the Purchaser, or their counsel. The Company and its counsel shall be given an opportunity to review any such written or oral responses and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities lawsconvertible into Company Common Stock), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares occurring on or after the date hereof and prior to the Purchaser’s acceptance for payment of, and payment for, the Shares pursuant to the Offer. (j) Nothing in this Section 1.1 shall affect any termination rights in Section 7.1.

The Offer. (a) Provided Provided, that no event nothing shall have occurred that gives rise to a right of Parent to terminate the Offer or this Agreement; provided, further, that none of the conditions set forth in Sections (iii)(c) through (iii)(e) of Annex A hereto shall have occurred and no circumstance shall exist which would result in a failure to satisfy any be continuing as of the conditions or events set forth in Annex A hereto (date that Purchaser would otherwise commence the "Offer Conditions"Offer; and provided, further, that the Company has fulfilled its obligation to provide information to Parent and Purchaser on a timely basis as contemplated by Section 2.1(f), Purchaser shall amend commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer as soon promptly as reasonably practicable after the date hereof, and in any event . Parent or Purchaser shall provide the Company with prior written notice if Purchaser fails to commence the Offer within five 10 business days from of the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of this Agreement together with a brief explanation of the Offer to conform to the Offer Conditions and reasons therefore. (iiib) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment payment, purchase and pay for any Company Shares tendered pursuant to the Offer shall be subject to (x) the satisfaction condition (the “Minimum Condition”) that at least that number of Company Shares equal to (i) fifty percent (50%) of the then outstanding Company Shares on a fully diluted basis (including all Company Shares potentially issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights (other than the Rights) including the Company RSUs, in each case, which are convertible or exercisable prior to the Outside Date but excluding the Subject Shares) plus (ii) the Subject Shares, shall have been validly tendered and not withdrawn prior to the expiration of the Offer Conditionsand (y) the other conditions set forth in Annex A hereto. Purchaser expressly reserves the rightright (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 as defined which may not be amended or waived), to increase the price per Company Share payable in the Offer Conditions) Offer, and to make any other changes in the terms and conditions of the Offer; provided, provided that, unless previously approved by that without the prior written consent of the Company in writing, no change may be made which that decreases the price per Company Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration)Offer, reduces the maximum number of Company Shares sought to be purchased in the Offer, or imposes adds to the conditions to the Offer in addition to those set forth herein which are in Annex A hereto, extends the Offer other than as set forth in this Section 2.1, or modifies or amends any condition to the Offer in any manner adverse to the holders of the Company Shares. Purchaser covenants and agrees that, subject . (c) Subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than remain open until midnight, New York City time, at the end of the twentieth (i20th) business day beginning with (and including) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed date that the Offer Conditions are is commenced (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Expiration Date”), unless the period of time for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate which the Offer upon termination of this Agreement is open shall have been extended pursuant to its terms. (b) As soon as reasonably practicable after the date hereofto, and in accordance with, the provisions of this Section 2.1(c) (in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire). Purchaser may, without the consent of the Company, extend the Offer for one or more periods beyond the scheduled expiration date if, at the scheduled expiration of the Offer, any event within five business days from of the date hereofconditions to Purchaser’s obligation to accept Company Shares for payment shall not be satisfied or waived, for such period of time as Purchaser reasonably determines to be necessary to permit such conditions to be satisfied or waived. In addition, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (extend the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.Offer:

The Offer. (a) Provided that no event nothing shall have occurred and no circumstance shall exist which that, had the Offer referred to below been commenced, would result in give rise to a failure right to satisfy terminate the Offer pursuant to any of the conditions or events set forth in paragraphs (ii)(a) - (ii)(g) of Annex A hereto (the "Offer Conditions")I hereto, Purchaser shall amend the Offer then as soon promptly as practicable after the date hereof, hereof (and in any event within five eight (8) business days from of the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there Merger Sub shall have been tendered more than 80% but less than 90% (A) commence (within the meaning of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase any and all of the outstanding shares of Company Common Stock at a price per Share equal to the Per Share Amount, net to the seller in cash, without interest and (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents (collectively, the "Offer Documents") with the Securities and Exchange Commission (the "SEC"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the rules disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer and regulations promulgated thereunder. not withdrawn prior to the Expiration Date (as hereinafter defined) a number of Shares that, together with the Shares then owned by Parent and/or Merger Sub or any other subsidiary of Parent, Purchaser represents at least a majority of the Shares outstanding on a Fully-Diluted Basis (as hereinafter defined) (the "Minimum Condition") and to the Company each agrees promptly other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to correct waive any information of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided by it for use that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) the condition to the Offer that the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvement Act of 1976, as amended (the "XXX Xxx") xx xxxer any applicable foreign antitrust statutes or regulations shall have expired or been terminated (the "Regulatory Condition") may not be waived, (iii) no change may be made that changes the form of consideration to be paid, decreases the Per Share Amount or the number of Shares sought in the Offer Documents that or imposes conditions to the Offer in addition to those set forth in Annex I and (iv) no other change may be made to any term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, except as otherwise provided in this Section 1.01(a), without the consent of the Company, Merger Sub shall have become false the right to extend the Offer, provided that such extension does not extend beyond the later of (x) July 31, 2003 and (y) the date that is 30 days after the date that the Company has complied with its obligations under Section 6.03 (the "Outside Date") (i) from time to time if, at the scheduled or misleading in extended Expiration Date, any material respectof the conditions to the Offer shall not have been satisfied or waived, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC and or the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and staff thereof applicable to the extent Offer or any period required by applicable federal securities laws.law. The Offer shall remain open until 12:00 midnight on the date that is twenty (20) business days after the commencement of the Offer (the "Expiration Date"), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be

The Offer. (a) Provided that no event (1) none of the events or circumstances set forth in paragraphs (a) through (f) of Annex A hereto shall have occurred and no circumstance be existing (and shall exist which would result in a failure to satisfy any of not have been waived by Purchaser) and (2) the conditions or events set forth in Annex A hereto (the "Offer Conditions")Company shall have complied with its obligations under Section 1.2 hereof, Purchaser shall amend commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) the Offer to purchase all of the Shares at the Offer Price as soon promptly as reasonably practicable after the date hereof, and but in any no event within five business days from later than seven Business Days after the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions initial public announcement of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to execution of this Agreement (which initial public announcement shall occur no later than the first Business Day following execution and provisions delivery of applicable lawsthis Agreement). The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only (x) to the satisfaction of the condition that at the expiration of the Offer Conditionsthere be validly tendered in accordance with the terms 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 at least 60% of the Shares then outstanding determined on a fully-diluted basis (on a “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, rights, convertible or exchangeable securities (including the Convertible Securities) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to the Walk-Away Date) (the “Minimum Condition”), and (y) to the satisfaction (or waiver by Purchaser) of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right, in its sole discretion, right to waive any of such condition conditions (other than the Minimum Condition as defined Condition), to increase the price per Share payable in the Offer Conditions) and to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, unless previously approved by the Company in writing, that no change may be made without the prior written consent of the Company which decreases the price per Share payable in the Offer, changes the form of consideration payable to be paid in the Offer (other than by adding consideration)Offer, reduces the maximum number of Shares sought to be purchased in the Offer, or imposes conditions to the Offer in addition to those the conditions set forth herein which in Annex A hereto, waives the Minimum Condition, or 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, except as provided below, extends the Sharesexpiration date of the Offer. Notwithstanding the foregoing, Purchaser covenants shall extend the Offer for any period required by any rule, regulation or interpretation of the Securities and agrees thatExchange Commission (the “SEC”) or the staff thereof applicable to the Offer. In addition, (i) if at 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, 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, Purchaser shall extend the Offer in increments of not more than 10 Business Days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Walk-Away Date (as defined in Section 7.1(b)(iii)); subject, however, to the parties’ respective rights to terminate this Agreement pursuant to Section 7.1, and (ii) if the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, constitutes less than 90% of the Shares then outstanding, without the consent of the Company, Purchaser shall (subject to applicable law) have the right to, and at the request of the Company shall, provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 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 validly tendered and not withdrawn as of such expiration date. Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of this Agreement, including but not limited to the Offer Conditionsset forth in Annex A hereto as of any expiration date of the Offer, it will Purchaser shall accept for payment and pay for all Shares as soon as 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 any required withholding of Taxes, be net to the prior satisfaction seller in cash, upon the terms and subject to the conditions of the Offer ConditionsOffer. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding The Company agrees that no Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach held by the Company or any of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of its Subsidiaries will be tendered to Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect pursuant to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsOffer. (b) As soon promptly as reasonably practicable after on the date hereofof commencement of the Offer, Parent and in any event within five business days from Purchaser shall file with the date hereof, Purchaser and Parent shall amend their SEC a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments, supplements and exhibits thereto, the "“Schedule 14D-1"TO”) with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffOffer. The Schedule 14D-1 will TO shall contain a supplement or incorporate by reference an offer to the Offer to Purchase dated April 21, 1997 purchase and revised forms of the related letter of transmittal and all other ancillary Offer documents (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further all amendments, supplements or amendments and exhibits thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Company shall promptly provide Parent with all information concerning the Company that is required to be included in the Offer Documents. Parent and all amendments thereto will comply in all material respects with Purchaser shall cause the Securities Exchange Act Offer Documents to be disseminated to the holders of 1934the Shares as and to the extent required by applicable federal securities laws. Parent and Purchaser, as amended (on the "Exchange Act")one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to shall cause the Schedule 14D-1 Offer Documents 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 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. (a) Provided that no event this Agreement shall not have been terminated in accordance with Section 8.01 hereof, none of the events set forth on paragraphs (a) through (f) of Annex II shall have occurred and be continuing and the Company is prepared (in accordance with Section 1.02(c)) to file with the United States Securities and Exchange Commission (the “SEC”) the Schedule 14D-9 on the same date as Merger Sub commences the Offer, as promptly as practicable after the Agreement Date (and in any event no circumstance later than ten (10) Business Days after the date of initial public announcement of this Agreement, provided that the Company has so complied with the Pennsylvania Takeover Disclosure Law (to the extent actions are required to be taken by it) and is prepared to file with the SEC the Schedule 14D-9), Merger Sub shall, and Parent shall exist which would result in a failure cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)), the Offer to satisfy any purchase all of the outstanding Shares at the Offer Price. The obligation of Merger Sub to accept for payment and pay for any Shares validly tendered and not properly withdrawn pursuant to the Offer shall be subject only to (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended from time to time hereunder), and not properly withdrawn, a number of Shares that, together with the Shares then directly or indirectly owned by Parent, represents at least a majority of all Fully Diluted Shares immediately prior to the Share Acceptance Time (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee) (the “Minimum Condition”), and (ii) the conditions or events set forth in Annex A hereto II (together with the "Minimum Condition, the “Offer Conditions"”). Merger Sub, Purchaser shall amend or Parent on behalf of Merger Sub, expressly reserves the Offer as soon as practicable after the date hereofright to waive, in its sole and absolute discretion, in whole or in part, any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes change in the terms and of or conditions of to the Offer; provided, however, that unless otherwise provided that, unless by this Agreement or previously approved by the Company in writingwriting (which approval may be granted or withheld by the Company in its sole and absolute discretion), (A) the Minimum Condition may not be waived or amended, (B) no change may be made which decreases the price per Share payable in the Offer, that changes the form of consideration payable in to be paid pursuant to the Offer, decreases the Offer (other than by adding consideration), reduces Price or the maximum number of Shares to be purchased sought in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Sharesin Annex II, or otherwise amends 01. Purchaser covenants and agrees that, subject Subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditionsshall expire at midnight, it will accept for payment and pay for Shares New York City time, on the date that is twenty (20) Business Days (calculated as soon as it is permitted to do so set forth in Rule 14d-1(g)(3) under applicable law, subject to the prior satisfaction of Exchange Act) following the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date commencement of the Offer (such time, the “Initial Expiration Date,” and such time, or such subsequent time to which the expiration of the Offer is extended in accordance with the terms of this Agreement, the “Expiration Date”). Notwithstanding anything in this Agreement to the contrary, unless this Agreement has been terminated in accordance with Section 8.01, (i) Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, without the consent of the Company, extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, for any period up to and including the Outside Date if on any then-scheduled Expiration Date any of the Offer Conditions has not been satisfied or waived in writing by Merger Sub (or Parent on its behalf), until such Expiration Date on which all Offer Conditions shall then be satisfied or, to the extent permitted, waived, (ii) Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, 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 NASDAQ Stock Market applicable to the Offer, (iii) except to the extent otherwise agreed in writing by the Company prior to any then-scheduled Expiration Date, Merger Sub (or Parent on its behalf) shall extend the Offer on one or more occasions, in consecutive increments of up to ten (10) Business Days each, up to and including the Outside Date, until the condition set forth in clause (ii) of the first paragraph of Annex II related to the HSR Act is satisfied or waived in writing by Merger Sub (or Parent on its behalf) and (iv) if on any scheduled Expiration Date, the Minimum Condition is not satisfied but all other Offer Conditions are satisfied, then Merger Sub (or Parent on its behalf) shall extend the Offer on a single occasion for a ten (10) Business Day period; provided, however, that Merger Sub shall not be required to extend the Offer pursuant to this sentence beyond the Outside Date. Notwithstanding anything in this Agreement to the contrary, Merger Sub (or Parent on its behalf) may increase the Offer Price and extend the Offer up to and including the Outside Date to the extent required by Law in connection with such increase, in each case, in its sole and absolute discretion and without the consent of the Company. Following the expiration of the Offer, Merger Sub (or Parent on its behalf) may, in its sole and absolute discretion, provide a subsequent offering period or one or more extensions thereof (a “Subsequent Offering Period”) in accordance with Rule 14d-11 under the Exchange Act, if, as a result of any extensions thereof)the commencement of such period, there shall not have been validly tendered more than 80% but less than 90% (without regard to Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in satisfaction of such guarantee), and not properly withdrawn pursuant to the outstanding Offer that number of Shares so that necessary to permit the Merger could not to be effected without a meeting of shareholders of the Company's stockholders Company in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(iiSection 1924(b)(1)(ii) of the Pennsylvania Business Corporation Law (the “Business Corporation Law”). Subject to the foregoing, including the requirements of Rule 14d-11 under the Exchange Act, and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, as promptly as practicable (within the meaning of Rule 14e-1(c) of the Exchange Act), (1) after the Expiration Date, all Shares validly tendered and not properly withdrawn pursuant to the Offer Conditions and and/or (ii2) the absence of all Shares validly tendered in any intentional breach Subsequent Offering Period. The Company agrees that no Shares held by the Company or any of its Subsidiaries will be tendered pursuant to the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on Offer. Merger Sub shall be entitled to deduct and withhold from the Corporation. It is agreed that consideration otherwise payable pursuant to the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any holder of Shares such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except amounts as Merger Sub is required to deduct and withhold with respect to the Minimum Conditionmaking of such payment under the Code, may or any provision of state, local or foreign Laws relating to Taxes. If the payment of the Offer Price is to be waived made to a Person other than the Person in whose name the tendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so tendered be properly endorsed or shall be otherwise in proper form for transfer, and (y) the Person requesting such payment shall have paid all transfer and other Taxes required by Purchaserreason of the payment of the Offer Price to a Person other than the registered holder of the Certificate tendered, or required for any other reason relating to such holder or requesting Person, or shall have established to the satisfaction of Parent and Merger Sub that such Tax either has been paid or is not required to be paid. To the extent that amounts are so withheld and paid over to the appropriate Tax authority by Merger Sub, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Shares in whole or in part at respect of which such deduction and withholding were made by Merger Sub. Merger Sub shall not terminate the Offer prior to any time and from time to time, scheduled Expiration Date without the prior written consent of the Company (in its sole and absolute discretion), except if this Agreement is terminated pursuant to Section 8.01. Purchaser shall terminate If the Offer upon termination of is terminated by Parent or Merger Sub, or this Agreement pursuant is terminated prior to its termsthe purchase of Shares in the Offer, Merger Sub shall promptly (within the meaning of Rule 14e-1(c) of the Exchange Act) return, and shall cause any depositary acting on behalf of Merger Sub to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (b) As soon promptly as reasonably practicable after on the date hereofof commencement of the Offer, Parent and in any event within five business days from the date hereof, Purchaser and Parent Merger Sub shall amend their (i) file a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997all amendments, and shall file such amendment supplements thereto and including exhibits thereto, the “Schedule TO”) with the SEC. The Company and its counsel , which shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the an Offer to Purchase dated April 21reflecting the material terms and conditions of this Agreement, 1997 and revised forms a form of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documentsancillary Offer documents and instruments, if any, in respect of the Offer (together with the Schedule TO, collectively, together with any further amendments or supplements or amendments thereto, are referred to herein collectively as the "“Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"”), and (ii) subject to the rules Company’s compliance with Section 1.02(c), cause the Offer Documents to be disseminated to holders of Shares as and regulations promulgated thereunderto the extent required by applicable Law. The Company shall promptly furnish to Parent and Merger Sub in writing all information concerning the Company that may be required by applicable Law for inclusion in the Offer Documents. Each of Parent, Purchaser Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Purchaser further Merger Sub agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected or supplemented, to be filed with the SEC and the other Offer Documents Documents, as so corrected or supplemented, to be disseminated to holders of Shares, in each case as as, and to the extent extent, required by applicable federal securities lawsLaw. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO before it is filed with the SEC, and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Parent and Merger Sub shall promptly provide the Company and its counsel with copies of any written comments or communications, and shall inform them of any oral comments or communications, that Parent, Merger Sub or their counsel may receive after the Agreement Date from the SEC or its staff with respect to the Offer Documents or otherwise with respect to the Offer promptly after receipt of those comments or other communications. The Company and its counsel shall be given a reasonable opportunity to review any written responses to such SEC comments and Parent and Merger Sub shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to purchase any Shares that Merger Sub becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as As soon as practicable after the date hereofof this Agreement, and in any event within five during the period of seven business days from beginning on the date hereofday of the first public announcement that Parent and the Company have entered into this Agreement, Sub will commence the Offer. The consideration Sub will pay under the Offer for Shares validly tendered and not subsequently properly withdrawn will be: (i1) to increase the purchase price offered to $21.00 2.84 per Share, net to the seller in cash and without interest; or (ii2) such greater consideration per Share, if any, as Sub may, in its sole discretion, offer in the Offer Documents to pay for each of those Shares. If any party terminates this Agreement under Article Nine at any time prior to the acceptance for payment by Sub of Shares under the Offer, Sub may, in its sole discretion, without the consent of the Company and notwithstanding Section 1.01(b) to modify the contrary, make any change in the terms and conditions of the Offer to conform to and revise the Offer Conditions and Documents accordingly. (iiib) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser Sub to accept for payment and pay for Shares validly tendered shall in the Offer and not subsequently properly withdrawn will be subject to the satisfaction of the Offer Conditions. Purchaser Sub expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in of the Offer Conditions) and Conditions or make any other changes change in the terms and conditions of the Offer, provided except that, unless previously approved by without the Company in writingprior written consent of the Company, no Sub will not: (1) waive or make any change may be made which decreases the price per Share payable in the Minimum Tender Condition; (2) reduce the maximum number of Shares it will purchase under the Offer, changes the form of consideration payable in ; (3) decrease the Offer (consideration or, other than by adding consideration), reduces change the maximum number form of Shares to be purchased the Offer consideration; or (4) make any change in the Offer, or imposes conditions addition to the Offer Conditions or otherwise amend the Offer in addition to those set forth herein which are a manner adverse to the holders of Common Stock. For purposes of clause (4) above, none of the Shares. Purchaser covenants and agrees that, subject following will constitute a change in the Offer in a manner adverse to the terms and conditions holders of this Agreement, including but not limited Common Stock: (1) any increase in or addition to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction consideration; or (2) any extension of the Offer Conditions. Notwithstanding beyond the immediately preceding sentence, Purchaser then scheduled Expiration Date: (A) for any period any applicable Governmental Requirement or any interpretation thereof or position thereunder by the SEC may extend the Offer, notwithstanding the prior satisfaction require; (B) in increments of the Offer Conditions, for up to not more than five business days and then thereafter each, if Parent has reasonably determined that any Offering Condition is not capable of being satisfied on a day-to-day basis or prior to that scheduled Expiration Date; (C) for one or more periods, up to another five a total of 10 business daysdays for all those periods, if if, notwithstanding that all Offer Conditions are satisfied or waived by Sub, to the extent waivable by Sub, as of the expiration date of the Offer (including as a result of any extensions thereof)that scheduled Expiration Date, there shall have been tendered more than 80% but less than 90% of the all outstanding Shares so that have been validly tendered and not subsequently properly withdrawn; or (D) for any period or periods, if, prior to the Merger could not be effected without a meeting acceptance for payment by Sub of Shares under the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentenceOffer, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in has terminated this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsunder Section 9.01(a)(4). (bc) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with Commencement Date, Parent and Sub will file the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment Schedule TO with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of SharesThereafter, in each case as and to the extent required by any applicable federal securities lawslaw so requires, Parent will: (1) promptly correct any information in the Offer Documents or the Schedule 14D-9 which is or has become false or misleading in any material respect concerning it or its Affiliates or the Company, provided that, in the case of information concerning the -2- Company, the Company shall have furnished the corrected information to Parent under Section 1.02(b); (2) cause the Schedule TO, as so corrected or otherwise changed, to be promptly filed with the SEC; and (3) take all lawful action necessary to cause the Offer Documents, as originally filed with the SEC and as thereafter so corrected or otherwise changed, to be disseminated to the holders of Shares. (d) For purposes of Section 7.05, Parent will supply to the Company in writing and be solely responsible for any information concerning Parent and Sub and their nominees, directors, officers and Affiliates which Section 14(f) of the Exchange Act and Exchange Act Rule 14f-1 require be disclosed to the Company's stockholders. (e) Parent will provide to Sub the funds necessary to enable Sub, as soon as practicable after the Offer expires and the satisfaction or waiver of the Offer Conditions, to accept for payment and pay for all Shares validly tendered in the Offer and not subsequently properly withdrawn. (f) In this Section 1.01, the terms "commence" and "public announcement" have the meanings Exchange Act Rule 14d-2 specifies.

The Offer. (a) Provided Subject to the provisions of this Agreement (including, without limitation, Annex A attached hereto), and provided that this Agreement has not been terminated in accordance with Article IX hereof, as promptly as practicable but in no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other later than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer defined in Rule 14d-1(e)(6) (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1Business Days") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), after the announcement of this Agreement, Merger Sub will commence the Offer. (i) The obligation of Merger Sub to accept for payment, purchase and pay for any Shares tendered pursuant to the Offer shall be subject to the satisfaction or waiver of the conditions set forth in Annex A attached hereto (the "Offer Conditions") (including the Offer Condition that at least that number of Shares equivalent to a majority of the total Shares issued and outstanding on a fully diluted basis on the date such shares are purchased pursuant to the Offer shall have been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition")). Merger Sub expressly reserves the right to modify the terms of the Offer and to waive any condition of the Offer, except that, Merger Sub will not, without the prior written consent of the Company (i) decrease the amount or change the form of consideration payable in the Offer, (ii) decrease the number of Shares sought in the Offer, (iii) impose additional conditions to the Offer, (iv) change any Offer Condition or amend any other term of the Offer if any such change or amendment would be materially adverse in any respect to the holders of Shares (other than Parent or Merger Sub), (v) except as provided below, extend the Offer if all of the Offer Conditions have been satisfied or (vi) amend or waive the Minimum Condition. (ii) Subject to the terms and conditions hereof, the Offer shall expire at 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 under the Exchange Act) (the "Scheduled Expiration Date"); provided, however, that without the consent of the Company, Merger Sub may (x) extend the Offer, if on the Scheduled Expiration Date of the Offer any of the Offer Conditions shall not have been satisfied or waived, for one (1) or more periods (none of which shall exceed ten (10) Business Days), provided that Merger Sub may not extend the expiration of the Offer past sixty (60) days from the date of this Agreement, unless the waiting period applicable to the transactions contemplated by this Agreement under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR Act"), has not terminated or expired in which case Merger Sub may not extend the offer past the date set forth in Section 9.2(i), or (y) extend the Offer for such period as may be required by any rule, regulation, interpretation or position of the Securities and Exchange Commission ("SEC") or the staff thereof applicable to the Offer or (z) 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 fifteen (15) Business Days beyond the latest expiration date that would otherwise be permitted under clause (x) or (y) 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 which would equal more than ninety percent (90%) of the Shares issued and outstanding on a fully- diluted basis. Parent shall cause Merger Sub to, and agrees to use its best efforts to, consummate the Offer as soon as legally permissible, subject to Merger Sub's right to extend the Offer as provided in this Section 1.1(b)(ii). (iii) Merger Sub agrees that if all of the Offer Conditions are not satisfied on the Scheduled Expiration Date, then, provided that all such conditions are and continue to be reasonably probable of being satisfied by the date that is forty-five (45) days after the commencement of the Offer, Merger Sub shall extend the Offer for one period of not more than five (5) Business Days if requested to do so by the Company; provided that Merger Sub shall not be required to extend the Offer beyond forty-five (45) days after commencement of the Offer or, if earlier, the date of termination of this Agreement in accordance with the terms hereof. (iv) On the terms of the Offer and subject to the satisfaction or waiver of the Offer Conditions and the rules terms of this Agreement, Merger Sub shall (A) be obligated to purchase all Shares validly tendered and regulations promulgated thereunder. Parent, Purchaser and not withdrawn on the Company each agrees promptly to correct any information provided by it for use in earliest date that all of the Offer Documents Conditions are satisfied or waived and (B) pay for all Shares validly tendered and not withdrawn pursuant to the Offer that shall have become false Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer. Notwithstanding any other provision of this Agreement, the Stock Option Agreement or misleading in the Shareholders Agreement, any material respect, reference to a majority of the total issued and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of outstanding shares or Shares, in each case as and or shares or Shares outstanding on a fully diluted basis, or similar references, shall, for purposes of such agreements, exclude from the determination thereof any shares of Common Stock issuable upon exercise of or subject to the extent required by applicable federal securities lawsStock Option Agreement and any reference to beneficial ownership of shares of Common Stock or similar references shall, for purposes of such agreements, exclude from the determination thereof any shares of Common Stock issuable upon exercise of or subject to the Stock Option Agreement and/or the Shareholders Agreement.

The Offer. (a) Provided that no event this Agreement shall not have been terminated in accordance with Section 8 and that none of the events or conditions set forth in clause (c), (d), (e)(ii), (e)(iii) (with respect to the Company’s obligations and covenants in Section 1.1(b), Section 1.2, Section 6.5(b) and Section 6.7(a)(iii)(A), and the Company’s representations and warranties in Section 3.2, Section 3.23, Section 3.24 and Section 3.26, in each case to the extent the same are required to be complied with, or be true and correct, as applicable, in order for Parent and Purchaser to commence the Offer), or (e)(iv) of Annex A hereto shall have occurred and no circumstance be continuing and shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")not have been waived by Parent, Purchaser shall amend commence (within the meaning of Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) the Offer as soon promptly as practicable and in any event no earlier than five (5) business days after the date hereof and no later than ten (10) business days after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares validly tendered pursuant to the Offer and to pay the Per Share Amount for each such tendered and not subsequently withdrawn Share shall be subject only to the satisfaction of conditions set forth in Annex A hereto (the “Tender Offer Conditions”). Purchaser expressly reserves the right, in its sole discretion, right to waive any such condition (other than Tender Offer Condition, to increase the Minimum Condition as defined Per Share Amount payable in the Offer Conditions) Offer, and to make any other changes in to the terms and conditions of the Offer; provided, provided thathowever, unless previously approved by that without the prior written consent of the Company (which consent shall not be unreasonably withheld with respect to clauses (iii)(D) or (iii)(E) below): (i) the Minimum Condition (as defined in writingAnnex A) may not be waived; (ii) the conditions set forth in clause (b) (to the extent any such matter could result in a Restraint), clause (e)(i)(B), and clause (e)(ii) (insofar as it relates to clause (e)(i)(B)) in Annex A may not be waived if any such waiver would be reasonably likely to result in personal liability to any director, officer, or employee of any party hereto; and (iii) no change may be made which that (A) changes the form of consideration to be paid pursuant to the Offer, (B) decreases the price per Per Share Amount payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), C) reduces the maximum number of Shares to be purchased in the Offer, or (D) imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of in Annex A hereto, or (E) amends the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Tender Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions Conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of Annex A hereto in any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect manner adverse to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination holders of this Agreement pursuant to its termsShares. (b) As soon as reasonably practicable after On the date hereof, and in any event within five business days from of commencement of the date hereofOffer, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed file with the Securities and Exchange Commission (the "“SEC" or "Commission"”) a Tender Offer Statement on April 21Schedule TO (together with all amendments and supplements thereto, 1997, and shall file such amendment the “Schedule TO”) with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement respect to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto that will comply in all material respects with the Securities Exchange Act provisions of 1934, as amended all applicable Legal Requirements. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the "Exchange Act"“Offer to Purchase”) and forms of the related letter of transmittal and forms of notice of guaranteed delivery and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”), and the rules and regulations promulgated thereunder. Each of Parent, Purchaser and the Company each agrees promptly to correct promptly 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 Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC 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 lawsLegal Requirements. The Company shall promptly furnish to Parent and Purchaser all information concerning the Company that is required or reasonably requested by Parent or Purchaser in connection with the obligations relating to the Offer Documents contained in this Section 1.1(b). 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 give reasonable and good faith consideration to any comments made by the Company and its counsel. Parent and Purchaser shall provide the Company (in writing, if written), and consult with the Company regarding, any comments (written or oral) that Parent or Purchaser or their counsel may receive from the SEC or the SEC Staff with respect to the Offer Documents promptly after receipt of such comments. The Company and its counsel shall be given a reasonable opportunity to review and comment on any proposed responses before they are filed with the SEC and to participate in the response of Parent and Purchaser to such comments. (c) Subject to the terms and conditions thereof, the Offer shall remain open until midnight, New York City time, at the end of the twentieth (20th) business day after the date that the Offer is commenced (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, this Section 1.1(c) or as may be required by applicable Legal Requirements, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire. Unless this Agreement is terminated in accordance with its terms, Purchaser shall extend the Offer from time to time if (i) any Tender Offer Condition is not satisfied (or, in accordance with Section 1.1(a) above, waived by Parent or Purchaser) on or before the Expiration Date; or (ii) if any applicable Legal Requirement, rule, regulation, interpretation or position of the SEC or the staff of the SEC (the “SEC Staff”) thereof applicable to the Offer requires such extension. Purchaser shall extend the Offer pursuant to the immediately preceding sentence for consecutive periods of up to ten (10) business days each (or for such period as may be required by any applicable Legal Requirement, rule, regulation, interpretation or position); provided, however, that Purchaser shall not be required to extend the Offer beyond the Outside Date. If this Agreement is terminated prior to the Acceptance Date, Purchaser shall promptly (and in any event within twenty-four (24) hours) irrevocably and unconditionally terminate the Offer (and return, or cause to be returned, all tendered Shares to the registered holders thereof).

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions none of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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, events or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions circumstances set forth in clauses (a)(ii) or through (ii) or (d)(iivi) of the Offer Conditions Annex A hereto shall have occurred and be existing (and shall not have been waived by Parent) and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except shall have complied with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date applicable obligations under Section 1.2 hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 commence (within the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies meaning of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) the Offer as promptly as reasonably practicable after the date hereof, but in no event later than ten (10) business days after the date hereof. For the avoidance of doubt, Parent may consummate the Offer through Acquisition, its direct wholly owned subsidiary. (b) The obligation of Parent to accept for exchange, and to exchange the Offer Consideration for, Shares tendered pursuant to the Offer shall be subject only (i) to the satisfaction of the condition (the “Minimum Condition”) that, at the expiration of the Offer, there be validly tendered in accordance with the terms of the Offer (other than Shares tendered by guaranteed delivery where actual delivery has not occurred) and not withdrawn that number of Shares which represents not less than sixty-six and seven-tenths percent (66.7%) of (A) Shares then outstanding, plus (B) shares of Company Common Stock which the Company may be required to issue pursuant to Company Stock Options (as defined below) outstanding on the date hereof which do not terminate upon consummation of the Offer under Company Plans or otherwise (the “Fully-Diluted Shares”) and (ii) to the satisfaction (or waiver by Parent) of the other conditions set forth in Annex A hereto. Parent expressly reserves the right to waive any of such conditions (other than the Minimum Condition and the conditions set forth in clauses (c), (d) and (e) of the second paragraph of Annex A hereto and clauses (i)(A) and (ii) (solely to the extent such clause relates to clause (i)(A)) of Annex A hereto), to increase the consideration 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 decreases the Exchange Ratio for the Offer from that set forth herein, changes the form of consideration to be paid in the Offer, reduces the maximum number of Shares sought to be acquired in the Offer, imposes conditions to the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition, modifies or amends any of the conditions set forth in Annex A hereto (although such conditions may be waived as provided herein), makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the expiration date of the Offer. Notwithstanding the foregoing, Parent may (A) extend the Offer beyond the initial scheduled expiration date, which shall be twenty (20) business days following the date of commencement of the Offer (the “Initial Expiration Date” or, as extended pursuant hereto, the “Expiration Date”), or any subsequent scheduled expiration date, if, at the scheduled expiration of the Offer, any of the conditions to Parent’s obligation to accept for exchange, and to exchange the Offer Consideration 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 (B) 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. Each extension of the Offer pursuant to clause (A) of the preceding sentence shall not exceed the lesser of ten business days (or such longer period as the Company and Parent may agree in writing in any particular instance) or such fewer number of days that Parent reasonably believes are necessary to cause the conditions of the Offer set forth in Annex A hereto to be satisfied; provided, that no such extension or extensions shall occur after the earlier to occur of (1) the date on which all of the conditions of the Offer have been satisfied or waived and (2) the Final Date. In addition, if, at the Expiration Date, all of the conditions to the Offer have been satisfied (or, to the extent permitted by this Agreement, waived by Parent) but the number of Shares validly tendered and not withdrawn pursuant to the Offer constitutes less than ninety percent (90%) of the Shares then outstanding, without the consent of the Company, Parent shall have the right (subject to applicable law) to provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to twenty (20) business days after Parent’s acceptance for exchange of the Shares then tendered and not withdrawn pursuant to the Offer, in which event Parent shall (1) give the required notice of such subsequent offering period and (2) immediately accept for exchange, and promptly exchange the Offer Consideration for, all Shares tendered and not withdrawn as of such Expiration Date. (c) Subject to the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto as of the Expiration Date, Parent shall accept for exchange, and exchange the Offer Consideration (subject to subsection (g) below) for, all Shares validly tendered and not withdrawn pursuant to the Offer promptly after it is permitted to do so under applicable law. (d) In the event that this Agreement is terminated pursuant to Section 7.1 prior to acceptance of Shares for exchange pursuant to the Offer, Parent shall, or shall cause Acquisition to, promptly terminate the Offer without accepting any Shares previously tendered. (e) No fractions of a share of Parent Common Stock shall be issued in connection with the Offer, no dividends or other distributions with respect to Parent Common Stock shall be payable on or with respect to any such fractional share interest and such fractional share interests shall not entitle the owner thereof to vote or to any other rights of a stockholder of Parent. In lieu thereof, each tendering stockholder who would otherwise be entitled to a fractional share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would have been received by such stockholder) shall, upon surrender of his or her Certificate or Certificates (as defined below), be entitled to receive an amount of cash (without interest) determined by multiplying (i) the closing price of a share of Parent Common Stock as reported on the Nasdaq National Market (the “NASDAQ”) on the first date on which Parent accepts for payment all Shares validly tendered and not withdrawn pursuant to the Offer by (ii) the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (f) The Company agrees that no Shares held by the Company or any of its Subsidiaries (as defined below) will be tendered to Parent pursuant to the Offer. (g) As promptly as practicable on the date of commencement of the Offer, Parent shall file with the SEC (i) a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”) and (ii) a registration statement on Form S-4 to register, under the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunderthereunder (the “Securities Act”), the offer and sale of Parent Common Stock pursuant to the Offer and the Merger (together with all amendments, supplements and exhibits thereto, the “S-4”). The S-4 shall include a prospectus (the “Prospectus”) containing the information required under Rule 14d-4(b) promulgated under the Exchange Act. The Schedule TO shall include or contain as an exhibit an offer to exchange and form of the related letter of transmittal and all other ancillary Offer documents (collectively with the Prospectus, and together with all amendments, supplements and exhibits thereto and to the Prospectus, the “Offer Documents”). Parent 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. The Company shall provide Parent with such information with respect to the Company and its directors, officers and affiliates as shall be required to be included in the Offer Documents and S-4. Parent, Purchaser on the one hand, and the Company each agrees Company, on the other hand, shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall be or shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to shall cause the Schedule 14D-1 Offer Documents 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 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 agrees to provide the Company and its counsel with any comments, whether written or oral, that Parent 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 and to provide the Company with copies of all such responses, whether written or oral. No filing of, or amendment or supplement to, or written correspondence to the SEC or its staff with respect to, the Offer Documents shall be made by Parent without providing the Company and its counsel a reasonable opportunity to review and comment thereon. If at any time prior to the Effective Time, any information relating to Company or Parent, or any of their respective affiliates, officers or directors, should become known by Company or Parent, or Company, Parent or their respective subsidiaries shall take any action, which should be disclosed in an amendment or supplement to either the Offer Documents or the Schedule 14D-9, as the case may be, so that such documents would not include any misstatement of a material fact or omit any material fact necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which obtains knowledge of such information shall promptly notify the other party hereto and, to the extent required by law, rules or regulations, Company and Parent shall cooperate to cause an appropriate amendment or supplement to the applicable SEC filings disclosing such information promptly to be filed with the SEC and disseminated to the stockholders of Company (h) Parent agrees (i) to promptly upon the Company’s request provide all information about Parent and Acquisition required to be disclosed in the Schedule 14D-9, (ii) that all information provided by Parent for inclusion or incorporation by reference in the Schedule 14D-9 will not (at the respective times such materials, or any amendments or supplements thereto, are filed with the SEC, first published, sent or given to stockholders of the Company, the Offer expires or shares of Parent Common Stock are delivered in connection with the Offer, or at the Effective Time, as the case may be) 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 and (iii) to promptly correct any information provided by Parent for the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect. (i) Notwithstanding anything herein to the contrary, Parent, the Company or the Exchange Agent may withhold Offer Consideration as they reasonably deem necessary to satisfy their withholding obligations under applicable law, and the withholding of any such Offer Consideration for such purpose shall be treated as the payment thereof to the person from whom such amount was withheld for purposes of determining whether such person received amounts to which such person is entitled hereunder.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Article V hereof and no circumstance shall exist which would result in a failure to satisfy any none of the events or conditions or events set forth in Annex A I hereto (the "“Tender Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i”) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have occurred or be existing and not have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate (i) within the Offer upon termination meaning of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and including the rules and regulations promulgated thereunder. Parent, Purchaser the “Exchange Act”) and within the meaning of The Securities Regulation Code of the Philippines (including the rules and regulation promulgated thereunder, the “SRC”), as promptly as reasonably practicable (but in any event no later than the Final Launch Date (as defined below)), commence (such date on which the offer commences in the United States, the “Launch Date”) an offer to purchase (or, if required by applicable Law commence separate offers in the United States and the Company each agrees promptly Philippines to correct any information provided by it for use in purchase) all outstanding Common Shares and ADSs at the Offer Documents that shall have become false Price, (ii) as promptly as reasonably practicable (on or misleading in any material respectprior to the Launch Date), file a Tender Offer Statement on Schedule TO and Parent and Purchaser further agree to take all steps other necessary to cause the Schedule 14D-1 as so corrected to be filed documents with the SEC United States Securities and Exchange Commission (the other Offer Documents as so corrected to be disseminated to holders “SEC”) and a Form 19-1 with the Philippine Securities and Exchange Commission (the “PSEC”) and make all announcements, deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act and under Rule 19 of Sharesthe SRC, in each case in connection with the Offer (together, such documents as may be amended and supplemented, the “Offer Documents”) and (iii) use reasonable efforts to consummate the Offer, subject to the terms and conditions thereof. Company shall cooperate and give all reasonable assistance to Purchaser to enable Purchaser to comply with the foregoing provisions, including promptly and accurately providing to Purchaser any and all information and documents reasonably requested by Purchaser for this purpose. The obligation of Purchaser to accept for payment or pay for any Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver by Purchaser of the conditions set forth in Annex I hereto. Company agrees that no Shares held by Company or any of its Subsidiaries will be tendered to Purchaser pursuant to the Offer. For the purpose of this Agreement, the “Final Launch Date” shall be the date that is twenty-five (25) business days following public announcement of this Agreement; provided; however, if at 11:59 pm New York City time on the twenty-fifth business day following public announcement of this Agreement, either the SEC or PSEC has not granted in writing exemptive relief from compliance with, and taken a “no action” position with respect to, (with respect to the SEC) the rules promulgated under the Exchange Act and (with respect to the PSEC) the rules and regulations promulgated under the PCC and SRC, in connection with the Offer, as described in Schedule 1.1(a) attached hereto (the “No Action Relief”), but Purchaser (i) has submitted to the SEC or PSEC a draft or final request for such relief and (ii) is using all reasonable efforts to pursue the No Action Relief, such time period shall automatically extend until the date that is five (5) business days after Purchaser has received the No Action Relief; provided further that if, on what would otherwise be the Final Launch Date, Purchaser is still preparing or finalizing the Offer Documents and/or making or finalizing preparations to commence the Offer and is using all reasonable efforts to do so, the Final Launch Date shall automatically extend for an additional ten (10) business days. The obligation of the Purchaser to commence the Offer as provided in this Section 1.1(a) is subject to Purchaser not being entitled to terminate this Agreement pursuant to Section 5.4(d). Following the date hereof, the parties hereto shall use their reasonable efforts to commence the Offer as promptly as reasonably practicable. (b) Purchaser expressly reserves the right to amend or waive any of the conditions set forth in Annex I hereto (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the extent required terms of the Offer; provided that without the prior written consent of Company, Purchaser shall not decrease the Offer Price or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, impose additional conditions to the Offer, amend the Minimum Condition (as defined in Annex I hereto) or amend any other term of the Offer in any manner adverse to the holders of Shares. The Offer shall remain open at least until the date that is 20 business days after the commencement of the Offer (the “Expiration Date”), unless Purchaser shall have extended the period of time for which the Offer is open in accordance with the terms of this Agreement, in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the Tender Offer Conditions are not satisfied or waived by Purchaser, Purchaser may extend the Offer from time to time; provided, however, Purchaser may not extend the Offer beyond the 60th day following the Launch Date without Company’s prior written consent. Subject to the terms of the Offer and this Agreement and the satisfaction of all the Tender Offer Conditions as of the Expiration Date, Purchaser will accept for payment and pay for all Shares validly tendered and not validly withdrawn pursuant to the Offer as soon as practicable but in any event no later than ten (10) business days after the Expiration Date (the date that Purchaser accepts for payment all Shares validly tendered and not validly withdrawn pursuant to the Offer shall be referred to as the “Acceptance Date”), the date that Purchaser pays for such Shares, which shall in any event occur no later than ten (10) business days after the Acceptance Date, shall be referred to as the “Payment Date” and for the avoidance of doubt, the Payment Date for the Offer in respect of the ADSs will be as promptly as practicable, subject to applicable federal securities lawsLaw, on the Acceptance Date and references in this Agreement to Payment Date relating to ADSs will be considered to mean the relevant Acceptance Date). Without the prior written consent of Company, Purchaser shall not accept for payment or pay for any Shares in the Offer if, as a result, Purchaser would acquire less than the number of Shares necessary to satisfy the Minimum Condition (as defined in Annex I). Purchaser may provide a subsequent offering period after the Expiration Date, in accordance with Rule 14d-11 under the Exchange Act and Rule 19 under the SRC immediately following the Acceptance Date on substantially the same terms as the Offer and keep such subsequent offer open for at least 20 business days after the commencement of such subsequent offering period (the “Subsequent Offering”). As used in this Agreement, a “business day” shall mean any day of the year other than a Saturday, Sunday or any other day on which banks located in New York, New York USA or Makati City or Manila, Philippines are generally closed for business.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 8.01 and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A hereto shall have occurred or be existing (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any unless such event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser), in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 cause Purchaser to commence (within the "Schedule 14D-1"meaning of Rule 14d-2(a) with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act")), and Purchaser shall commence, the rules Offer at the Per Share Amount as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment and regulations promulgated thereunderpay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "Minimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its direct or indirect subsidiaries and any Shares purchased pursuant to the Stockholders Agreement, constitute a majority of the then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the per Share Amount, and to make any other changes in the terms and conditions of the Offer; provided, however, that (notwithstanding Section 8.04) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (D) 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 (E) changes or waives the Minimum Condition. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, 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), Purchaser shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer and the other Transactions (as hereinafter defined). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company each agrees promptly agree to correct promptly any information provided by it any of them for use in the Offer Documents that which shall have become false or misleading in any material respectmisleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of 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 and any amendments thereto prior to the filing thereof with the SEC. Parent and Purchaser will provide the Company and its counsel with a copy of any written comments or telephonic notification of any verbal 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 responses and telephonic notification of any verbal 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 to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined herein).

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 9.01 and no circumstance shall exist which would result in a failure to satisfy any that none of the conditions or events set forth in clauses (a) through (i) of Annex A hereto (the "Offer Conditions")shall have occurred or be continuing, Purchaser shall amend commence the Offer as soon promptly as reasonably practicable after the date hereof, and but in any no event within later than five (5) business days from after the date hereof, (i) initial public announcement of Purchaser’s intention to increase commence the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsOffer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (i) the condition (the “Minimum Condition”) that at least the number of Shares that shall constitute a majority of the then outstanding Shares on a Fully Diluted Basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction of each of the Offer Conditionsother conditions set forth in Annex A hereto. Purchaser expressly reserves the right, in its sole discretion, right to waive any such condition (other than condition, to increase the Minimum Condition as defined price per Share payable in the Offer Conditions) Offer, and to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless previously approved by the Company in writing, writing no change may be made which that (i) amends or waives the Minimum Condition, (ii) decreases the price per Share payable in the Offer, (iii) changes the form of consideration payable to be paid in the Offer Offer, (other than by adding consideration), iv) reduces the maximum number of Shares to be purchased in the Offer, or (v) imposes conditions to the Offer in addition to those set forth herein which are adverse in Annex A hereto, (vi) amends the conditions to holders the Offer set forth in Annex A so as to broaden the scope of such conditions to the Shares. Purchaser covenants and agrees thatOffer, subject (vii) extends, except as provided for below, the Offer or (viii) makes any other change to any of the terms and conditions of this Agreement, including but not limited the Offer that is adverse to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction holders of the Offer ConditionsShares. Notwithstanding the immediately preceding sentenceforegoing, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate (i) extend the Offer upon termination Offer, until such time as either (A) all of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect conditions to the Offer have been satisfied 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 was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel initially shall be given the opportunity to review the Schedule 14D-1 before it is filed 20 business days (calculated in accordance with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with 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 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. 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 (as defined below) shall reserve the right to, extend 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 terms of the Offer, prior to the expiration of the Offer (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 rules then outstanding Shares on a Fully Diluted Basis. 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 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 regulations 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 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. (b) As promptly as reasonably practicable on the date of commencement of the Offer, Parent shall cause Purchaser to (i) file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer and (ii) cause the Offer Documents to be disseminated to all holders of Shares in accordance with Rule 14d-4 promulgated thereunderunder the Exchange Act. The Schedule TO shall contain or shall incorporate by reference an offer to purchase (the “Offer to Purchase”) and forms of the related letter of transmittal and any related summary advertisement (the Schedule TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the “Offer Documents”). 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 each agrees promptly to correct promptly any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC 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 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. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 8.1 hereof and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A hereto (the "Offer Conditions")I shall have occurred and be existing, Purchaser shall amend the Offer as soon promptly as practicable (but in no event later than five (5) business days after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions public announcement of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions execution of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate commence (within the Offer upon termination meaning of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with 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 in Annex I hereto and reflecting, where appropriate, the other terms set forth in this Agreement. The Purchaser shall not amend or waive the Minimum Condition (other than, at Purchaser's option, to lower the Minimum Condition to a majority of the issued and outstanding Common 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 Minimum Condition, will not have been satisfied or waived, the 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 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. (b) If more than 9,158,155 Shares are validly tendered prior to the expiration date, as may be extended pursuant to Section 1.1(a), and not withdrawn, the rules Purchaser will, upon the terms and regulations promulgated thereundersubject 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. ParentSubject to the terms of this Agreement, the Purchaser reserves the right (but shall not be obligated) to accept for payment more than 9,158,155 Shares pursuant to the Offer. (c) As soon as practicable on the date the Offer is commenced, Parent and the Purchaser shall file with the United States Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published 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 each agrees promptly to correct any expressly for inclusion in the Offer Documents. The information provided supplied by it the Company expressly for use inclusion in the Offer Documents that shall have become false and by Parent or misleading the 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 respectfact required to be stated therein or necessary in order to make the statements made therein, and in light of the circumstances under which they were made, not misleading. (d) Each of Parent and the Purchaser further agree to will take all steps necessary to cause the Schedule 14D-1 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. (a) 2.1. The Offer. --------- 2.1.1. Provided that no event (i) this Agreement shall not have occurred been terminated in accordance with Section 10.1, and no circumstance shall exist which would result in a failure to satisfy any (ii) none of the conditions or events set ------------ forth in Annex A hereto (shall have occurred or be existing, upon the "Offer Conditions"), Purchaser shall amend terms and ------- subject to the Offer conditions set forth herein and as soon as practicable after following the date hereofexecution and delivery hereof by the parties hereto, and in any event within five business days from the date hereof, (i) Company shall commence a cash tender offer to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions acquire all of the Offer to conform to issued and outstanding Shares, including the Offer Conditions and associated preferred share purchase rights, for $17.00 per Share (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in recitals hereto, the terms and conditions of the "Offer, provided that, unless previously approved by the "). The Company in writing, no change may shall not be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Shares ----- required to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted tendered pursuant to do so under applicable lawthe 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 prior satisfaction seller in cash, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions of the Offer Conditions. Notwithstanding (including, without limitation, the immediately preceding sentenceMinimum Condition), Purchaser may extend as promptly as practicable following the expiration of the Offer, notwithstanding the prior satisfaction 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 Offer Conditionsconditions set forth in Annex --------- ----- A shall not have been satisfied, for up to five business days and then thereafter on a day-to-day basis for up to another five business daysthe Company shall, if as at the direction of TNF, - extend the expiration date of the Offer (including as from time to time until a result of any extensions thereof)date not later than July 31, there shall have been tendered more than 80% but less than 90% of 1999. 2.1.3. Upon the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be terms and subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) herein, concurrently with the commencement of the Offer Conditions and (ii) the absence of any intentional breach by Offer, the Company of shall file with the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their SEC an Issuer Tender Offer Statement on Schedule 14D-1 13E-4 (together with all amendments and supplements thereto, the "Schedule 14D-113E-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 which was originally filed with Offer, the Securities Stock -------------- Purchase, the Asset Dropdown, the Merger and Exchange Commission 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 "SEC" or "CommissionOffer to Purchase") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal transmittal, any ----------------- related summary advertisement and any other documents related to the Offer (which the Schedule 14D-113E-4, the Schedule 13E-3, the Offer to Purchase and such other documents, together with any further all supplements or and amendments thereto, are being referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act Each of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees and TNF --------------- shall correct promptly to correct any information provided by it for use in the Offer Documents that which shall have become false or misleading in any material respectmisleading, and Parent each of the Company and Purchaser further agree to TNF shall take all steps actions necessary to cause the Schedule 14D-1 13E-4 and the Schedule 13E-3, 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 Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in Annex I to this Agreement which has a Material Adverse Effect on shall have occurred, the Corporation. It is agreed that the Offer Conditions are for the benefit Purchaser (or one or more other direct or indirect wholly-owned subsidiaries of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other Parent) shall, not later than any action or inaction by Purchaser or Parent constituting a breach one business day after execution of this Agreement) or, except with respect to publicly announce the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereoftransactions contemplated hereby, and in any event within not later than five business days from after execution of this Agreement, commence (within the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies meaning of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase all Shares at a price of $24.00 per Share, net to the seller in cash (the "Offer," which term shall include any amendments to such Offer not prohibited by this Agreement) and, subject to a minimum of not less than a majority of the outstanding Shares (on a fully-diluted basis) being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and the further conditions set forth in Annex I of this Agreement, shall consummate the Offer. The Offer shall be made by means of an offer to purchase containing the Minimum Condition and the further conditions set forth in Annex I. The Purchaser hereby covenants and agrees that it shall hold the Offer open for no less than 25 business days. Simultaneously with the commencement of the Offer, the Purchaser shall file with the Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (the "Schedule 14D-1"). Notwithstanding the foregoing, in the event any of the conditions set forth in Annex I to this Agreement shall have occurred, the Purchaser may terminate the Offer. In the event the Purchaser terminates the Offer, it may, subject to the prior written approval of the Board of Directors of the Company, seek the approval of the Company's stockholders for the Merger pursuant to the applicable provisions of the General Corporation Law of the State of Delaware, as amended ("Delaware Law"), as provided in Section 6.11. In such event, the Company shall take all necessary action to call a special meeting of its stockholders to seek such approval, and to prepare and file with the rules Commission a proxy statement relating to such special meeting, all in accordance with Sections 6.1 and regulations promulgated 6.2 hereof. (b) The Purchaser expressly reserves the right to modify the terms and conditions of the Offer from time to time, except that, without the prior written approval of the Company, the Purchaser shall not amend the Offer (i) to reduce the cash price per Share to be paid pursuant thereto, (ii) to reduce the number of Shares to be purchased thereunder. Parent, Purchaser and (iii) to change the Company each agrees promptly form of consideration to correct any information provided by it for use be paid in the Offer Documents that shall have become false or misleading in any material respectOffer, and Parent and Purchaser further agree (iv) to take all steps necessary to cause increase the Schedule 14D-1 minimum number of Shares which must be tendered 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 a condition to the extent Offer, (v) to waive the Minimum Condition if such waiver would result in less than a majority of the outstanding Shares being accepted for payment or paid for pursuant to the Offer, (vi) to impose additional conditions to the Offer, (vii) to extend the period of the Offer beyond 60 days, except that the Offer may be extended beyond 60 days (subject to the Company's right of termination in Section 8.1 herein), without the prior written approval of the Company, if all required by waiting periods under applicable federal securities lawslaw have not expired or (viii) otherwise to amend the terms of the Offer (including the conditions set forth in Annex I) in a manner that is materially adverse to stockholders of the Company.

The Offer. (a) Provided that no event (i) this Agreement shall not have occurred been terminated in accordance with Section 8.1, (ii) the Company is prepared (in accordance with Section 2.2(b)) to file the Schedule 14D-9 on the same date as the Purchaser commences the Offer and no circumstance shall exist which would result in a failure to satisfy any (iii) none of the conditions or events set forth in clauses (i) through (vii) of Annex A hereto (the "Offer Conditions")I shall have occurred or be continuing, Purchaser shall amend the Offer as soon promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, the Purchaser shall (and in any event Parent shall cause the Purchaser to) commence, within five business days from the date hereofmeaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Offer to purchase all the outstanding Shares at the Offer Price, subject to: (i) the condition that there being validly tendered in the Offer and not properly withdrawn prior to increase the purchase price offered Expiration Date that number of Shares which, together with the number of Shares (if any) then beneficially owned by Parent or the Purchaser or with respect to $21.00 per Sharewhich Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis as of immediately following the Acceptance Time (excluding from the number of tendered Shares, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee)) and entitled to vote in the election of directors or (if a greater majority) on the adoption of this Agreement (collectively, the “Minimum Condition”); and (ii) to modify the conditions satisfaction, or written waiver (where permitted by applicable Law) by Parent or the Purchaser, of the Offer to conform to the Offer Conditions other conditions and requirements set forth in Annex I. (iiib) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject Subject to the satisfaction of the Minimum Condition and the satisfaction, or written waiver (where permitted by applicable Law) by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall (and Parent shall cause and enable the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer Conditionspromptly after the Purchaser is legally permitted to do so under applicable Law in accordance with the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 3.2(f). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and the Purchaser expressly reserves reserve the rightright to waive (where permitted by applicable Law), in its their sole discretion, in whole or in part, any of the conditions set forth on Annex I, to waive any such condition (other than the Minimum Condition as defined in increase the Offer Conditions) and Price or to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no the Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless 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 twenty-one (21) Business Days following the commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer in addition to those (including the Minimum Condition and the other conditions and requirements set forth herein which are adverse in Annex I) have not been satisfied or, where permitted by applicable Law, waived in writing by Parent or the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to holders twenty (20) Business Days each, in order to permit the satisfaction of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SharesU.S. Securities and Exchange Commission (the “SEC”) or its staff. Notwithstanding the foregoing, the Purchaser covenants shall not be required to extend the Offer for any reason beyond September 17, 2011 (the “Outside Date”). (f) Notwithstanding the foregoing, if necessary to obtain sufficient Shares to reach the Short Form Threshold, the Purchaser shall (and agrees thatParent shall cause the Purchaser to), subject provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not more than twenty (20) Business Days in the aggregate; provided, however, that if the Purchaser exercises the Top Up Option pursuant to Section 2.4, it shall not be required to provide for a “subsequent offering period.” Subject to the terms and conditions of this AgreementAgreement and the Offer, including but not limited the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer Conditions, it during any such “subsequent offering period”. The Offer Documents will accept provide for payment and pay for Shares as soon as it is permitted the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 2.1(f). (g) The Purchaser shall not terminate the Offer prior to do so under applicable law, subject to any scheduled Expiration Date without the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting written consent of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension except if this Agreement is terminated pursuant to Article VIII. If this sentenceAgreement is terminated pursuant to Article VIII, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate (and Parent shall cause the Offer upon termination of this Agreement pursuant to its terms. Purchaser to) promptly (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from twenty four (24) hours of such termination), irrevocably and unconditionally terminate the date hereofOffer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall (and Parent shall amend their cause the Purchaser to) promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date of the commencement of the Offer, Parent and the Purchaser shall file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with all amendments, supplements and exhibits thereto, the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the “Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffTO”). The Schedule 14D-1 will contain a supplement to TO shall include, as exhibits, the Offer to Purchase dated April 21Purchase, 1997 a form of letter of transmittal, a form of summary advertisement and revised forms other ancillary Offer documents and instruments, if any, in respect of the related letter of transmittal Offer (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments and supplements or amendments theretothereto and the Schedule TO, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Parent and all amendments thereto will comply in all material respects with the Securities Exchange Act Purchaser agree to cause the Offer Documents to be disseminated to holders of 1934Shares, as amended (and to the "extent required by the Exchange Act"). Parent and the Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 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 lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company with (i) a copy of any written comments or telephonic notice of any oral comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to provide comments on that response (to which due consideration shall be given) and to participate in such response, including by participating in any discussions with the SEC. (i) Parent shall provide or cause to be provided to the Purchaser on a timely basis the funds necessary to pay for any Shares that the Purchaser becomes obligated to purchase pursuant to the Offer.

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders terminated in accordance with the applicable provisions Section 8.01 hereof and none of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions events set forth in clauses (a)(ia) or through (ii) or (d)(iig) of Annex I hereto shall have occurred or exist, the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representationsPurchaser shall, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 cause the Purchaser to, commence (within the "Schedule 14D-1"meaning of Rule 14d-2(a) with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer as promptly as practicable after the date hereof, but in any event not later than five (5) business days following the date hereof. The initial expiration date for the Offer shall be October 15, 1999 (the "Expiration Date"). As promptly as practicable, the Purchaser shall file with the Securities and Exchange Commission (the "SEC") the Purchaser's Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1" and together with the documents therein pursuant to which the Offer will be made, and with any supplements or amendments thereto, the rules and regulations promulgated thereunder"Offer Documents"), which shall contain (as an exhibit thereto) the Purchaser's Offer to Purchase (the "Offer to Purchase") that shall be mailed to the holders of Shares with respect to the Offer. Parent, Purchaser The obligation of Parent and the Company each agrees promptly Purchaser to correct accept for payment or pay for any information provided by it for use in Shares tendered pursuant to the Offer Documents will be subject only to there being validly tendered and not withdrawn prior to the expiration of the Offer, that shall have become false or misleading in number of Shares which represents at least seventy-five percent of the Shares entitled to vote that are outstanding on a fully diluted basis (without giving pro forma effect to the potential issuance of any material respectShares issuable under the Stock Option Agreement) (the "Minimum Condition"), and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal satisfaction or waiver of each condition set forth in Annex I hereto (the term "fully diluted basis" in reference to the Shares means all outstanding securities laws.entitled generally to vote in the election of directors of the Company on a fully diluted basis, after giving effect to the exercise or conversion of all options, warrants, rights and securities exercisable or convertible into such voting securities). Without the prior written consent of the Company, the Purchaser shall 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) amend or waive satisfaction of the Minimum Condition; or (iv) amend any other term of the Offer in any manner adverse to the holders of any Shares; provided, however, that if on the Expiration Date 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 (each extension to be for ten business days or less); provided, further, that the Expiration Date shall in no event be extended past October 31, 1999 without the written 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 purchase, as soon as practicable after the expiration of the Offer, all Shares validly tendered and not withdrawn prior to the expiration of the

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in Annex I to this Agreement which has a Material Adverse Effect on shall have occurred, the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other Merger Sub shall, not later than any action or inaction by Purchaser or Parent constituting a breach one business day after execution of this Agreement) or, except with respect to publicly announce the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereoftransactions contemplated hereby, and in any event within not later than five business days from after execution of this Agreement, commence (within the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies meaning of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase all Shares at a price of $9.50 per Share, net to the seller in cash (the "Offer," which term shall include any amendments to such Offer not prohibited by this Agreement) and, subject to a minimum number of Shares which, when added to the Shares, if any, beneficially owned by the Purchaser, its affiliates or the Merger Sub (excluding Shares beneficially owned by the Purchaser by virtue of the Shareholders Agreement (as defined below)) would constitute at least a majority of the outstanding Shares (on a fully-diluted basis) being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and the rules and regulations promulgated thereunderconditions set forth in Annex I of this Agreement, shall use its best efforts to consummate the Offer. Parent, Purchaser The Offer shall be made by means of an offer to purchase containing the Minimum Condition and the Company each agrees promptly conditions set forth in Annex I and no other conditions. Simultaneously with the commencement of the Offer, the Merger Sub shall file with the Securities and Exchange Commission (the "Commission") a Tender Offer Statement on Schedule 14D-1 with respect to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect(together with all amendments and supplements thereto, and Parent and Purchaser further agree to take all steps necessary to cause the "Schedule 14D-1"). The Schedule 14D-1 will include, as so corrected exhibits, the offer to be filed purchase and a form of letter of transmittal (collectively, together with any amendments and supplements thereto, 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.Documents"

The Offer. (a) Provided that As promptly as practicable (but in no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within later than five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions public announcement of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding considerationexecution hereof), reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate commence (within the Offer upon termination meaning of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase for cash any and all of the issued and outstanding shares of Common Stock, par value $.10 per share (referred to herein as either the "Shares" or "Company Common Stock"), of the Company (excluding the related Common Stock Purchase Rights (the "Rights") issued pursuant to the Rights Agreement between the Company and The Bank of New York, dated as of July 29, 1996 (the "Rights Agreement") which will be redeemed prior to the consummation of the Offer), at a price of $21.75 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"). The Purchaser shall, on (b) As soon as practicable on the date the Offer is commenced, Parent and the rules Purchaser shall file with the United States Securities and regulations promulgated thereunderExchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 14D-1"). ParentThe Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of 4 letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents"). The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or 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 and with respect to information supplied by the Company each agrees promptly to correct any information provided by it in writing for use inclusion in the Offer Documents that shall have become false or misleading in any material respect, and Documents. Each of Parent and the Purchaser further agree agrees to take all steps necessary to cause the Schedule 14D-1 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 a reasonable 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. (a) Provided that As promptly as practicable (but in no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any later than five business days following the public announcement of the conditions or events set forth in Annex A hereto (the "Offer Conditions"execution hereof), Purchaser shall amend commence (within the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions meaning of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so Rule 14d-2 under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act")), an offer to purchase all of the Company's outstanding shares of common stock, par value $0.10 per share (the "Shares"), at a price of $2.00 per Share, net to the seller in cash (as such offer may be amended in accordance with the terms of this Agreement, the "Offer"), subject to the conditions set forth in Annex A hereto. Purchaser will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Parent 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 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 rules prior satisfaction or waiver of the conditions to the Offer, accept for payment and regulations promulgated thereunderpay 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, that Shares held beneficially or of record by any 6 plan, program or arrangement sponsored or maintained for the benefit of employees of the Company shall not be deemed to be held by the Company, regardless of whether the 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 validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the conditions set forth in Annex A hereto. (b) On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the Securities and Exchange Commission (the "SEC") a Tender Offer Statement on Schedule 14D-1 (together with all amendments thereto, the "Schedule 14D-1") with respect to the Offer, which shall contain the offer to purchase and related letter of transmittal and other ancillary offer documents and instruments pursuant to which the Offer will be made (collectively, together with any supplements or amendments thereto, the "Offer Documents"). Parent and Purchaser will disseminate the Offer Documents to holders of Shares. Each of Parent, Purchaser and the Company each agrees will promptly to correct any information provided by it for use in the Offer Documents that shall have become becomes false or misleading in any material respect, respect and Parent and Purchaser further agree to will take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities 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. (a) Provided that As promptly as practicable (but in no event later than two (2) business days (as defined in Rule 14d-1 promulgated under the Exchange Act) ("Business Days") after the public announcement of the execution hereof), the Purchaser and Parent shall have occurred amend the Offer to reflect the transactions contemplated by this Agreement and no circumstance certain other matters which are not inconsistent with the terms of this Agreement. The Purchaser may designate another direct or indirect subsidiary of Parent as the bidder (within the meaning of Rule 14d-1(c) under the Exchange Act) in the Offer, may assign all or any part of its rights under this Agreement (including the right to be a constituent corporation in the Merger) to such subsidiary or may convert to a corporation pursuant to the provisions of the Delaware General Corporation Law (the "DGCL"), in any of which case references herein to Purchaser shall exist which be deemed to apply to such subsidiary or such corporation and such subsidiary or corporation shall be made a party signatory hereto, in each case, unless any such action would result in a failure require any filing, permit, authorization, consent or approval as may be required under, and other applicable requirements of, the HSR Act or any similar statute or regulation. The Company shall not tender Shares held by it or by any of its subsidiaries pursuant to satisfy any the Offer. Subject to Section 1.1(b), the Purchaser shall, and Parent shall cause the Purchaser to, on the terms and subject only to the prior satisfaction or waiver of the conditions or events set forth in Annex A hereto hereto, consummate the Offer and accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. (b) As promptly as practicable (but in no event later than two (2) Business Days after the "Offer Conditions"public announcement of the execution hereof), Parent and the Purchaser shall amend the Offer to Purchase (as soon so amended, the "Amended Offer to Purchase") to contain the terms set forth in this Agreement and the conditions set forth in Annex A hereto, and the Amended Offer to Purchase shall reflect an increase in the per Share price to paid in the Offer to $9.50 per Share and provide for an expiration date (as practicable such date may be extended in accordance with the provisions of this Section 1.1(b), the "Expiration Date"), of ten (10) Business Days from the date the Amended Offer to Purchase is first disseminated to security holders of the Company. The Purchaser and Parent shall cause the Amended Offer to Purchase to be disseminated to the security holders of the Company within two (2) Business Days after the date hereofof this Agreement. The Purchaser shall not, and in any event within five business days from Parent shall cause the date hereofPurchaser not to, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of decrease the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no Price or change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable to be paid in the Offer (other than by adding consideration), reduces or decrease the maximum number of Shares sought to be purchased in the Offer, or imposes amend the conditions to the Offer set forth in addition Annex A or impose conditions to the Offer other than those set forth herein which are adverse to holders in Annex A, in each case, without the prior written consent of the SharesSpecial Committee, which the Special Committee may withhold in its sole discretion. Notwithstanding the foregoing, (i) the Purchaser covenants and agrees thatshall extend the Offer (A) for any period required by any rule, subject regulation, interpretation or position of the SEC or the staff thereof applicable to the terms Offer or any period required by applicable law, and conditions (B) in ten (10) Business Day increments, up to the thirtieth (30th) Business Day after the date the Amended Offer to Purchase is first disseminated to security holders, if on the then current Expiration Date, any condition to the Offer shall not have been satisfied or waived; provided, however, that the Purchaser shall not so extend such then current Expiration Date if so directed by the Special Committee, and (ii) notwithstanding the foregoing, the Purchaser may from time to time, without the consent of the Special Committee, extend the Offer (A) if, on the then current Expiration Date, any condition to the Offer shall not have been satisfied or waived, for the shortest period of time that Purchaser reasonably believes is necessary to satisfy such condition, such period not to exceed ten (10) Business Days, provided, that neither the Purchaser nor Parent shall be in material breach of any of their respective obligations under this Agreement, including but (B) providing for a "subsequent offering period" not limited to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 promulgated under the Exchange Act, or (C) for an aggregate period not to exceed five (5) Business Days, if all of the conditions to the Offer Conditionsare satisfied or waived but the number of Shares validly tendered and not withdrawn (when added to (x) all shares of Class A Common Stock owned by Parent, it will accept for payment Purchaser and pay for Shares as soon as it is permitted to do so under applicable lawany other director or indirect subsidiary of Parent, subject to the prior satisfaction and (y) all shares of Class A Common Stock that are issuable upon conversion of the Offer Conditions. Notwithstanding shares of Class B common stock, par value $.01 per share, of the immediately preceding sentenceCompany owned by Parent, Purchaser may extend and any other direct or indirect subsidiary of Parent (the Offer"Class B Common Stock," and, notwithstanding together with the prior satisfaction of Class A Common Stock, the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof"Company Common Stock"), there shall have been tendered more than 80% but ) is less than 90% of the number of shares of Class A Common Stock that would be then outstanding Shares so that assuming the Merger could not be effected without a meeting conversion of such Class B Common Stock. (c) On the Company's stockholders in accordance date the Offer to Purchase is amended, Parent and the Purchaser shall file with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than SEC (i) an amended Schedule TO (together with all amendments and supplements thereto and including the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representationsexhibits thereto, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1TO/A") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997amended Offer, and shall file such amendment (ii) an amended Rule 13e-3 Transaction Statement on Schedule 13E-3 promulgated under the Exchange Act with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, the "Schedule 13E-3/A") which shall be filed as a part of the Schedule TO/A. The Schedule TO/A shall contain or shall incorporate by reference, among other things, the Amended Offer to Purchase dated April 21and an amended form of letter of transmittal (the Schedule TO/A, 1997 and revised forms of the Amended Offer to Purchase, the related letter of transmittal (which and the Schedule 14D-1, Offer to Purchase and other documents13E-3/A, together with any further amendments and supplements or amendments thereto, are referred to herein collectively as collectively, the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will Offer Documents shall comply in all material respects with the Securities Exchange Act provisions of 1934applicable federal securities laws and, as amended (on the "Exchange Act")date filed with the SEC and on the date first published, and sent or given to the rules and regulations promulgated thereunder. ParentCompany's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or Purchaser and with respect to the Company's projections set forth in the Offer to Purchase or information regarding the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading which was previously included in any material respect, SEC Document (as defined herein) filed by the Company and not superseded by a later SEC Document filed by the Company as of the date of inclusion. Each of Parent and the Purchaser shall further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected Offer Documents to be filed with the SEC and shall cause 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 shall promptly correct, and the Company agrees to notify the Purchaser promptly as to, any information regarding any of them respectively 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 shall 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, and the Special Committee and its counsel, shall be given a reasonable opportunity to review and comment upon the Schedule TO/A (and shall provide any comments thereon as soon as practicable) prior to the filing thereof with the SEC. In addition, Parent shall, and shall cause the Purchaser to, provide the Company and its counsel, and the Special Committee and its counsel, in writing with any comments or other communications that 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 receipt of such comments or other communications, and with copies of any written responses and telephonic notification of any verbal responses by Parent, Purchaser or their counsel. (d) Parent shall provide or 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.

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any The Primary Borrower, Fincx 0 xnd Bidco each undertake with each of the conditions Finance Parties that it shall (or events set forth in Annex A hereto (the "Offer Conditions")shall procure that Bidco shall, Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, applicable): (i) to increase until the purchase price offered to $21.00 per Share, (ii) to modify the conditions earlier of the Offer to conform to date the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the rightlapses or is finally closed, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Code, the Financial Services Act 0000 xxx the Act and all other applicable laws and regulations relevant in the context of 1934the Offer; (ii) provide the Facility Agent with such information regarding the progress of the Offer as it may reasonably request and, as amended 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 "Exchange Act"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), and waive, amend or agree or decide not to enforce, in whole or in part, the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in conditions of the Offer Documents set out in 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 be at the Primary Borrower's discretion provided that shall have become false the Offer is closed within the period required by clause 10.4(f) below) or misleading 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 Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected Primary Borrower, Fincx 0 xnd Bidco acknowledge that the total Indebtedness of the Target Group requiring to be filed refinanced, and the amount of any contingent liabilities of the Target Group which would or might crystallise upon the Offer becoming unconditional, are material), provided that the Primary Borrower, Fincx 0 xnd Bidco shall not be in breach of this clause (vi) if they fail to 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 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 SEC and Offer; (ii) the other 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 Documents as so corrected 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 disseminated given to holders of Shares, in each case as and 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 applicable federal securities lawsthe Director General from Pacificorp and/or the Target Group in accordance with the terms of the Monopolies and Mergers Commission Report dated 19 December 1997 into the 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, 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 (and in the Offer) to the Offer being accepted and/or becoming unconditional shall be construed to include such approval being granted. (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 Companies Act 0000, xxves notice to all remaining holders of the Target Shares that it intends to acquire their shares pursuant to section 429 of the Companies Act 0000, xxd Bidco shall subsequently purchase all such shares. (f) Each of the Primary Borrower, Fincx 0 xnd Bidco undertakes to the Finance Parties that Bidco shall in any event give notice to close the Offer no later than 120 days after the date of this Agreement, unless the Arrangers agree in their absolute discretion to extend such period.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 9.01 hereof and no circumstance shall exist which would result in a failure to satisfy any that none of the conditions or events set forth in Annex clauses (a) through (h) of ANNEX A hereto (the "Offer Conditions")shall have occurred or be continuing, Purchaser shall amend commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT")) the Offer as soon promptly as reasonably practicable after the date hereof, and but in any no event later than seven (7) business days after the initial public announcement of the execution of this Agreement; PROVIDED; HOWEVER, in the event the Company shall have failed to provide mailing labels to Purchaser pursuant to Section 2.02 hereof within five (5) business days from after the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions initial public announcement of the Offer to conform to execution of this Agreement, Purchaser shall commence the Offer Conditions and within two (iii2) to make business days of receipt of such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. labels. (b) The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer shall be subject to (x) the satisfaction of the Offer Conditions. condition (the "MINIMUM CONDITION") that at least the number of Shares that, when added to Shares, if any, already owned by Parent, shall constitute (A) a majority of the then outstanding Common Shares (including, without limitation, all Common Shares issuable upon the conversion of the Series A Shares or upon the exercise or conversion of any options, warrants, rights or other convertible securities), or such higher percentage of such class of securities as may be required to approve the Merger pursuant to the Restated Certificate of Incorporation of the Company, as amended from time to time, or applicable Law, and (B) a majority of the then outstanding Series A Shares, or such higher percentage of such class of securities as may be required to approve the Merger pursuant to the Restated Certificate of Incorporation of the Company, as amended from time to time, or applicable Law, shall have been validly tendered and not withdrawn prior to the expiration of the Offer, and (y) the satisfaction of each of the other conditions set forth in ANNEX A hereto. (c) Purchaser expressly reserves the right, in its sole discretion, right to waive any such condition (other than condition, to increase the Minimum Condition as defined in Per Share Common Amount and the Offer Conditions) Per Share Preferred Amount, and to make any other changes in the terms and conditions of the Offer; PROVIDED, provided thatHOWEVER, unless previously approved by the Company in writing, that no change may be made which (i) decreases the price per Per Share payable in Common Amount or the OfferPer Share Preferred Amount, changes (ii) increases the form of consideration payable in Per Share Preferred Amount such that the Offer Per Share Preferred Amount is greater than the amount obtained by multiplying the Per Share Common Amount by two (other 2) or the Per Share Common Amount such that the Per Share Common Amount is no greater than the amount obtained by adding considerationdividing the Per Share Preferred Amount by two (2), (iii) reduces the maximum number of Shares to be purchased in the Offer, or (iv) changes the form of consideration to be paid in the Offer, (v) extends the Offer except as provided in this Section 2.01, (vi) imposes conditions to the Offer in addition to those set forth herein which are in ANNEX A hereto or amends the conditions set forth in ANNEX A to broaden the scope of such conditions, (vii) reduces or waives the Minimum Condition without the prior approval of the Company, or (viii) amends any other terms of the Offer in a manner adverse to the holders of the Shares. Notwithstanding the foregoing, in addition to its rights under paragraph (e) below, Purchaser covenants and agrees thatmay, subject to without the terms and conditions consent of this Agreementthe Company, including but not limited to (A) extend the Offer Conditionsfor a period of not more than thirty (30) business days beyond the scheduled expiration date, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to which shall be twenty (20) business days following the prior satisfaction commencement of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding if, at the prior satisfaction scheduled expiration of the Offer ConditionsOffer, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as any of the expiration date of the Offer (including as a result of any extensions thereof)conditions to Purchaser's obligation to accept Shares for payment, there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) satisfied or waived, or (iiB) or (d)(ii) of extend the Offer Conditions and (ii) the absence for any period required by any rule, regulation or interpretation of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC"), or the staff thereof, applicable to the Offer. In addition, if, on the initial scheduled expiration date of the Offer, the sole condition remaining unsatisfied is the failure of the waiting period, if any, under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (the "HSR ACT"), to have expired or been terminated, then Purchaser may extend the Offer from time to time until the earlier to occur of (i) December 31, 2002 and (ii) the fifth (5th) business day following the public announcement of the expiration or termination of the applicable waiting period under the HSR Act. Parent and Purchaser agree that, if any one or more of the conditions to the Offer set forth on ANNEX A are not satisfied and none of the events set forth in paragraphs (b), (f) or (g) of ANNEX A that would permit Purchaser not to accept Shares tendered for payment has occurred, then, PROVIDED that such other conditions set forth in ANNEX A are reasonably capable of being satisfied within thirty (30) days in Parent and Purchaser's sole judgment, Purchaser shall, at the request of the Company, extend the Offer from time to time unless any such condition is no longer reasonably capable of being satisfied within such thirty (30) day period in Parent and Purchaser's sole judgment; PROVIDED, HOWEVER, in no event shall Purchaser be required to extend the Offer beyond December 31, 2002. (d) The Per Share Common Amount and the Per Share Preferred Amount shall, subject to applicable withholding of taxes, be paid net to the seller in cash, upon the terms and subject to the conditions of the Offer. Purchaser shall pay for all Shares validly tendered and not withdrawn promptly following the acceptance of Shares for payment pursuant to the Offer. If the payment equal to the Per Share Common Amount or Per Share Preferred Amount or both, as the case may be, 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 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 Common Amount or Per Share Preferred Amount or both, as the case may be, to 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. (e) Purchaser may, in its sole discretion, provide a "subsequent offering period" or as contemplated by Rule 14d-11 under the Exchange Act following its acceptance for payment of Shares in the Offer. (f) As promptly as reasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, the "CommissionSCHEDULE TO") on April 21, 1997, and shall file such amendment with respect to the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffOffer. The Schedule 14D-1 will TO shall contain a supplement or shall incorporate by reference an offer to purchase (the Offer to Purchase dated April 21, 1997 "OFFER TO PURCHASE") and revised forms of the related letter of transmittal and any related summary advertisement (which the Schedule 14D-1TO, the Offer to Purchase and such other documents, together with any further all supplements or and amendments thereto, are being referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly agree to correct promptly any information provided by it any of them for use in the Offer Documents that shall have become false or misleading in any material respectmisleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC 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. Parent and Purchaser shall give the Company and its counsel a reasonable opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC or dissemination to holders of Shares. Parent and Purchaser shall provide the Company and its counsel with any comments Parent or Purchaser or their counsel may receive from the SEC or its staff with respect to the Offer Documents after receipt of such comments and shall provide the Company and its counsel with a reasonable opportunity to participate in the response of Parent or Purchaser to such comments.

The Offer. (a) Provided that no event nothing shall have occurred and no circumstance shall exist which that, had the Offer referred to below been commenced, would result in give rise to a failure right to satisfy terminate the Offer pursuant to any of the conditions or events set forth in paragraphs (ii)(a) - (ii)(g) of Annex A hereto (the "Offer Conditions")I hereto, Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, hereof (and in any event within five business days from eight (8) Business Days of the date hereofof this Agreement), Merger Subsidiary shall (A) commence (within the meaning of Rule 14d-2 under the 1934 Act) an offer (the "OFFER") to purchase any and all of the outstaxxxxx Xxares at a price of $9.00 per Share, net to the seller in cash and (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the "SCHEDULE TO") and all other necessary documents with the SEC (collectively, the "OFFER DOCUMENTS"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the 1934 Act, and publish, send or give the disclosure required by Rule 14d-6 under the 1934 Act by complying with the dissemination requirements of Rule 14d-4 under the 1934 Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary or any other Subsidiary of Parent, represents 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 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 without the prior written consent of the Company, (i) to increase the purchase price offered to $21.00 per ShareMinimum Condition may not be waived, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which that changes the form of consideration to be paid, decreases the price per Share payable in or the Offer, changes the form number of consideration payable Shares sought 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 those set forth herein which are in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of the Shares. Purchaser covenants 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 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. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "EXPIRATION DATE"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and agrees thatin accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term "Expiration Date" shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer; provided, however, if the Offer shall not have been consummated at the Expiration Date as a result of the failure to satisfy the condition to the Offer relating to the expiration of the waiting period under the HSR Act or under any applicable foreign antitrust statutes or regulations, Parent will, at the request of the Company, cause Merger Subsidiary to extend the Expiration Date for one or more periods (not in excess of ten (10) Business Days each) but in no event later than December 31, 2002. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Subsidiary may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the 1934 Act. Subject to the foregoing and upon the terms and subject to the terms and conditions of this Agreementthe Offer, including but not limited to the Offer ConditionsMerger Subsidiary shall, and Parent shall cause it will to, accept for payment and pay for Shares for, as soon promptly as it is permitted to do so under applicable law, subject to practicable after the prior satisfaction expiration of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days all Shares validly tendered and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension withdrawn pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsOffer. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Article VIII hereof and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex Exhibit A hereto (the "Tender Offer Conditions"), Purchaser ) shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereofhave occurred, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, promptly as practicable but in its sole discretion, to waive any such condition (other no event later than the Minimum Condition as defined in fifth business day from the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions date of this Agreement, Parent shall (A) cause the Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including but not limited to the rules and regulations promulgated thereunder, the "Exchange Act")) the Offer Conditionsand, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, B) after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by affording the Company of the representationsa reasonable opportunity to review and comment thereon, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed file all necessary documents with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment in connection with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents")) and (ii) Parent shall use reasonable best efforts to consummate the Offer, subject to the terms and conditions thereof. The Schedule 14D-1 obligation of the Purchaser to accept for payment and all amendments pay for any Shares tendered pursuant thereto will comply 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 not (i) decrease the Offer Price or change the form of consideration payable in all material respects with the Securities Exchange Act Offer, (ii) decrease the number of 1934Shares sought to be purchased in the Offer, as amended (the "Exchange Act"iii) subject to Parent's and Purchaser's right to waive same (subject to clause (iv) below), and amend the rules and regulations promulgated thereunder. ParentTender Offer Conditions or impose additional conditions to the Offer, Purchaser and (iv) waive the Company each agrees promptly to correct Minimum Condition (as defined in Exhibit A hereto) or (v) amend any information provided by it for use in other term of the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree manner adverse to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of 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 federal securities laws.Rule 14d-l(c)

The Offer. (a) Provided If a Purchase Election is made, Raleigh shall commence the Offer not later than the twentieth business day after the date on which Raleigh makes a Purchase Election pursuant to the Response Notice. Notwithstanding anything to the contrary herein, the Offer shall comply in all material respects with the requirements of Sections 14(d) and 14(e) of the Securities Exchange Act of 1934, as amended, and the regulations thereunder ("Securities Exchange Act"), all other applicable laws and with the terms of this Agreement. The closing of the purchase and sale of the Interests tendered pursuant to the Offer (the "Offer Closing"), may be conditioned on only the following: (i) since the making of the Purchase Election, no preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency shall have been issued and shall remain in effect which (A) makes illegal, delays or otherwise directly or indirectly restrains or prohibits the making of the Offer or the acceptance for payment, purchase of or payment for any Interests by Raleigh, or the purchase and sale of the GP Assets in the manner contemplated hereby, (B) imposes or confirms limitations on the ability of Raleigh effectively to exercise full rights of ownership of any Interests or the GP Assets or to exercise its powers as general partner of the Partnership subsequent to the GP Assets Closing, including, without limitation, the right to vote Interests on all matters properly presented to the Partnership's Interestholders, (C) requires divestiture by Raleigh of a material amount of Interests; or (D) would materially adversely affect the business, properties, assets, liabilities, financial condition, operations or results of operation of the Partnership taken as a whole or provides that the Partnership would dissolve upon consummation of the transfer of the GP Assets in the manner contemplated hereby; (A) since the making of the Purchase Election, there shall not be any action taken by, or any statute, rule, regulation or order enacted, promulgated or issued by, any federal or state court, government or governmental authority or agency, which would, directly or indirectly, result in any of the consequences referred to in clauses (A) through (D) of paragraph (i) above and (B) if Raleigh is advised by its counsel that a filing under HSR (as defined in Section 10(b)) is required, the applicable waiting period shall have expired or been terminated; (iii) since the making of the Purchase Election (A) no event change or development shall have occurred and remain in effect in the business, properties, assets, liabilities, financial condition, operations, or results of operations of the Partnership which is or would reasonably be expected to be materially adverse to the Partnership taken as a whole, (B) no circumstance material breach by the General Partner of its obligations under Sections 4(b), 4(c), 4(d) or 8(b) of this Agreement shall exist which would result have occurred and remain in effect, and (C) there shall have been no taking of action constituting, or authorization or proposal by the General Partner of, an Organic Change pursuant to the "proviso" clause of clause (E) of Section 8(b); (iv) since the making of the Purchase Election, there shall not have occurred and remain in effect (A) any general suspension of trading in, or limitation on prices for, securities on any national securities exchange or in the over-the counter market in the United States, (B) a failure to satisfy declaration of a banking moratorium or any suspension of payments in respect of banks in the United States, (C) any limitation by any governmental authority on the extension of credit by lending institutions, or any imposition by any governmental authority of currency controls, in the United States or (D) in the case of any of the conditions foregoing existing at the time of the making of the Purchase Election, a material acceleration or events set forth in Annex A hereto worsening thereof; (v) the "Offer Conditions")occurrence, Purchaser shall amend contemporaneously with the Offer as soon as practicable after Closing, of the date hereofGP Assets Closing, and in any event within five business days from the date hereof, (i) provided that Raleigh has satisfied all of its obligations with respect to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform GP Assets; and (vi) the execution and delivery by the General Partner and JMB Realty Corporation ("JMB") of the Indemnification and Release Agreement and the execution and delivery by the JMB Principals (as hereinafter defined) of the letter annexed to the Offer Conditions Indemnification and (iii) Release Agreement as Exhibit B, in each case pursuant to make such other amendments as are required to conform Section 14 hereof. Raleigh shall keep the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept open for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other no more than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five 40 business days and then thereafter on a day-to-day basis no less than 30 business days and shall promptly purchase for up cash any and all Interests validly tendered (and not withdrawn) prior to another five business days, if as of the expiration date of the Offer (including the date on which the Offer expires in accordance with this sentence, as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not same may be effected without a meeting of the Company's stockholders extended in accordance with the applicable provisions proviso set forth below, the "Final Expiration Date"); provided, however, that Raleigh may extend the Final Expiration Date under the following circumstances: (A) if there is in effect, on such date, any preliminary or permanent injunction or other order of any federal or state court, government or governmental authority or agency of the DGCL; provided that, after the initial extension pursuant to this sentencetype described in Section 4(a)(i) (an "Offer Injunction"), the Final Expiration Date may be extended to the earliest practicable date on which the Offer shall not be subject may expire in accordance with the Securities Exchange Act following the earlier to any conditions other than occur of (i1) the conditions set forth in clauses (a)(i) vacation or dissolution of such Offer Injunction and the dissemination to Interestholders of additional offering materials containing any necessary disclosure relating thereto or (ii2) or (d)(ii) the last day of the Offer Conditions and Cooperation Period; (iiB) the absence Final Expiration Date may be extended to the earliest practicable date on which the Offer may expire in accordance with the Securities Exchange Act following the dissemination to Interestholders of any intentional breach additional offering materials prepared for the purpose of complying with comments by the Company staff of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission"), provided that Raleigh shall use commercially reasonable efforts to comply with such comments as promptly as practicable; (C) in the event that a competing offer for Interests is commenced by a third party bidder who is not affiliated with Raleigh (a "Competing Offer"), the Final Expiration Date may be extended to the earliest practicable date on April 21, 1997, and shall file such amendment which the Offer may expire in accordance with the SEC. The Company Securities Exchange Act following an increase in the Offer price to a price equal to or higher than the price offered by the competing bidder and the dissemination to Interestholders of amended offering materials disclosing such increase, provided that the Offer is extended for the purpose of making such increase prior to the occurrence of the Final Expiration Date theretofore in effect; and (D) in the event that Raleigh is advised by its counsel that a filing under HSR will be required in order to consummate the GP Assets Closing, the Final Expiration Date of the Offer may be extended to the earliest practicable date on which the Offer may expire in accordance with the Securities Exchange Act following the making of such filing and any required filing by the General Partner, the expiration or termination of any applicable waiting period and the dissemination to Interestholders of additional offering materials containing any necessary disclosure relating thereto. Raleigh shall be given make a filing under HSR in connection with the consummation of the Offer Closing and the GP Assets Closing, the GP Assets Call Exercise or the closing of a Permitted Transaction, if such filing is required under HSR. Raleigh shall make all decisions regarding the conduct of the Offer and the acquisition and transfer of Interests pursuant thereto, except that Raleigh shall not amend or otherwise modify the terms of the Offer or conduct the Offer or acquire or transfer Interests in a manner that violates or is inconsistent with its obligations under this Agreement, including without limitation, Raleigh shall not condition its Offer on the satisfaction of any conditions other than those provided for in this Agreement. At the Offer Closing, Raleigh shall, unless one or more of the conditions set forth in Section 4(a) hereof has not been satisfied or waived by Raleigh, purchase all Interests validly tendered prior to the Final Expiration Date (and not withdrawn) pursuant to the Offer. Raleigh shall retain at its sole expense a firm (the "Information Agent") to solicit tenders from Interestholders and to provide Interestholders with information about the opportunity to review tender Interests in the Schedule 14D-1 before it is filed Offer. (b) If Raleigh makes the Offer at or above the Buy/Sell Price in a timely manner in accordance with the Commissionterms hereof in all material respects and unless another tender offer or change of control transaction is proposed at a higher price, the General Partner (i) will recommend the Offer to Interestholders who need or want liquidity, and shall be given copies of any comment letters from (ii) will remain neutral with respect to the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffOffer for all other Interestholders. The Schedule 14D-1 will contain a supplement General Partner may change any recommendation it has made to Interestholders with respect to the Offer to Purchase dated April 21, 1997 and revised forms reflect such other tender offer or change of control transaction at a higher price (but no such proposal of a higher priced tender offer or change of control transaction or change by the General Partner of its recommendation with respect to the Offer shall release the General Partner from its obligation to consummate the sale of the related letter GP Assets to Raleigh in accordance with the terms and conditions hereof). The General Partner shall, and shall cause the Partnership and its transfer agent (consistent with its standard practices and procedures) to cooperate with Raleigh in promulgating the Offer in the manner hereinafter set forth in this Section 4(b). Within 5 business days following the date on which Raleigh makes a Purchase Election pursuant to the Response Notice, the General Partner will cause the Partnership, at Raleigh's cost and expense not to exceed $1,000, to furnish Raleigh with a list, as of transmittal the most recent practicable date and in computer readable form, of the names, addresses and numbers of Interests held by Interestholders of the Partnership (which Schedule 14D-1, Offer to Purchase and other documentsthe "List"), together with any further supplements or amendments thereto, are referred such computer processing data as is reasonably necessary to herein collectively as make use of such computer readable List and a printout of the "Offer Documents")List for verification purposes. The Schedule 14D-1 General Partner will not, and all amendments thereto will comply not cause or permit its affiliates to, take any action that in its judgment would reasonably be expected to result in the conditions to the Offer set forth in Section 4(a) (other than the condition in Section 4(a)(iii)(C)) above not to be satisfied. In addition, the General Partner (i) will comply, and cause the Partnership to comply, in all material respects with the Securities Exchange Act of 1934, as amended (in connection with the "Exchange Act")Offer, and (ii) subject to satisfaction in all material respects of the rules conditions and regulations promulgated thereunder. Parentrequirements for transfer of Interests generally imposed or required by the Partnership and its transfer agent, Purchaser including delivery of duly completed forms of assignment and payment of all applicable transfer fees, will, if the Company each agrees promptly GP Assets Closing (as hereinafter defined) has not yet occurred, recognize the transfer to correct any information provided by it for use Raleigh of Interests acquired in the Offer Documents that and, if requested by Raleigh, will admit Raleigh as a limited partner with respect to all Raleigh Interests and all Interests acquired by Raleigh in the Offer and as to which the transfer to Raleigh has been recognized. The General Partner shall have become false make a filing under HSR in connection with the consummation of the Offer Closing and the GP Assets Closing, the GP Assets Call Exercise or misleading the closing of a Permitted Transaction if required under HSR. (c) Other than as provided in any material respectthis Agreement, the General Partner will not, and Parent will cause its affiliates not to, directly or indirectly, purchase or otherwise acquire beneficial ownership of Interests, enter into any agreement with a third party for the General Partner or any of its affiliates to purchase or otherwise acquire beneficial ownership of any Interests, or make any offer to purchase or otherwise acquire beneficial ownership of Interests (other than the Raleigh Interests and Purchaser further agree any Resolved Interests), at any time commencing on the date hereof through and including the earliest to take occur of (i) the Raleigh Interests Closing, (ii) the Final Expiration Date, (iii) an Offer Default (as hereinafter defined), or (iv) the termination of this Agreement. (d) In connection with the Offer, Raleigh with respect to the Raleigh Interests will consent to, and with respect to all steps necessary Interests tendered in the Offer will obtain the consent of the tendering Interestholders to, waive and amend Section 7.1 of the Partnership Agreement of the Partnership so as to cause permit the Schedule 14D-1 transfer and/or assignment to Raleigh of all Interests tendered in the Offer, notwithstanding that such transfer and/or assignment may or would result in the termination of the Partnership under the applicable provisions of the Internal Revenue Code of 1986, as so corrected amended. Subject to Raleigh complying in all material respects with the requirements of Section 4 in the conduct of the Offer, the General Partner will cooperate with Raleigh in giving effect to, and will consent to, any such waiver and amendment of the Partnership Agreement; provided, however, nothing herein shall be deemed to require the General Partner to recommend in favor of any such waiver and amendment or to assist or participate in the solicitation of consents with respect thereto. (e) Anything herein to the contrary notwithstanding, if a Competing Offer is commenced for any and all Interests at a price in excess of the Offer price, Raleigh may elect, in its sole discretion, at any time such Competing Offer remains outstanding to sell all, but not less than all, of the Raleigh Interests (and any Resolved Interests) to the competing bidder pursuant to the Competing Offer. If the Raleigh Interests are sold pursuant to such Competing Offer, Raleigh shall be released from its obligation to consummate the Offer and Raleigh and the General Partner shall each be released from their respective obligations to consummate the purchase and sale of the GP Assets. (f) Anything herein to the contrary notwithstanding, if Raleigh makes a Purchase Election, it shall be released from its obligations to commence the Offer pursuant to Section 4(a) hereof if one or more of the conditions set forth in Section 4(a)(i), (ii), (iii) or (iv) has not been satisfied as of the date by which Raleigh would otherwise be required to commence the Offer. In the event that Raleigh commences the Offer notwithstanding the failure of any such condition to be filed with satisfied as of the SEC commencement date of the Offer, its commencement of the Offer will not constitute a waiver of its right to assert the failure of such condition, or any other condition set forth in Section 4(a), to be satisfied as the basis for a decision to terminate the Offer without purchasing any Interests tendered pursuant thereto. (g) If Raleigh makes a Purchase Election, Raleigh and the Purchaser shall execute and deliver to each 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 lawsPurchaser Release Agreement.

The Offer. (a) Provided that no event this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in paragraphs (a), (b), (c) or (d) of Annex I shall have occurred and no circumstance be continuing and shall exist which would result in a failure be likely to satisfy any be continuing as of the conditions or events set forth End Date (as defined in Annex A hereto (the "Offer Conditions"Section 8.1(b)(iii)), Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, of this Agreement (and in any event not later than the date on which the Company files a Schedule 13E-3 with the SEC (as defined in Section 1.1(f)) pursuant to Regulation M-A under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)), the Buyer shall commence (within five business days from the meaning of Rule 14d-2 under the Exchange Act) the Offer to purchase for cash all outstanding shares of Common Stock that are not already owned by Danisco and its subsidiaries, at the Offer Price. The Offer shall be subject to (i) the condition that there shall be validly tendered in the Offer and not withdrawn prior to the expiration of the Offer that number of shares of Common Stock which, together with the 25,000,000 shares of Common Stock beneficially owned by Danisco and its subsidiaries as of the date hereof, and the 25,000,000 shares of Common Stock beneficially owned by (iA) to increase the purchase price offered to $21.00 per Shareall shares of Common Stock held by Danisco and its affiliates, (iiB) to modify the conditions all shares of Common Stock held by Exxxxxx and its affiliates, and (C) all shares of Common Stock held by each Person who is an officer or director of the Offer to conform to Company or any Company Subsidiary (as defined in Section 3.2) or who is an affiliate of any such officer or director (the Offer Conditions “Majority of the Minority Condition”), and (iii) the other conditions set forth in Annex I. (b) The Offer shall be made by means of an offer to make such purchase (the “Offer to Purchase”) that contains the terms set forth in this Agreement, the Minimum Condition, the Majority of the Minority Condition and the other amendments as are required to conform conditions set forth in Annex I. (c) The Buyer shall not decrease the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the rightPrice, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration)Offer, reduces decrease the maximum number of Shares to be purchased shares of Common Stock sought in the Offer, or imposes waive the Majority of the Minority Condition, impose additional conditions to the Offer or (except as expressly permitted in addition to those set forth herein which are adverse to holders this Section 1.1) extend or otherwise change the expiration date of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding and shall not amend or supplement any condition to or provision of the Offer, in each case without the prior satisfaction written consent of the Offer ConditionsCompany; provided, for up however, that (w) the covenants of Exxxxxx and Danisco in the Stock Purchase Agreement to five business days sell and then thereafter on a day-to-day basis for up to another five business dayspurchase, if as respectively, shares of capital stock of the Company shall not be deemed to require consent of the Company hereunder, (x) if on any scheduled expiration date of the Offer (including as a result of any extensions thereof), there shall such date may have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders extended in accordance with the applicable provisions of the DGCL; provided thatthis Agreement), after the initial extension pursuant all conditions to this sentence, the Offer shall not be subject to any conditions other than have been satisfied or waived, the Buyer may (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect written notice delivered to the Minimum ConditionCompany), may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion, extend the expiration date of the Offer for successive periods of up to 10 business days up to (but not beyond) the End Date, (y) if on any scheduled expiration date of the Offer (as such date may have been extended in accordance with this Agreement) all conditions to the Offer shall not have been satisfied or waived the Company may (by written notice delivered to the Buyer), from time to time in its sole discretion, require the Buyer to extend the expiration date of the Offer for successive periods of up to 10 business days up to (but not beyond) the End Date, and, if the Company so requires the Buyer to extend the expiration date of the Offer, the Buyer shall extend the expiration date of the Offer for the requested period, and (z) the Buyer may, in its sole discretion, provide a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act. (d) The Buyer 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 the Company’s consent. Purchaser The Buyer shall not terminate the Offer upon termination prior to any scheduled expiration date (as such date may be extended or required to be extended) without the written consent of the Company except in the event that Danisco validly terminates this Agreement pursuant to its termsSection 8.1. (be) Subject to the prior satisfaction of the Majority of the Minority Condition and the satisfaction or waiver by Danisco or the Buyer of the Minimum Condition and the other conditions to the Offer set forth in Annex I, the Buyer shall consummate the Offer in accordance with its terms and accept for payment and pay for all shares of Common Stock tendered pursuant to the Offer as soon as practicable after the Buyer is legally permitted to do so under applicable law; provided, however, that the initial expiration date of the Offer (and the first date upon which the Buyer may accept for payment shares of Common Stock tendered pursuant to the Offer) shall be 20 business days (calculated in accordance with Rule 14d-1(g) under the Exchange Act) following the commencement of the Offer. (f) As soon as reasonably practicable after on the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed is commenced, (i) Danisco and the Buyer shall file with the Securities and Exchange Commission (the "“SEC" or "Commission") ”), pursuant to Regulation M-A under the Exchange Act (“Regulation M-A”), a Tender Offer Statement on April 21Schedule TO with respect to the Offer (together with all amendments, 1997supplements and exhibits thereto, the “Schedule TO”), and shall file such amendment a Schedule 13E-3 (together with all amendments, supplements and exhibits thereto, the SEC. The Company and its counsel shall be given the opportunity to review the “Buyer Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff13E-3”). The Schedule 14D-1 will contain a supplement to TO shall include the summary term sheet required under Regulation M-A and, as exhibits, the Offer to Purchase dated April 21, 1997 and revised forms a form of the related letter of transmittal and summary advertisement (which the Schedule 14D-1TO, Buyer Schedule 13E-3, Offer to Purchase and other documentsform of letter of transmittal and summary advertisement referred to above, together with any further amendments and supplements or amendments thereto, are being referred to herein collectively in this Agreement as the "“Offer Documents"”). The Schedule 14D-1 Danisco and the Buyer agree to take all amendments thereto will comply in all material respects steps necessary to cause the Offer Documents to be filed with the Securities Exchange Act SEC and disseminated to holders of 1934Common Stock, in each case as amended (and to the "Exchange Act")extent required by applicable laws and regulations. Each of Danisco and the Buyer, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, if and Parent to the extent required by law. Danisco and Purchaser the Buyer further agree to take all steps necessary to cause the Schedule 14D-1 Offer Documents, as so corrected (if applicable), to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of SharesCommon Stock, in each case as and to the extent required by applicable federal laws and regulations. The Company and its counsel (and the Special Committee and its counsel) shall be given a reasonable opportunity to review the Offer Documents before they are filed with the SEC, and Danisco and the Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel (or the Special Committee and its counsel). In addition, Danisco and the Buyer agree to provide the Company and its counsel (and the Special Committee and its counsel) in writing with any comments, whether written or oral, that Danisco, the Buyer or their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after Danisco’s or the Buyer’s, as the case may be, receipt of such comments, and any written or oral responses thereto. The Company and its counsel (and the Special Committee and its counsel) shall be given a reasonable advance opportunity to review any such written responses and Danisco and the Buyer shall give due consideration to all reasonable additions, deletions or changes suggested thereto by the Company and its counsel (and the Special Committee and its counsel). (g) If the Offer is terminated by the Buyer, or this Agreement is terminated prior to the purchase of shares of Common Stock in the Offer, Danisco and the Buyer shall promptly return, and shall cause any depository or paying agent acting on behalf of Danisco or the Buyer, to return promptly all tendered shares of Common Stock to the registered holders thereof. (h) The Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities lawsconvertible into Common Stock), extraordinary cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to Common Stock occurring on or after the date hereof and prior to the Buyer’s acceptance for payment of, and payment for, shares pursuant to the Offer.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 8.01 and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex ANNEX A hereto (the "Offer Conditions")shall have occurred or be existing, Purchaser Merger Sub shall amend commence the Offer as soon promptly as reasonably practicable after the date hereof, and but in any no event within later than five business days from after the date hereof, (i) initial public announcement of Merger Sub's intention to increase commence the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsOffer. The obligation of Purchaser Merger Sub to accept for payment and pay for Shares tendered pursuant to the Offer shall only be subject to (i) the satisfaction condition (the "MINIMUM CONDITION") that at least the number of Shares that when added to the Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis shall have been validly tendered and not withdrawn prior to the expiration of the Offer Conditions. Purchaser and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. Merger Sub expressly reserves the right, in its sole discretion, right to waive any such condition (other than the Minimum Condition as defined Condition), to increase the price per Share payable in the Offer Conditions) and to make any other changes in the terms and conditions of the Offer; PROVIDED, provided thatHOWEVER, that unless previously approved by Parent and Merger Sub shall have obtained the Company in writingprior written approval of the Company, no change may be made in the Offer which (i) decreases the price per Share payable in the Offer, (ii) changes the form of consideration payable to be paid in the Offer Offer, (other than by adding consideration), iii) reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.of

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto As promptly as reasonably practicable (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from 15 Business Days after the date hereofof this Agreement, (ias such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(g) to increase or other information required from Representatives of the purchase price offered to $21.00 per ShareCompany or Parent is delayed), (ii) to modify the conditions Purchaser shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to conform to purchase all of the outstanding Shares for cash at the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsPrice. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions consummation of the Offer, provided that, unless previously approved by and the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders obligation of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted tendered pursuant to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than to: (i) there being validly tendered in the conditions set forth in clauses Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (a)(iif any) then owned by Parent or (ii) any of its wholly-owned direct or (d)(ii) indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Offer Conditions Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”), and (ii) the absence of any intentional breach satisfaction, or waiver by the Company Purchaser (to the extent permitted in Annex I), of the representations, warranties, covenants or agreements other conditions and requirements set forth in Annex I. Subject to this Agreement which has a Material Adverse Effect on Section 1.1 and Annex I, the Corporation. It is agreed that conditions and requirements to the Offer Conditions set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser (to the extent permitted by Annex I), of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as reasonably promptly as practicable after the date hereof, (and in any event within five business days from not more than two Business Days) after the date hereoffirst Expiration Date upon which such conditions are satisfied or waived. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid, Purchaser and Parent without interest, subject to any withholding of Taxes required by applicable Law. To the extent any such amounts are so withheld, such amounts shall amend their Tender be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) The Offer Statement on Schedule 14D-1 shall be made by means of an offer to purchase (the "Schedule 14D-1"“Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the conditions set forth in clause (b) of Annex I, (v) add to or amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner that is material and adverse to the holders of Shares, (vi) except as provided in Section 1.1(e), extend the Offer, or (vii) otherwise amend the Offer in any manner that is material and adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer which was originally filed Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at midnight (New York City time) on the date that is 20 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended as required by or otherwise in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, any condition to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) has not been satisfied, or, where permitted by applicable Law and this Agreement, waived by the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to), extend the Offer on one or more occasions, for successive periods of up to 20 Business Days each, the length of each such period (subject to such 20 Business Day maximum) to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the "“SEC" ”) or "Commission"its staff. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer for any reason beyond October 23, 2015 (the “Outside Date”). Nothing in this Section 1.1(e) on April 21shall be deemed to impair, 1997limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to ARTICLE VII hereof. (f) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to ARTICLE VII. If this Agreement is terminated pursuant to ARTICLE VII, the Purchaser shall promptly (and in any event within 48 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (g) As soon as practicable on the date of the commencement of the Offer, the Purchaser shall file such amendment with the SEC. The Company and its counsel shall be given , in accordance with Rule 14d-3 under the opportunity to review the Exchange Act, a Tender Offer Statement on Schedule 14D-1 before it is filed TO with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall include, as exhibits, the Offer to Purchase dated April 21Purchase, 1997 and revised forms a form of the related letter of transmittal and a form of summary advertisement (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments, supplements or amendments and exhibits thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Purchaser shall provide guaranteed delivery procedures for the tender of Shares in the Offer. The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and all amendments thereto will comply in all material respects with to the extent required by the Securities Exchange Act of 1934, as amended (and the "Exchange Act"). The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company and its Subsidiaries and stockholders that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Offer Documents. The Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary agrees to cause the Schedule 14D-1 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 lawsthe Securities Act or the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. Notwithstanding the foregoing, Parent and the Purchaser’s obligations pursuant to the immediately preceding three sentences shall not apply if the Company Board (or any committee thereof) has made an Adverse Recommendation Change.

The Offer. (a) Provided that As promptly as practicable (but in no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any later than five business days after the public announcement of the execution hereof), 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 of the issued and outstanding shares of Company Common Stock at a price of $14.77 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 Purchaser, represents at least 66-2/3% of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions or events set forth in Annex A hereto (hereto. The Offer shall remain open for tender of Shares or withdrawal of Shares previously tendered until January 7, 1997, unless previously terminated prior to such date in accordance with the "Offer Conditions")terms thereof or of this Agreement or pursuant to applicable law without any Shares having been accepted for payment or paid for under the Offer. Purchaser shall, Purchaser shall amend on the Offer as soon as practicable after terms and subject to the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify prior satisfaction or waiver of the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than including without limitation the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding considerationCondition), reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares tendered as soon as practicable after it is legally permitted to do so under applicable law; PROVIDED, subject HOWEVER, that Purchaser will not, without the written consent of the Company, accept for payment and pay for any Shares prior to January 7, 1997. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the prior satisfaction expiration of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there not withdrawn shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms.subject (b) As soon as reasonably practicable after on the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed is commenced, Parent and Purchaser shall file with the United States Securities and Exchange Commission (the "SEC" or "Commission") a Tender Offer Statement on April 21Schedule 14D-1 with respect to the Offer (together with all amendments and supplements thereto and including the exhibits thereto, 1997the "Schedule 14D-1"). The Schedule 14D-1 will include, as exhibits, the Offer to Purchase and a form of letter of transmittal and summary advertisement (collectively, together with any amendments and supplements thereto, the "Offer Documents") with respect to the Offer. The Offer Documents will comply in all material respects with the provisions of applicable Federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's 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 Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Each of the Parent and Purchaser further agrees to take all steps necessary to cause the Offer Documents to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable Federal securities laws. Each of Parent and Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall file such amendment have become false and misleading in any material respect and Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SECSEC 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 Schedule 14D-1 before it is filed with the CommissionSEC. In addition, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause provide the Schedule 14D-1 as so corrected to be filed with the SEC Company 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.its counsel

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto As promptly as reasonably practicable (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from ten Business Days after the date hereofof this Agreement, (ias such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(g) to increase or other information required from Representatives of the purchase price offered to $21.00 per ShareCompany or Parent is delayed), (ii) to modify the conditions Purchaser shall commence, within the meaning of Rule 14d-2 under the Exchange Act, the Offer to conform to purchase all of the outstanding Shares for cash at the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsPrice. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions consummation of the Offer, provided that, unless previously approved by and the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders obligation of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted tendered pursuant to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than to: (i) there being validly tendered in the conditions set forth in clauses Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (a)(iif any) then owned by Parent or (ii) any of its wholly-owned direct or (d)(ii) indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Offer Conditions Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and (ii) the absence of any intentional breach satisfaction, or waiver by the Company Purchaser (to the extent permitted in Annex I), of the representations, warranties, covenants or agreements other conditions and requirements set forth in Annex I. Subject to this Agreement which has a Material Adverse Effect on Section 1.1 and Annex I, the Corporation. It is agreed that conditions and requirements to the Offer Conditions set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser (to the extent permitted by Annex I), of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for payment and pay all Shares validly tendered and not properly withdrawn pursuant to the Offer as reasonably promptly as practicable after the date hereof, and in any event within five business days from not more than two Business Days after the date hereoffirst Expiration Date upon which such conditions are satisfied or waived. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid, Purchaser and Parent without interest, subject to any withholding of Taxes required by applicable Law. To the extent any such amounts are so withheld, such amounts shall amend their Tender be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) The Offer Statement on Schedule 14D-1 shall be made by means of an offer to purchase (the "Schedule 14D-1"“Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, the Purchaser shall not (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or waive the Minimum Condition or the conditions set forth in clause (b) of Annex I, (v) add to or amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner that is material and adverse to the holders of Shares, (vi) except as provided in Section 1.1(e), extend the Offer or (vii) otherwise amend the Offer in any manner that is material and adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer which was originally filed Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is prohibited by the terms of this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at midnight (New York City time) on the date that is 25 Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended as required by or otherwise in accordance with this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, any condition to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) has not been satisfied, or, where permitted by applicable Law and this Agreement, waived by the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to), extend the Offer on one or more occasions, for successive periods of up to 20 Business Days each, the length of each such period (subject to such 20 Business Day maximum) to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the "“SEC" ”) or "Commission"its staff. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer for any reason beyond November 23, 2014 (the “Outside Date”). Nothing in this Section 1.1(e) on April 21shall be deemed to impair, 1997limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to ARTICLE 7 hereof. (f) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to ARTICLE 7. If this Agreement is terminated pursuant to ARTICLE 7, the Purchaser shall promptly (and in any event within 48 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (g) As soon as practicable on the date of the commencement of the Offer, the Purchaser shall file such amendment with the SEC. The Company and its counsel shall be given , in accordance with Rule 14d-3 under the opportunity to review the Exchange Act, a Tender Offer Statement on Schedule 14D-1 before it is filed TO with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement respect to the Offer (together with all amendments, supplements and exhibits thereto, the “Schedule TO”), which shall include, as exhibits, the Offer to Purchase dated April 21Purchase, 1997 and revised forms a form of the related letter of transmittal and a form of summary advertisement (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments, supplements or amendments and exhibits thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Purchaser may, in its sole discretion, provide guaranteed delivery procedures for the tender of Shares in the Offer. The Purchaser agrees to cause the Offer Documents to be disseminated to holders of Shares, as and all amendments thereto will comply in all material respects with to the extent required by the Securities Exchange Act of 1934, as amended (and the "Exchange Act"). The Company shall promptly furnish to Parent and the Purchaser in writing all information concerning the Company that may be required by applicable securities Laws or reasonably requested by Parent or the Purchaser for inclusion in the Offer Documents. The Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary agrees to cause the Schedule 14D-1 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 lawsthe Securities Act or the Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Offer Documents before they are filed with the SEC, and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that the Purchaser or its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that no event this Agreement shall not have occurred previously been terminated in accordance with Section 7.1, the Company has fulfilled its obligation to provide information to Parent and no circumstance shall exist which would result the Purchaser pursuant to Section 1.1(h) and the Company is prepared (in a failure accordance with Section 1.2(b), to satisfy any of file the conditions or events set forth in Annex A hereto Schedule 14D-9 with the Securities and Exchange Commission (the "Offer Conditions")“SEC”) on the same date as the Purchaser commences the Offer, the Purchaser shall, and Parent shall amend cause the Offer as soon as practicable Purchaser to, within 10 Business Days after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to initial public announcement of this Agreement, commence, within the Offer Conditions and (iii) to make such other amendments as are required to conform meaning of Rule 14d-2 under the Offer to this Agreement and provisions of applicable lawsExchange Act, the Offer. The obligation of the Purchaser to accept for payment Shares or pay for any shares validly tendered in the Offer and not properly withdrawn shall be subject solely to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares, if any, then owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, voting power, represents at least a majority of the Shares then outstanding (determined on a Fully Diluted Basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a Fully Diluted Basis) and entitled to vote upon the adoption of this Agreement on the date Shares are accepted for payment (collectively, the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or the Purchaser in their sole discretion, of the other conditions and requirements set forth in Annex I. (b) Subject to the satisfaction of the Offer Conditions. Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser expressly reserves the right, in its their sole discretion, of the other conditions and requirements set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to waive the Offer promptly after the Purchaser is legally permitted to do so under applicable Law (the date and time of acceptance for payment of such Shares, the “Acceptance Time”). Parent shall provide or cause to be provided to the Purchaser on a timely basis funds sufficient to purchase and pay for any and all Shares that the Purchaser becomes obligated to accept for payment and purchase pursuant to the Offer. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the holder of such condition Share in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(e). (other than c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition as defined and the other conditions and requirements set forth in Annex I. Parent and the Purchaser expressly reserve the right to increase the Offer ConditionsPrice, waive any condition to the Offer (except the Minimum Condition) and or to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no the Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend or modify any of the other conditions and requirements to the Offer in a manner adverse to the holders of Shares, (vi) impose additional conditions to the Offer or (vii) extend the Expiration Date other than in addition accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at 9:00 p.m. (Eastern time) on July 1, 2010 (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to those which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) Notwithstanding anything in this Agreement to the contrary, the Purchaser shall be permitted and required to extend the Offer from time to time only as follows (and the Purchaser and Parent shall not extend the Offer for any other reason without the prior written consent of the Company) (i) if on any then-scheduled Expiration Date any of the conditions to the Offer (including the Minimum Condition or the other conditions and requirements set forth herein which are adverse in Annex I) have not been satisfied or, to holders the extent permitted, waived by Parent or the Purchaser, then the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for successive periods of 10 Business Days each in order to permit the satisfaction of such condition or conditions or, to the extent permitted, the waiver of such condition or conditions, and (ii) the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period required by any rule, regulation, interpretation or position of the SharesSEC or the staff thereof applicable to the Offer. (f) If necessary to obtain sufficient Shares to reach the Short Form Threshold (without regard to Shares issuable upon the exercise of the Top-Up Option or Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee), the Purchaser may, in its sole discretion, provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. Purchaser covenants and agrees that, subject Subject to the terms and conditions of this AgreementAgreement and the Offer, including but not limited the Purchaser shall, and Parent shall cause the Purchaser to, immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer Conditionsduring such “subsequent offering period”. The Offer Documents shall provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company unless this Agreement is terminated pursuant to Article 7. If this Agreement is terminated pursuant to Article 7, it will accept for payment the Purchaser shall, and pay for Shares as soon as it Parent shall cause the Purchaser to terminate the Offer promptly. If the Offer is permitted to do so under applicable lawterminated by the Purchaser, subject or this Agreement is terminated prior to the prior satisfaction purchase of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend Shares in the Offer, notwithstanding the prior satisfaction Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares that have not then been purchased in the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration registered holders thereof. (h) On the date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% commencement of the outstanding Shares so that Offer, Parent and the Merger could not be effected without a meeting of Purchaser shall file with the Company's stockholders SEC, in accordance with Rule 14d-3 under the applicable provisions of the DGCL; provided thatExchange Act, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with all amendments, supplements and exhibits thereto, the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the “Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffTO”). The Schedule 14D-1 will contain a supplement to TO shall include, as exhibits: the Offer to Purchase dated April 21Purchase, 1997 and revised forms a form of the related letter of transmittal (which Schedule 14D-1transmittal, Offer to Purchase a form of summary advertisement and other documentsancillary Offer documents and instruments required by the Exchange Act pursuant to which the Offer shall be made (collectively, together with any further amendments and supplements or amendments thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Company shall promptly furnish to Parent all information concerning the Company that may be reasonably requested by Parent in connection with any action contemplated by this Section 1.1(h). Parent and all amendments thereto will comply in all material respects with the Securities Exchange Act Purchaser agree to cause the Offer Documents to be disseminated to holders of 1934Shares, as amended and to the extent required by the Exchange Act, the SEC or its staff or The New York Stock Exchange (the "Exchange Act"“NYSE”). Parent and the Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees promptly other hand, agree to correct promptly any information provided by it such party for use in the Offer Documents Documents, if and to the extent that such information shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 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 lawsthe Exchange Act. No representation is made by Parent or the Purchaser with respect to information supplied by the Company for inclusion in the Offer Documents. Except in connection with a disclosure regarding a Change of Board Recommendation or an Acquisition Proposal received by the Company, the Company and its counsel shall be given a reasonable opportunity to review and comment upon the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, except in connection with a disclosure regarding a Change of Board Recommendation or an Acquisition Proposal received by the Company, Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review and comment upon any such written responses and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. (i) The Offer Price shall be automatically adjusted to the extent appropriate to reflect the effect of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction with respect to shares of Company Common Stock occurring or having a record date on or after the date of this Agreement and prior to the payment by the Purchaser for the Shares.

The Offer. (a) Provided that Within a reasonable period of time after the date of the execution of this Agreement, Merger Sub shall, as soon as practicable, but in no event later than the tenth Business Day after the date of this Agreement, commence and Parent shall have occurred cause Merger Sub to commence (within the meaning of Rule 14d-2 under the Exchange Act), the Offer. The obligation of Merger Sub to commence the Offer and no circumstance to accept for payment, and pay for Company Shares tendered pursuant to the Offer shall exist which would result in a failure be subject to satisfy any of the (i) those conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall which may be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, waived by Merger Sub in its sole discretion; provided, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offerhowever, provided that, unless previously approved by without the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting consent of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentenceexcept as contemplated by Section 2.01(e), the Offer Merger Sub shall not be subject to any conditions other than (i) waive the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions Minimum Tender Condition), and (ii) the absence receipt by Merger Sub of any intentional breach a certificate signed by duly authorized officers of the Company (as provided in Annex A(c)(iii)) to the effect that the condition to the obligation of the representations, warranties, covenants or agreements Merger Sub set forth in this Agreement which Annex A(c)(iii) has a Material Adverse Effect on been satisfied. Subject to the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach provisions of this Agreement) or, except the Offer shall initially expire on the twentieth business day from and after the date the Offer is commenced, including the date of the commencement of the Offer as the first business day in accordance with respect to the Minimum ConditionRule 14d-2, may be waived by Purchaserunless this Agreement is terminated in accordance with Article VIII, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate which case the Offer upon termination (whether or not previously extended in accordance with the terms hereof) shall expire on such date of this Agreement pursuant to its termstermination. (b) As soon as reasonably practicable after on the date hereofof commencement of the Offer, Parent and in any event within five business days from Merger Sub shall file with the date hereof, Purchaser and Parent shall amend their SEC with respect to the Offer a Tender Offer Statement on Schedule 14D-1 TO (together with all amendments and supplements thereto, the "SCHEDULE TO"), which will comply in all material respects with the provisions of applicable federal securities laws and will contain an offer to purchase relating to the Offer (the "Schedule 14D-1OFFER TO PURCHASE") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter letters of transmittal and summary advertisement (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). The Schedule 14D-1 Parent and Merger Sub shall make all amendments thereto will comply in all material respects with filings required by applicable state law relating to the Securities Exchange Act of 1934, as amended Offer (the "Exchange ActSTATE FILINGS")) as and when required by applicable state law. Parent and Merger Sub will deliver copies of the proposed forms of the Schedule TO, the Offer Documents and the rules and regulations promulgated thereunder. Parent, Purchaser and State Filings (as well as any change thereto) to the Company each agrees within a reasonable time prior to the commencement of the Offer for prompt review and comment by the Company and its counsel. Parent and Merger Sub will provide the Company and its counsel in writing any comments that Merger Sub, Parent or their counsel may receive from the SEC or its staff or any applicable state authority with respect to the Offer Documents or the State Filings promptly to after the receipt thereof. Parent and Merger Sub shall promptly correct any information provided by it for use in the Schedule TO, the Offer Documents or the State Filings that shall have become false or misleading in any material respect, respect and Parent and Purchaser further agree to take all steps necessary to cause the such Schedule 14D-1 TO, Offer Documents or State Filings as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be any applicable state authority and disseminated to holders the stockholders of Sharesthe Company, in each case as and to the extent required by applicable federal securities lawslaw. Parent and Merger Sub will provide copies of any amendments or supplements to the Offer Documents, the Schedule TO or the State Filings prior to any filing of such amendments or supplements with the SEC or any applicable state authority in order to provide the Company and its counsel with a reasonable opportunity to review and comment. (c) Each of Parent and Merger Sub expressly reserves the right to modify the terms of the Offer, except that neither Parent nor Merger Sub shall, without the prior written consent of the Company, (i) decrease the price per Company Shares payable in the Offer, (ii) change the form of consideration payable in the Offer, (iii) decrease the number of Company Shares sought pursuant to the Offer (except as contemplated by Section 2.01(e)), (iv) change or modify the conditions to the Offer in a manner adverse to the Company or holders of Company Shares, (v) impose additional conditions to the Offer, or (vi) amend any term of the Offer in any manner adverse to the Company or holders of Company Shares. So long as this Agreement is in effect and the conditions contained in Annex A have not been satisfied or waived, Parent shall cause Merger Sub to cause the Offer not to expire until 30 Business Days after such time as all of the conditions contained in Annex A have been satisfied or waived, except for the Minimum Tender Condition. Merger Sub may, without the consent of the Company, further extend the Offer, (i) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (ii) from time to time, for an aggregate period of not more than ten (10) business days (for all such extensions under this clause (ii)) beyond the latest expiration date that would be permitted under the preceding sentence or clause (i) of this sentence. Subject to and in accordance with the terms and conditions of the Offer and this Agreement (but subject to the right of termination in accordance with Article VIII), Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and pay for, in accordance with the terms of the Offer, all Company Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the expiration of the Offer. In addition to the foregoing, Merger Sub may provide for a "subsequent offering period" to the extent provided in Rule 14d-11 under the Exchange Act after the purchase of Company Shares pursuant to the Offer. (d) On or prior to the date that Merger Sub becomes obligated to accept for payment and pay for Company Shares pursuant to the Offer, Parent will provide or cause to be provided to Merger Sub the funds necessary to pay for all Company Shares that Merger Sub becomes obligated to accept for payment and pay for pursuant to the Offer. (e) Notwithstanding anything to the contrary in this Agreement, Merger Sub may waive the Minimum Tender Condition without the consent of the Company as long as Merger Sub is permitted by applicable law to and does exercise the Options (as defined in the Stockholders Agreements) immediately following the consummation of the Offer and acquires title to all of the Company Shares subject thereto and as a result of such exercise and purchase of Shares under the Offer, the aggregate amount of Company Shares acquired by Merger Sub exceeds the Minimum Tender Condition.

The Offer. The obligations of Parent, Hold Co. and Purchaser, and each of them, under this Agreement are primary, binding obligations of each of them as to one another and as to the Company, in all cases jointly and severally, irrespective of any references in this Agreement to obligations of any one or combination of Parent, Hold Co. and Purchaser. (a) Provided that no event If this Agreement shall not have occurred terminated in accordance with its terms and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Paragraphs (a) through (e) of Annex A I hereto shall have occurred or be existing, no later than ten (10) business days after the "Offer Conditions")public announcement of the terms of this Agreement, the Purchaser shall amend commence the Offer, in accordance with the requirements of Regulations 14D and 14E promulgated under the Exchange Act, and any applicable State securities laws, to purchase all of the issued and outstanding Common Shares for the Offer Price net to the seller thereof in cash (subject to applicable withholding taxes); provided, however, that the Purchaser shall commence the Offer as soon as practicable after the date hereofpublic announcement of the terms of this Agreement, and but in any no event within five later than ten (10) business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make after such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawspublic announcement. The obligation of Purchaser to accept for payment purchase any Common Shares tendered under this Agreement shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) there being tendered and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 not withdrawn prior to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the Expiration Date (or any subsequent expiration date of if the Offer (including Expiration Date shall be extended as a result of any extensions thereof), there shall have been tendered more than 80% but provided for herein) not less than 90% of the outstanding Common Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with Company (the applicable provisions "Minimum Purchase"). (b) The Offer shall expire and terminate on the twentieth (20th) business day from the commencement of the DGCL; provided that, after Offer (the initial extension pursuant to this sentence, the Offer shall not be "Expiration Date") subject to any conditions other than (iextension of the Offer required by Applicable Securities Laws to disseminate revised Offer Documents pursuant to Section 1(c)-(e) of the Agreement; provided, however, that the Purchaser shall extend the Expiration Date up to the maximum period permitted by law, to satisfy any of the conditions set forth in clauses Annex I hereto, provided that (a)(ii) or (ii) or (d)(ii) the failure of such conditions to be satisfied is not due to a breach of this Agreement by the Offer Conditions Company, which breach cannot be cured within a reasonable time and (ii) Purchaser reasonably believes that such extensions are necessary to satisfy the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements conditions set forth in Annex I, but notwithstanding the foregoing, the Purchaser shall not be required to extend the Expiration Date beyond ten (10) business days. (c) If this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser shall not have been terminated in accordance with its terms and may be asserted by Purchaser regardless none of the circumstances giving rise to any such condition events set forth in Paragraphs (other a) through (e) of Annex I hereto shall have occurred or be existing, no later than any action or inaction by Purchaser or Parent constituting a breach ten (10) business days after the public announcement of the terms of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed file with the Securities and Exchange Commission (the "SEC" or "Commission") the Purchaser's Tender Offer Statement on April 21Schedule TO with respect to the Offer, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 Merger and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal other transactions contemplated thereby (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"), containing (as exhibits) the Purchaser's offer to purchase the Common Shares (the "Offer to Purchase") which shall be mailed to the holders of Common Shares with respect to the Offer, and which shall contain the conditions set forth in Annex I hereto and no others; it being understood that the Offer shall be on the terms and subject to the conditions that are agreed to by the parties hereto and no others and that the Purchaser shall file the Tender Offer Statement on Schedule TO as soon as practicable, but in no event later than ten (10) business days after such public announcement. The Schedule 14D-1 Company and its advisors shall be given an opportunity to review and comment upon the Offer Documents prior to the filing thereof with the SEC, and the Purchaser shall consider such comments in good faith. Purchaser agrees to provide the Company and its counsel any comments which Purchaser or its counsel may receive from the Staff or the SEC with respect to the Offer Documents promptly after receipt thereof. (d) The obligation of Purchaser to accept for payment or pay for any Common Shares tendered pursuant to the Offer will be subject only to the satisfaction or waiver (to the extent permitted by this Agreement) of the conditions set forth in Annex I hereto. Without the prior written consent of the Company, the Purchaser shall not (i) purchase any Common Shares unless such purchases (by themselves or in combination with prior purchases) constitute more than 50% of the outstanding Common Shares (ii) decrease the price per Common Share or change the form of consideration payable in the Offer, (iii) decrease the number of Common Shares sought to be purchased in the Offer, or (iv) change the conditions set forth in Annex I, impose additional conditions to the Offer or amend any other term of the Offer in any manner adverse to the holders of Common Shares; provided, however, the Purchaser expressly reserves the right to waive any condition to the Offer without the consent of the Company. Subject to the terms of the Offer and this Agreement and the satisfaction or waiver of all amendments thereto of the conditions of the Offer set forth in Annex I hereto as of any expiration date, Purchaser will accept for payment and pay for all Common Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after such Expiration Date (the time of such purchase being referred to herein as the "Offer Purchase Closing"). (e) Subject to Section 8.01, if any of the conditions set forth in Annex I hereto are not satisfied or, to the extent permitted by this Agreement, waived by the Purchaser as of the Expiration Date (or any subsequently scheduled expiration date), Purchaser may extend the Offer from time to time, including a subsequent offering period pursuant to Rule 14d-11. In each such instance, Purchaser may extend the Offer for the shortest time periods permitted by law and to the extent that Purchaser reasonably believes such extensions are necessary until the consummation of the Offer. Each of the parties hereto shall use its reasonable best efforts to cause all conditions precedent set forth in Annex I to be fulfilled and avoid the occurrence of any event or to cure any event which may prevent such conditions precedent set forth in Annex I from being fulfilled (it being understood that notwithstanding the satisfaction of the conditions set forth in Annex I hereto, the Purchaser shall have the right to extend the Offer for as long as such Offer may remain open under applicable state and federal law). (f) The Offer Documents shall comply in all material respects with the provisions of Applicable Securities Exchange Act Laws on the date such Offer Documents are filed with the SEC. On the date first published, sent or given to the Company's shareholders, the Offer Documents shall not contain any untrue statement of 1934a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, as amended (in light of the "Exchange Act")circumstances under which they were made, not misleading, except that no representation is made by the Purchaser Group with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent, Hold Co. and the Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect, ; and Parent the Purchaser Group and Purchaser each of them further agree agrees to take all steps necessary to cause the Schedule 14D-1 Offer Documents as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Sharesthe Company's shareholders, in each case case, as and to the extent required by applicable federal securities lawsApplicable Securities Laws. (g) Purchaser shall terminate the Offer as soon as practicable following termination of this Agreement pursuant to Section 8.01 of this Agreement.

The Offer. (a) Provided that no event (i) this Agreement shall not have occurred been terminated in accordance with Section 8.1, (ii) the Company is prepared (in accordance with Section 2.2(b)) to file the Schedule 14D-9 on the same date as the Purchaser commences the Offer and no circumstance shall exist which would result in a failure to satisfy any (iii) none of the conditions or events set forth in clauses (i) through (vii) of Annex A hereto (the "Offer Conditions")I shall have occurred or be continuing, Purchaser shall amend the Offer as soon promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, the Purchaser shall (and in any event Parent shall cause the Purchaser to) commence, within five business days from the date hereofmeaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”), the Offer to purchase all the outstanding Shares at the Offer Price, subject to: (i) the condition that there being validly tendered in the Offer and not properly withdrawn prior to increase the purchase price offered Expiration Date that number of Shares which, together with the number of Shares (if any) then beneficially owned by Parent or the Purchaser or with respect to $21.00 per Sharewhich Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis as of immediately following the Acceptance Time (excluding from the number of tendered Shares, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee)) and entitled to vote in the election of directors or (if a greater majority) on the adoption of this Agreement (collectively, the “Minimum Condition”); and (ii) to modify the conditions satisfaction, or written waiver (where permitted by applicable Law) by Parent or the Purchaser, of the Offer to conform to the Offer Conditions other conditions and requirements set forth in Annex I. (iiib) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject Subject to the satisfaction of the Minimum Condition and the satisfaction, or written waiver (where permitted by applicable Law) by Parent or the Purchaser, of the other conditions and requirements set forth in Annex I, the Purchaser shall (and Parent shall cause and enable the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer Conditionspromptly after the Purchaser is legally permitted to do so under applicable Law in accordance with the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 3.2(f). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and the Purchaser expressly reserves reserve the rightright to waive (where permitted by applicable Law), in its their sole discretion, in whole or in part, any of the conditions set forth on Annex I, to waive any such condition (other than the Minimum Condition as defined in increase the Offer Conditions) and Price or to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no the Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex I in a manner adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless 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 twenty-one (21) Business Days following the commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer in addition to those (including the Minimum Condition and the other conditions and requirements set forth herein which are adverse in Annex I) have not been satisfied or, where permitted by applicable Law, waived in writing by Parent or the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer on one or more occasions, for successive periods of up to holders twenty (20) Business Days each, in order to permit the satisfaction of such conditions. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the SharesU.S. Securities and Exchange Commission (the “SEC”) or its staff. Notwithstanding the foregoing, the Purchaser covenants shall not be required to extend the Offer for any reason beyond September 17, 2011 (the “Outside Date”). (f) Notwithstanding the foregoing, if necessary to obtain sufficient Shares to reach the Short Form Threshold, the Purchaser shall (and agrees thatParent shall cause the Purchaser to), subject provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of not more than twenty (20) Business Days in the aggregate; provided, however, that if the Purchaser exercises the Top Up Option pursuant to Section 2.4, it shall not be required to provide for a “subsequent offering period.” Subject to the terms and conditions of this AgreementAgreement and the Offer, including but not limited the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to during any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion“subsequent offering period”. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.The

The Offer. (a) Provided that Subject to compliance with the four conditions listed below, as promptly as practicable, but in no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")later than Tuesday, Purchaser shall amend the Offer April 4, 2000, or, if later, as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions each of the Offer to conform to four conditions listed below has been satisfied, Merger Sub shall commence (within the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions meaning of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so Rule 14d-2 under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act")) the Offer for ------------ any and all of the Shares at the Offer Price, which Offer shall be subject to the conditions set forth in Annex A (as defined below): (i) This Agreement shall not have been terminated in accordance with Article VIII; (ii) Each member of the Board of Directors of the Company on and as of the date hereof shall have entered into a binding agreement with Parent and Merger Sub obligating him or her (x) to tender all shares held by him or her into the Offer unless the Board determines not to recommend the Offer pursuant to Section 1.2(b) or Section 6.2(b), and (y) to appoint new members to and to resign from the Board of Directors to the extent required in order to allow the Company to comply with Section 1.3(a); (iii) The employment agreement between the Company and Xxxx X. Xxxxxxxx and the amendment to the employment agreement between the Company and H. Xxxx Xxxxx, substantially in the form previously conveyed by Parent to the Company (together, the "Employment Agreements"), shall have been executed and remain in effect; and (iv) The Company shall be prepared to comply with Sections 1.2(b) and 6.3(c). The parties agree such public announcement shall occur promptly after the execution and delivery of this Agreement. The obligation of Merger Sub to accept for payment and to pay for any Shares tendered shall be subject only to (i) the condition that more than a majority of the issued and outstanding Shares be validly tendered and not withdrawn (the "Minimum Condition"), and (ii) the other ----------------- conditions set forth in Annex A hereto ("Annex A"). Merger Sub expressly ------- reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that, unless previously approved by the Board of Directors of the Company (the "Company's --------- Board") in writing, no change may be made which (i) decreases the Offer Price, ----- (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, (iv) imposes conditions to the Offer in addition to those set forth in Annex A, (v) amends the conditions set forth in Annex A to broaden the scope of such conditions, (vi) amends any other term of the Offer in a manner adverse to the holders of the Shares, (vii) extends the Offer except as provided in Section 1.1(b), or (viii) amends the Minimum Condition. It is agreed that the conditions set forth in Annex A, other than the Minimum Condition, are for the sole benefit of Parent and Merger Sub and may be waived by Parent or Merger Sub, in whole or in part at any time and from time to time in its sole discretion; the Minimum Condition may only be waived by Parent with the prior written approval of the Company's Board. 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 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 (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 Company's Board, Merger Sub may (i) from time to time extend the Offer (each such individual extension not to exceed five (5) Business Days after the previously scheduled Expiration Date), 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 a subsequent offering period (as provided in Rule 14d-11 under the Exchange Act) of up to twenty (20) Business Days in order to acquire over 90% of the outstanding Shares, provided that no such extension for a subsequent offering period shall occur unless Merger Sub has purchased Shares in number fulfilling the Minimum Condition and all additional shares tendered through the period of the last Expiration Date. Merger Sub agrees that if any of the conditions to the Offer set forth on Annex A other than the last two conditions thereon (conditions (a) and (b) on page A-2 of this Agreement) are not satisfied on any scheduled Expiration Date, then if all such conditions are reasonably capable of being satisfied prior to May 31, 2000, Merger Sub shall extend the Offer from time to time (each such individual extension not to exceed ten (10) Business Days after the previously scheduled Expiration Date) until such conditions are satisfied or waived; provided, that Merger Sub shall not be required to extend the Offer beyond, and without the approval of the Company's Board the Offer will not be extended beyond, May 31, 2000. Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment and pay for pursuant to the Offer, as promptly as practicable after the expiration of the Offer. (c) As soon as practicable on the date the Offer is commenced, Merger Sub shall file with the SEC a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, and including all exhibits thereto, the "Schedule TO") with respect to the Offer. The Schedule TO shall contain as an ----------- exhibit or incorporate by reference the Offer to Purchase (or portions thereof) and forms of the related letter of transmittal and summary advertisement. Parent and Merger Sub agree that the Schedule TO, the Offer to Purchase and all amendments or supplements thereto (which together constitute the "Offer ----- Documents") shall comply in all material respects with the Exchange Act and the --------- rules and regulations promulgated thereunderthereunder 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 in writing specifically for inclusion or incorporation by reference in the Offer Documents. The Company agrees that the written 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, Purchaser Merger Sub and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and Parent and Purchaser Merger Sub further agree to take all steps necessary to cause the Schedule 14D-1 TO as so corrected 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 reasonable opportunity to review and comment on the Offer Documents prior to the filing thereof with the SEC. Merger Sub agrees to provide the Company with any comments (in writing if such comments are received orally or a copy of any written comments) Merger Sub 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. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Article Eight hereof and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A hereto (the "Offer Conditions")I shall have occurred and be continuing, Purchaser shall amend the Offer as soon promptly as practicable after the date hereofreasonably practicable, and in any event within five business days from the date hereofon or prior to April 27, 2009, Parent (i) shall cause the Purchaser to increase commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (including the rules and regulations promulgated thereunder, the “Exchange Act”)) an offer to purchase price offered to $21.00 per Share, all of the outstanding Company Shares at the Offer Price; (ii) to modify the conditions shall, upon commencement of the Offer but after affording the Company a reasonable opportunity to conform to review and comment thereon, file a Tender Offer Statement on Schedule TO and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, in each case in connection with the Offer Conditions (the “Offer Documents”); and (iii) shall use its reasonable best efforts to make such other amendments as are required consummate the Offer, subject to conform the Offer to terms and conditions thereof and the terms and conditions of this Agreement and provisions of applicable lawsAgreement. The obligation of the Purchaser to accept for payment or pay for any Company Shares validly tendered shall and not validly withdrawn prior to the expiration of the Offer will be subject only to the satisfaction or waiver of the conditions set forth in Annex I hereto (the “Tender Offer Conditions. ”). (b) Parent on behalf of the Purchaser expressly reserves the rightright from time to time, in its sole discretionsubject to Section 1.1(c), to waive any such condition (other than of the Minimum Condition as defined in Tender Offer Conditions or to increase the Offer Conditions) and Price or to make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after without the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) prior written consent of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representationsCompany, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.the

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Article IX hereof and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A I hereto (the "“Tender Offer Conditions"”) shall have occurred and be continuing, on April 4, 2007 (or such other day as the parties shall agree in writing), the Parent shall cause the Purchaser (and the Seller shall amend cooperate with the Parent and the Purchaser) to commence (within the meaning of Rule 14d-2 of the Exchange Act) an offer to purchase all outstanding shares of Seller Common Stock at the Offer as soon as practicable Price and shall use its reasonable best efforts to consummate the Offer, subject to the terms and conditions hereof and thereof. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the Tender Offer Conditions, the Purchaser shall, and the Parent shall cause it to, promptly after the date hereofexpiration of the Offer, accept for payment, and in pay for (after giving effect to any event within five business days from the date hereofrequired withholding Tax), (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions all shares of the Offer to conform Seller Common Stock validly tendered pursuant to the Offer Conditions and not withdrawn (iiithe time and date of acceptance for payment, the “Acceptance Date”). (b) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive waive, in whole or in part, any such condition (other than the Minimum Tender Offer Condition as defined in the Offer Conditions) and make any other changes in or modify the terms and conditions of the Offer; provided, provided thathowever, unless previously approved by that without the Company in writingprior written consent of the Seller, no the Purchaser shall not decrease the Offer Price or change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, waive or amend the Minimum Condition (other than by adding considerationas defined in Annex I hereto), reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.decrease the

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto As promptly as reasonably practicable (the "Offer Conditions"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from fifteen (15) Business Days after the date hereofof this Agreement, subject to compliance by the Company of its obligations pursuant to Section 1.2), the Purchaser shall (iand Parent shall cause Purchaser to) to increase commence, within the purchase price offered to $21.00 per Sharemeaning of Rule 14d-2 under the Exchange Act, (ii) to modify the conditions of the Offer to conform to purchase all of the outstanding Shares for cash at the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsPrice. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions consummation of the Offer, provided that, unless previously approved by and the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders obligation of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted tendered pursuant to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result and any obligation of any extensions thereofParent to cause the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than to: (i) there being validly tendered in the conditions set forth in clauses Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (a)(iif any) then owned by Parent or (ii) any of its wholly-owned direct or (d)(ii) indirect Subsidiaries, including the Purchaser, represents at least a majority of the Offer Conditions Shares then outstanding and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and (ii) the absence of any intentional breach satisfaction, or waiver by the Company Purchaser (to the extent permitted in Annex I), of each of the representationsother conditions set forth in Annex I. For the purposes of determining the Minimum Condition, warrantiesthe “number of Shares then outstanding” and “number of shares of capital stock of the Company outstanding” shall mean, covenants without duplication, (i) the aggregate number of Shares then-outstanding, plus (ii) the aggregate number Shares subject to then-outstanding vested Company RSUs and vested Company PSUs that have not yet settled into Shares that are then-outstanding, plus (iii) the aggregate number of Shares that the Company is required to issue upon conversion, settlement or agreements exercise of all then-outstanding Company Options for which the Company has received notices of exercise or conversion and payment of the applicable aggregate exercise price prior to the expiration of the Offer and for which the Company has not yet issued Shares. Other than the Minimum Condition, and subject to Annex I, the conditions to the Offer set forth in this Agreement which has a Material Adverse Effect on Section 1.1 and clause (c) of the Corporation. It is agreed that the Offer Conditions initial paragraph of Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to any such condition conditions (except if any breach of the Merger Agreement or other than any action or inaction by Parent or the Purchaser has been a proximate cause of or Parent constituting a breach proximately resulted in the failure or the non-satisfaction of any such condition) and, subject to the other terms of this Agreement) or, except with respect to the Minimum ConditionAgreement (including Annex I), may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by the Purchaser (to the extent permitted by Annex I), of each of the other conditions set forth in Annex I, the Purchaser shall, and Parent shall cause the Purchaser to, upon the Expiration Date, cause the Acceptance Time to occur, and the Purchaser shall, and the Parent shall cause the Purchaser to, accept for payment all Shares validly tendered and not properly withdrawn pursuant to the Offer upon the occurrence of the Acceptance Time and pay for such Shares as reasonably promptly as practicable after the date hereof, (and in any event within five business days from not more than two (2) Business Days) following the date hereofAcceptance Time. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid, without interest, subject to any applicable withholding taxes. To the extent any such amounts are so withheld and paid to the applicable Governmental Authority, such amounts shall be Table of Contents treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions set forth in Annex I. The Purchaser expressly reserves the right to increase the Offer Price or to make any other changes in the terms and conditions of the Offer; provided, however, that, notwithstanding anything herein to the contrary, except as approved in advance by the Company in writing, the Purchaser shall not, and Parent shall cause Purchaser not to, (i) decrease the Offer Price, (ii) change the form of consideration payable in the Offer (other than adding consideration), (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend their Tender or waive the Minimum Condition or the condition set forth in clauses (a), (b), (c)(ii), or (c)(viii) of Annex I, (v) add to or amend any of the other conditions to the Offer Statement on Schedule 14D-1 set forth in Annex I, (vi) except as provided in Section 1.1(e), extend the "Schedule 14D-1"Offer or (vii) otherwise amend the Offer in any manner that is adverse to the holder of Shares. Notwithstanding anything to the contrary in this Agreement, the Offer Price shall be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including any dividend or distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or other like change with respect to the Shares, occurring on or after the date of this Agreement and prior to the Acceptance Time, and such adjustment to the Offer which was originally filed Price shall provide to the holders of Shares the same economic effect as contemplated by this Agreement prior to such action; provided, that nothing in this sentence shall be construed to permit the Company to take any action with respect to its securities that is not permitted by the terms of this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall initially expire at midnight (New York City time) at the end of the day on the date that is twenty (20) Business Days (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended as required by or otherwise permitted by this Agreement, the date and time to which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on the then scheduled Expiration Date, any condition to the Offer (including the Minimum Condition and the other conditions set forth in Annex I) has not been satisfied, or, where permitted by applicable Law, this Agreement and Annex I, waived by the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to), extend the Offer for successive periods of ten (10) Business Days each in order to permit the satisfaction of such conditions until satisfied or this Agreement is terminated in accordance with its terms. In addition, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the United States Securities and Exchange Commission (the "“SEC" ”) or "Commission"its staff or any applicable stock exchange, including the NYSE. Notwithstanding anything to the contrary in this Agreement, the Purchaser shall not be required to extend the Offer on more than two (2) on April 21occasions in the event that all of the conditions to the Offer have been satisfied or waived (if permitted hereunder) except for the Minimum Condition. Nothing in this Section 1.1(e) shall be deemed to impair, 1997limit or otherwise restrict in any manner the right of Parent or the Company to terminate this Agreement pursuant to ARTICLE VII hereof. (f) The Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to ARTICLE VII. If this Agreement is terminated pursuant to ARTICLE VII, the Purchaser shall (and Parent shall cause Purchaser to) promptly (and in any event within 48 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall (and Parent shall cause Purchaser to) promptly return, and shall file such amendment cause any depositary acting on behalf of the Purchaser to return, in accordance with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commissionapplicable Law, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement all tendered Shares to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to registered holders of Shares, in each case as and to the extent required by applicable federal securities lawsthereof.

The Offer. (a) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend the Offer as soon As promptly as practicable after the date hereof, (and in any event within five business days from seven Business Days after the date hereof; provided that if the Company fails to satisfy its obligations under Section 1.2(b) in a timely manner to allow for the Purchaser to reasonably meet such seven Business Day deadline, then Purchaser shall have a reasonable additional period of time in which to commence the Offer as promptly as practicable after receiving the information from the Company under Section 1.2(b)), the Purchaser shall (iand Parent shall cause Purchaser to) to increase commence, within the purchase price offered to $21.00 per Sharemeaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (ii) to modify the conditions of “Exchange Act”), the Offer to conform to purchase all the outstanding Shares at the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsPrice. The obligation consummation of the Offer, and the obligations of the Purchaser to accept for payment and pay for the Shares tendered pursuant to the Offer shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned of record by Parent or the Purchaser or with respect to which Parent or the Purchaser otherwise has, directly or indirectly, sole voting power (other than pursuant to the Support Agreement), represents at least a majority of the Shares then outstanding on a fully diluted basis (and in any event no less than a majority of the voting power of the shares of capital stock of the Company then outstanding on a fully diluted basis and entitled to vote upon the adoption of this Agreement) (collectively, the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or the Purchaser, of the other conditions set forth in Annex I. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or waiver by Parent or the Purchaser, of the other conditions set forth in Annex I, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer Conditionsas promptly as practicable after the Purchaser is legally permitted to do so under applicable Law. Purchaser expressly reserves The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the rightOffer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in its sole discretionaccordance with Section 2.7. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, to waive any such condition (other than including the Minimum Condition as defined and the other conditions set forth in Annex I. Parent and the Purchaser expressly reserve the right to increase the Offer Conditions) and Price or to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no the Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer except in the situation where Parent or Purchaser adds new additional consideration to the Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend any of the other conditions to the Offer in addition to those set forth herein which are in Annex I in a manner adverse to the holders of Shares, or (vi) extend the SharesExpiration Date in a manner other than in accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is 20 Business Days following the commencement of the Offer (within the meaning of Rule 14d-2 under the Exchange Act) (such date and time, the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date and time on which the Offer has been so extended (the Initial Expiration Date, or such later date and time to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer (including the Minimum Condition and the other conditions and requirements set forth in Annex I) have not been satisfied, or waived by Parent or the Purchaser, the Purchaser shall (and Parent shall cause the Purchaser to) extend the Offer on one or more occasions for successive periods of up to 20 Business Days each, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions until the satisfaction, or, where permitted by applicable Law and this Agreement, waiver by Parent or the Purchaser of such conditions; provided, however, that the Purchaser shall not be required to extend the Offer if any condition to the Offer has not been satisfied on or prior to the date that is ninety days beyond the date hereof (the “Outside Date”); provided, however, that if as of the Outside Date either the HSR Condition or the CFIUS Condition shall not have been satisfied or any of the Other Required Governmental Approvals shall not have been obtained or any waiting period (or extension thereof) shall not have lapsed, then the Outside Date shall be extended for ninety days (the extended period being the “Outside Date”). Nothing in this Section 1.1(e) shall be deemed to impair, limit or otherwise restrict in any manner the right of Parent or the Purchaser covenants to terminate this Agreement pursuant to Article 7 hereof. In addition, the Purchaser shall extend the Offer for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of the U.S. Securities and agrees thatExchange Commission (the “SEC”) or its staff. (f) Notwithstanding the foregoing, subject only if necessary to obtain sufficient Shares (after taking into account and including Shares issuable upon the exercise of the Top-Up Option) to reach the Short Form Threshold, the Purchaser shall (and Parent shall cause the Purchaser to) provide for a “subsequent offering period” (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act of up to 10 Business Days, the length of the initial “subsequent offering period” and each extension thereof to be determined by the Purchaser in its sole discretion. Subject to the terms and conditions of this AgreementAgreement and the Offer, including but not limited the Purchaser shall (and Parent shall cause the Purchaser to) immediately accept for payment, and pay for, all Shares that are validly tendered pursuant to the Offer Conditions, it during such “subsequent offering period”. The Offer Documents will accept provide for payment and pay for Shares as soon as it is permitted the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.1(f). (g) The Purchaser shall not terminate the Offer prior to do so under applicable law, subject to any scheduled Expiration Date without the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting written consent of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension except if this Agreement is terminated pursuant to Article 7. If this sentenceAgreement is terminated pursuant to Article 7, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate (and Parent shall cause the Offer upon termination of this Agreement pursuant to its terms. Purchaser to) promptly (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from 24 hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by the Purchaser, or this Agreement is terminated prior to the purchase of Shares in the Offer, the Purchaser shall promptly return, and shall cause any depositary acting on behalf of the Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As soon as practicable on the date hereofof the commencement of the Offer, Parent and the Purchaser and Parent shall amend their file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with all amendments, supplements and exhibits thereto, the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the “Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffTO”). The Schedule 14D-1 will contain a supplement to TO shall include, as exhibits, the Offer to Purchase dated April 21Purchase, 1997 and revised forms a form of the related letter of transmittal and a form of summary advertisement (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments and supplements or amendments thereto, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Parent and all amendments thereto will comply in all material respects with the Securities Exchange Act Purchaser agree to cause the Offer Documents to be disseminated to holders of 1934Shares, as amended (and to the "extent required by the Exchange Act"). Parent and the Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and the Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 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 lawsthe Exchange Act. The Company and its counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel. In addition, Parent and the Purchaser shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, the Purchaser or their counsel may receive from time to time from the SEC or its staff with respect to the Schedule TO or the Offer Documents promptly after receipt of such comments, and any written or oral responses thereto. The Company and its counsel shall be given a reasonable opportunity to review any such written responses and Parent and the Purchaser shall give due consideration to the reasonable additions, deletions or changes suggested thereto by the Company and its counsel.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 9.01, and no circumstance shall exist which would result that none of the events described in a failure to satisfy any of the conditions paragraphs (c) or events set forth in (d) of Annex A hereto (the "Offer Conditions")have occurred, Purchaser shall amend commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)), the Offer as soon promptly as reasonably practicable after the date hereof, and but in any event within five by no later than ten (10) business days from after the date hereofinitial public announcement of the execution of this Agreement, at a price per Share equal to the Per Share Amount (ias adjusted as provided in Section 2.01(g), if applicable) and in compliance with Section 14(d) of the Exchange Act and all other provisions of applicable securities laws. (b) The obligation of Purchaser to increase accept for payment Shares tendered pursuant to the purchase price offered Offer shall be subject to $21.00 per Share, (iix) the satisfaction of the condition (the “Minimum Condition”) that there shall have been tendered and not validly withdrawn prior to modify the conditions expiration of the Offer to conform at least the number of Shares that, when added to the Offer Conditions Shares, if any, already owned by Parent and Purchaser or any of their respective affiliates, and without giving effect to any treasury shares, constitute a majority of the then outstanding Shares (including all Shares issuable upon the exercise or conversion of any options, warrants, rights or other convertible securities that, if applicable, have a per share exercise or “strike” price that is less than the Per Share Amount, but only to the extent that such options, warrants, rights or other securities have vested or could (by their respective terms) become vested on or prior to the Termination Date, including in connection with the Transactions), and (iiiy) to make such the satisfaction of each of the other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsconditions set forth in Annex A hereto. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsconditions. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that no event nothing shall have occurred and no circumstance shall exist which that, had the Offer referred to below been commenced, would result in give rise to a failure right to satisfy terminate the Offer pursuant to any of the conditions or events set forth in paragraphs (ii)(a) - (ii)(g) of Annex A hereto (the "Offer Conditions")I hereto, Purchaser shall amend the Offer then as soon promptly as practicable after the date hereof, hereof (and in any event within five eight (8) business days from of the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there Merger Sub shall have been tendered more than 80% but less than 90% (A) commence (within the meaning of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer (the "Offer") to purchase any and all of the outstanding shares of Company Common Stock at a price per Share equal to the Per Share Amount, net to the seller in cash, without interest and (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents (collectively, the "Offer Documents") with the Securities and Exchange Commission (the "SEC"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the rules disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer and regulations promulgated thereunder. not withdrawn prior to the Expiration Date (as hereinafter defined) a number of Shares that, together with the Shares then owned by Parent and/or Merger Sub or any other subsidiary of Parent, Purchaser represents at least a majority of the Shares outstanding on a Fully-Diluted Basis (as hereinafter defined) (the "Minimum Condition") and to the Company each agrees promptly other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to correct waive any information of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided by it for use that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) the condition to the Offer that the applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvement Act of 1976, as amended (the "HSR Act") or under any applicable foreign antitrust statutes or regulations shall have expired or been terminated (the "Regulatory Condition") may not be waived, (iii) no change may be made that changes the form of consideration to be paid, decreases the Per Share Amount or the number of Shares sought in the Offer Documents that or imposes conditions to the Offer in addition to those set forth in Annex I and (iv) no other change may be made to any term of the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, except as otherwise provided in this Section 1.01(a), without the consent of the Company, Merger Sub shall have become false the right to extend the Offer, provided that such extension does not extend beyond the later of (x) July 31, 2003 and (y) the date that is 30 days after the date that the Company has complied with its obligations under Section 6.03 (the "Outside Date") (i) from time to time if, at the scheduled or misleading in extended Expiration Date, any material respectof the conditions to the Offer shall not have been satisfied or waived, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC and or the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and staff thereof applicable to the extent Offer or any period required by applicable federal securities laws.law. The Offer shall remain open until 12:00 midnight on the date that is twenty (20) business days after the commencement of the Offer (the "Expiration Date"), unless Merger Sub shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be

The Offer. (a) Provided that Unless this Agreement shall have been terminated in accordance with Article VII, Merger Sub shall (and Parent shall cause Merger Sub to), in no event later than ten (10) Business Days after the date hereof, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934 (the “Exchange Act”)), a tender offer to purchase all of the outstanding shares of common stock, par value $0.001 per share (“Common Stock”), of the Company (the “Shares”) at a price of $137.00 per Share in cash, net to the seller but subject to any required withholding taxes (such tender offer and price, as they may from time to time be amended in accordance with this Agreement, the “Offer” and the “Offer Price,” respectively). The obligations of Merger Sub to (and of Parent to cause Merger Sub to) accept for payment and pay for any Shares validly tendered and not withdrawn pursuant to the Offer shall have occurred and no circumstance shall exist which would result in a failure be subject to satisfy any the satisfaction or waiver (to the extent permitted under applicable Laws) of the conditions or events set forth in Annex A hereto (the "“Tender Offer Conditions"”), Purchaser shall amend and no other conditions. The initial expiration date of the Offer shall be midnight (Eastern Time) on the date that is twenty-five (25) Business Days (determined as soon as practicable provided in Rule 14d-1(g)(3) under the Exchange Act) after the date hereofon which the Offer was commenced (the initial “Expiration Time” and any expiration time and date established pursuant to an extension of the Offer in accordance with this Agreement, and in any event within five business days from also an Expiration Time). Merger Sub expressly reserves the date hereof, right (i) to increase the purchase price offered to $21.00 per Share, amount of cash constituting the Offer Price and (ii) to modify the conditions of the Offer to conform waive any condition to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditionsextent permitted under applicable Laws) and make any other changes in or modify the terms and conditions of the Offer, provided except that, unless previously approved by without the Company in writingprior written consent of the Company, no change may be made which decreases Merger Sub shall not (A) reduce the price per Share payable in number of Shares subject to the Offer, changes the form of consideration payable in (B) reduce the Offer Price, (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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (iC) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to waive the Minimum Tender Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (bD) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.add to

The Offer. Subject to the provisions of this Agreement and this Agreement not having been terminated, if the Thermalloy Agreement is terminated prior to the Company's consummation of the transactions contemplated thereby, then Merger Sub may, upon written notice to the Company (athe "Purchaser Notice"), and shall if the Company so requests in writing (the "Company Request") Provided that (and the Purchaser shall cause Merger Sub 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 (the "Exchange Act"), as promptly as practicable but in no event shall have occurred and no circumstance shall exist which would result in a failure later than five business days after giving the Purchaser Notice or receiving the Company Request, an offer to satisfy any purchase all of the conditions or events set forth in Annex A hereto outstanding shares of Common Stock at a price (the "Offer ConditionsConsideration") of $24.50 per share of Common Stock net to the seller in cash (the "Offer"). Subject to the conditions set forth in EXHIBIT A, Merger Sub shall not withdraw the Offer and shall purchase all Common Stock duly tendered and not withdrawn. The obligation of Merger Sub to, and of Purchaser to cause Merger Sub to, accept for payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the condition that there shall have been validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of shares of Common Stock which, together with the shares then owned by Purchaser or Merger Sub, represents at least a majority of the shares of Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer conditions set forth in Exhibit A to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach For purposes of this Agreement) or, except with respect to the Minimum Condition"on a fully diluted basis" means, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from date, the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms number of the related letter shares of transmittal (which Schedule 14D-1, Offer to Purchase and other documentsCommon Stock outstanding, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act number of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and shares of Common Stock the Company each agrees promptly is then required to correct any information provided by it for use in issue pursuant to obligations outstanding at that date under the Offer Documents that shall have become false Stock Option Plans or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.otherwise

The Offer. (a) Provided that no event this Agreement has not been terminated in accordance with SECTION 8.1 and none of the events or facts set forth in ANNEX II hereto shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")be existing, Purchaser shall amend will commence the Offer as soon promptly as reasonably practicable after the date hereof, and but in any no event within later than five business days from after the date hereof, (i) initial public announcement of Purchaser's intention to increase commence the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsOffer. The obligation of Purchaser to commence the Offer and accept for payment payment, and pay for, any Common Shares tendered shall pursuant to the Offer will be subject to (i) the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in "MINIMUM CONDITION") that at least the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Common Shares to be purchased in the Offer, or imposes conditions that when added to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Common Shares already owned by TDS and Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but shall constitute not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that (or such other amount which would allow the Merger could not to be effected without a meeting of the Company's stockholders shareholders in accordance with Section 253 of the Delaware Law) of the issued and outstanding Common Shares shall have been validly tendered and not withdrawn prior to the expiration of the Offer, (ii) the condition that the Asset Contribution Agreement be in full force and effect and not terminated in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) terms thereof and all the conditions set forth in clauses Articles XI and XII thereof shall have been satisfied or waived (a)(ithe "ASSET CONTRIBUTION AGREEMENT CONDITION") and (iii) the satisfaction of the conditions set forth in ANNEX II hereto (any of which may be waived by Purchaser in its sole discretion) and to the terms and conditions of this Agreement. Purchaser expressly reserves the right to modify the terms of the Offer, except that, without the consent of API (unless API takes any action permitted to be taken pursuant to the second sentence of SECTION 6.6(b)), Purchaser shall not (i) reduce the number of Common Shares subject to the Offer, (ii) reduce the Per Share Amount, (iii) modify or add to the conditions set forth in ANNEX II (other than to waive any conditions to the extent permitted by this Agreement), (iv) except as specifically provided in this SECTION 1.1(a), extend the Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without the consent of API, (i) extend the Offer if at the scheduled expiration date of the Offer any of the conditions to Purchaser's obligation to purchase the Common Shares shall not be satisfied until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any order, decree or ruling of, or any rule, regulation, interpretation or position of, any Governmental Authority applicable to the Offer and/or (iii) extend the Offer for any reason for a period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) or (d)(ii) of this sentence; PROVIDED, HOWEVER, in the event that all conditions set forth in ANNEX II shall have been satisfied other than the Minimum Condition, the Purchaser may extend the term of the Offer Conditions for a period or periods aggregating not more than 20 business days after the later of (x) the initial expiration date of the Offer and (iiy) the absence date on which all the other conditions set forth in ANNEX II shall be satisfied after which time the Purchaser shall waive the Minimum Condition. The Offer will be made by means of any intentional breach by an offer to purchase (the Company "OFFER TO PURCHASE") and related letter of transmittal containing the representations, warranties, covenants or agreements terms set forth in this Agreement which has a Material Adverse Effect on and the Corporationconditions set forth in ANNEX II hereto. It is agreed that Subject to the terms of the Offer Conditions are for and this Agreement and the benefit satisfaction or waiver of Purchaser and may be asserted by Purchaser regardless all the conditions of the circumstances giving rise to any such condition (other than any action or inaction by Offer set forth in ANNEX II hereto as of the final expiration date of the Offer, Purchaser or Parent constituting a breach of this Agreement) or, except with respect will accept for payment and pay for all Common Shares validly tendered and not withdrawn pursuant to the Minimum ConditionOffer as soon as practicable after such expiration date. The Per Share Amount shall, may subject to applicable withholding of taxes, be waived by Purchasernet to the seller in cash, in whole or in part at any time upon the terms and from time subject to time, in its sole discretion. Purchaser shall terminate the Offer upon termination conditions of this Agreement pursuant to its termsthe Offer. (b) As soon as reasonably practicable after On the date hereof, and in any event within five business days from of commencement of the date hereofOffer, Purchaser and Parent shall amend their will file with the SEC (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule SCHEDULE 14D-1") with respect to the Offer which was originally filed and (ii) a Rule 13e-3 Transaction Statement on Schedule 13E-3 (together with the Securities all amendments and Exchange Commission (supplements thereto, the "SEC" or "CommissionSCHEDULE 13E-3") on April 21, 1997, with respect to the Offer and shall file such amendment with the SECother transactions contemplated hereby. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 13E-3 will contain a supplement to or will incorporate by reference the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal and summary advertisement (which Schedule 14D-1, Schedule 13E-3, the Offer to Purchase and such other documentsdocuments pursuant to which the Offer will be made, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer DocumentsOFFER DOCUMENTS"). The Schedule 14D-1 TDS and all amendments thereto Purchaser will comply in all material respects with disseminate the Securities Exchange Act Offer to Purchase, the related letter of 1934, as amended (the "Exchange Act"), transmittal and the rules and regulations promulgated thereunderother Offer Documents to holders of Common Shares. ParentEach of TDS, Purchaser and the Company each agrees API will promptly to correct any information provided by it for use in the Offer Documents that shall have become becomes false or misleading in any material respect, and Parent each of TDS and Purchaser further agree to will take all steps necessary to cause the Schedule 14D-1 and 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, in each case as and to the extent required by applicable federal securities lawslaw. Purchaser will provide API and its counsel in writing with any comments Purchaser or its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments.

The Offer. (ai) Provided that no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")Purchaser shall, Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, and in any event within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (bbut in no event later than the tenth (10th) As soon as reasonably practicable after day on which the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with principal offices of the Securities and Exchange Commission (“SEC”) in Washington, D.C. are open to accept filings (each such day, or, in the "SEC" case of determining a date when any payment is due, each day (other than Saturday or "Commission"Sunday) on April 21which banks are open in New York, 1997New York and Paris, and shall file such amendment with France (a “Business Day”) following the SEC. The Company and its counsel shall be given date of this Agreement and, without the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms consent of the related letter Company, not to be unreasonably withheld, conditioned or delayed, in no event earlier than the tenth (10th) Business Day following the date of transmittal this Agreement), commence (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as within the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "“Exchange Act"”)) the Offer to purchase for cash any (subject to the Minimum Tender Condition) and all Shares at the Offer Price. The obligation of Purchaser to accept for payment and to pay for any Shares validly tendered and not validly withdrawn pursuant to the Offer is subject only to the terms of this Agreement, including the prior satisfaction or waiver (to the extent permitted hereunder) of those conditions set forth in Annex I (the “Offer Conditions”). Unless extended in accordance with Section 1.1(a)(ii), the Offer will expire at one (1) minute after 11:59 p.m. Eastern Time on the twentieth (20th) Business Day (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) following (and including the day of) the commencement of the Offer (the “Initial Expiration Date”), or, if the Offer has been extended in accordance with Section 1.1(a)(ii), at the time and date to which the Offer has been so extended (the Initial Expiration Date, and/or such later time and date to which the Offer has been extended in accordance with Section 1.1(a)(ii), the “Expiration Date”). Purchaser expressly reserves the right at any time or, from time to time, in its sole discretion, to waive any Offer Condition or modify or amend the terms of the Offer, including the Offer Price, except that, without the prior written consent of the Company, Purchaser may not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend, modify, or waive the Minimum Tender Condition, (D) add to the Offer Conditions or impose any other conditions on the Offer, (E) amend or modify the Offer Conditions in a manner adverse to the holders of Shares, (F) extend the Expiration Date of the Offer except as required or permitted by Section 1.1(a)(ii) or (G) make any other change in the terms or conditions of the Offer that is adverse to the holders of Shares or that would, individually or in the aggregate, reasonably be expected to prevent or materially delay the consummation of the Offer or the Merger or impair the ability of Parent or Purchaser to consummate the Offer. (ii) Subject to the terms and conditions of this Agreement and to the satisfaction or waiver (to the extent permitted hereunder) by Purchaser of the Offer Conditions as of any scheduled Expiration Date, Purchaser shall accept for purchase and pay for any and all Shares validly tendered and not validly withdrawn pursuant to the Offer promptly after such scheduled Expiration Date (the date and time of acceptance for payment, the “Acceptance Time”). Purchaser shall not permit holders of Shares to tender Shares pursuant to the Offer pursuant to guaranteed delivery procedures. Purchaser shall (A) extend the Offer for one (1) or more periods of time of up to ten (10) Business Days per extension if at any scheduled Expiration Date any Offer Condition is not satisfied and has not been waived (to the extent permitted hereunder) and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC, the staff thereof, or The Nasdaq Global Select Market (“Nasdaq”) applicable to the Offer; provided, that, Purchaser is not required to, and Purchaser shall not, under any circumstances, without the prior written consent of the Company, extend the Offer beyond the Outside Date. The Company shall register (and shall instruct its transfer agent to register) the transfer of the Shares accepted for payment by Purchaser effective immediately after the Acceptance Time. (b) On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC, in accordance with Rule 14d-2 of the Exchange Act, a Tender Offer Statement on Schedule TO (collectively with all amendments and supplements thereto, the “Schedule TO”) with respect to the Offer that includes as exhibits the offer to purchase and related letter of transmittal, summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “Offer Documents”) and shall disseminate the Offer Documents to holders of Shares, in each case, as and to the extent required by applicable federal securities Laws. The Company shall furnish promptly to Parent and Purchaser all information reasonably requested by Pxxxxx and Purchaser concerning the Company and the rules Company’s stockholders that is required by applicable federal securities Laws to be set forth in the Offer Documents. Except from and regulations promulgated thereunderafter a Change of Board Recommendation, Parent and Purchaser shall afford the Company a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Purchaser shall (i) promptly provide the Company and its counsel with a copy of any written comments (and a description of any oral comments) received by Parent, Purchaser or their counsel from the SEC or its staff with respect to the Offer Documents, (ii) consult with the Company regarding any such comments prior to responding thereto and (iii) promptly provide the Company with copies of any responses to any such comments, in each case, except from and after a Change of Board Recommendation. Parent and Purchaser each agree that it shall cause the Schedule TO to comply in all material respects with the Exchange Act. Parent and Purchaser shall respond promptly to any comments of the SEC or its staff with respect to the Schedule TO. Parent and Purchaser shall take all steps necessary to cause the Offer Documents to be disseminated to holders of Shares to the extent required by applicable federal securities Laws. Each of Parent, Purchaser and the Company each agrees shall promptly to correct any information provided by it for use in the Offer Documents if and to the extent that shall have it has become aware that such information has become false or misleading in any material respect, and . Parent and Purchaser further agree to shall take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be promptly filed with the SEC and disseminated to holders of Shares, in each case case, as and to the extent required by applicable federal securities lawsLaws. (c) On the terms specified herein and subject to the satisfaction or waiver (to the extent permitted hereunder) of the Offer Conditions, Purchaser shall, and Parent shall cause Purchaser to, irrevocably accept for payment at the Acceptance Time and pay (or cause to be paid) for, all of the Shares validly tendered (and not validly withdrawn) pursuant to the Offer as promptly as practicable (and in any event within one (1) Business Day) after the Acceptance Time. (d) Purchaser shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company, except if this Agreement is terminated pursuant to Article VIII. If this Agreement is terminated pursuant to Article VIII, Purchaser shall terminate the Offer promptly (and in any event within twenty-four (24) hours of such termination of this Agreement pursuant to Article VIII), and Purchaser shall not acquire any Shares pursuant to the Offer. If the Offer is terminated by Purchaser, or if this Agreement is terminated pursuant to Article VIII prior to the acquisition of Shares in the Offer, Purchaser shall promptly (and in any event within two (2) Business Days of such termination) return, and shall cause any depositary or other agent acting on behalf of Purchaser to return, in accordance with applicable Law, all Shares tendered into the Offer to the registered holders thereof. (e) The Offer Price will be adjusted appropriately to reflect any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange, or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) after the date of this Agreement and prior to the Acceptance Time for Shares validly tendered and not validly withdrawn in connection with the Offer so as to provide any holder of Shares validly tendered and not validly withdrawn in the Offer the same economic effect as contemplated by this Agreement; it being understood that nothing in this Section 1.1(e) shall be construed to permit the Company to take any action that is expressly prohibited by the terms of Section 6.1.

The Offer. (a) Provided that no event this Agreement shall not have occurred been terminated in accordance with Section 7.1 hereof and no circumstance shall exist which would result in a failure to satisfy any none of the conditions or events set forth in Annex A I hereto shall have occurred or be existing, Sub (or another direct or indirect wholly-owned Subsidiary of Parent in Parent's sole discretion (so long as such change of entity shall not adversely affect the "Offer Conditions"intended tax-free nature of the transaction), Purchaser shall amend the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) which case all references to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth "Sub" in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given to such other Subsidiary) shall commence (within the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies meaning of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act")) not later than ten (10) Business Days after the date hereof the Offer to exchange for each Share: (i) a fraction of a share of Parent Common Stock equal to the Exchange Ratio and (ii) cash in an amount equal to (A) Ten Dollars and Fifty Cents ($10.50) minus (B) an amount equal to the product of (x) the Exchange Ratio multiplied by (y) the Parent Market Price, without interest (the "Per Share Cash Consideration") as promptly as practicable following the date hereof (together, the "Exchange Offer Consideration"). For purposes of this Agreement, the "Exchange Ratio" shall be equal to the result obtained by dividing Five Dollars and Twenty-Five Cents ($5.25) by the Parent Market Price; provided if the number of shares of Parent Common Stock otherwise issuable as part of the Exchange Offer Consideration (assuming valid tender and no withdrawal of Thirty-Nine Million Five Hundred Thousand (39,500,000) Shares) would otherwise exceed Fifteen Million (15,000,000) (the "Maximum Number"), then the Exchange Ratio shall be reduced to a number equal to the quotient of (i) the Maximum Number divided by (ii) Thirty-Nine Million Five Hundred Thousand (39,500,000), rounded to four decimal points. In the event that Parent declares a stock split, stock dividend or other reclassification or exchange with respect to Parent Common Stock with a record or ex-dividend date occurring during the Valuation Period or for the period between the termination of the Valuation Period and the rules and regulations promulgated thereunder. ParentEffective Time, Purchaser there will be an appropriate adjustment made to the closing sales prices during the Valuation Period and the Company Maximum Number for purposes of calculating the Exchange Ratio. The "Parent Market Price" means the average of the daily volume-weighted average prices, rounded to four decimal points, of Parent Common Stock, as reported by Bloomberg, L.P., during each agrees promptly to correct any information provided by it for use Trading Day in the Offer Documents that shall have become false or misleading in any material respectValuation Period. "Valuation Period" means the period of ten (10) consecutive Trading Days ending on and including the second Trading Day before and excluding the Initial Expiration Date or, and Parent and Purchaser further agree if applicable, the latest extension of such expiration date, other than an extension relating to take all steps necessary a "subsequent offering period" pursuant to cause Rule 14d-11 of the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities lawsExchange Act.

The Offer. (a) Provided that no event nothing shall have occurred and no circumstance shall exist which that would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")ANNEX I hereto, Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, Merger Subsidiary shall, and in Parent shall cause Merger Subsidiary to, amend the Initial Offer to offer to purchase any event within five business days from and all of the date hereof, (i) to increase the purchase outstanding Shares at a price offered to of $21.00 8.50 per Share, (ii) to modify the conditions of the Offer to conform net to the Offer Conditions and seller in cash (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws"OFFER"). The obligation of Purchaser to accept for payment Shares tendered Offer shall be subject to the satisfaction condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer Conditionsand not withdrawn, a number of Shares that, together with the Shares then beneficially owned by Parent, Merger Subsidiary and Saint-Gobain, represents at least a majority of the total number of outstanding Shares on a fully diluted basis (including the exercise of all outstanding options) (the "MINIMUM CONDITION") and to the other conditions set forth in ANNEX I hereto. Purchaser Merger Subsidiary expressly reserves the right, in its sole discretion, right to waive any such condition (other than of the Minimum Condition as defined in conditions to the Offer Conditions) and to make any other changes change in the terms and or conditions of the Offer, provided that, unless previously approved by the Company in writing, no change or waiver may be made which decreases that, without the price per Share payable in prior written consent of the OfferCompany, waives the Minimum Condition, changes the form of consideration payable to be paid, decreases the price per Share or the number of Shares sought 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 those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. in ANNEX I. Notwithstanding the immediately preceding sentenceforegoing, Purchaser may extend without the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting consent of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.Merger Subsidiary

The Offer. Section 2.1 The Offer (a) ). Provided that no event shall have occurred this Agreement has not been --------- terminated pursuant to Article X hereof and no circumstance shall exist which would result in a failure to satisfy any that none of the conditions or events set forth in Annex Exhibit A hereto (the "Offer Conditions") shall have occurred and be continuing, ---------------- as soon as is reasonably practicable (but no later than the tenth business day after the public announcement by Parent and the Company of the execution and delivery of this Agreement (counting the business day on which such announcement is made)), Purchaser shall amend commence (within the Offer meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as soon as practicable after amended (the date hereof"Exchange Act" or "1934 Act")), and in any event within five business days from ------------ -------- an offer (the date hereof, (i"Offer") to increase purchase all outstanding Shares at a price of $0.46 ----- per share, net to the purchase price offered to $21.00 per Share, (ii) to modify the conditions seller of the Offer to conform Shares in cash (as paid pursuant to the Offer, the "Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable lawsConsideration"). The obligation of Parent and Purchaser to ------------------- commence the Offer, to consummate the Offer and to accept for payment and pay for Shares validly tendered in the Offer and not withdrawn shall be subject to the satisfaction of the Offer Conditionsconditions set forth in Exhibit A hereto. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless -------- previously approved by the Company in writing, Purchaser shall not waive the Minimum Condition and no change may be made which changes the Minimum Condition or decreases the price per Share payable in the OfferOffer Consideration, 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 amends the terms or the conditions of the Offer in a manner which is adverse to the holders of the Shares, or which imposes conditions or terms to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its termsherein. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided As promptly as practicable (and in any event within seven (7) Business Days) after the date hereof, the Purchaser shall (and Parent shall cause the 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 (the “Exchange Act”), the Offer to purchase all the outstanding Shares at the Offer Price, subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that no event shall have occurred and no circumstance shall exist number of Shares which, together with the number of Shares (if any) then owned of record by Parent or the Purchaser or with respect to which would result in Parent or the Purchaser otherwise has, directly or indirectly, sole voting power, represents at least a failure to satisfy any majority of the Shares outstanding (determined on a fully diluted basis) at the Expiration Date (the “Minimum Condition”); and (ii) the satisfaction, or waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex A. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or events waiver by Parent or the Purchaser, of the other conditions and requirements set forth in Annex A, the Purchaser shall (and Parent shall cause the Purchaser to) accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer as promptly as practicable after the Purchaser is legally permitted to do so under applicable Law. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.2(c). In circumstances in which the stockholders of the Company do not have the right to seek remedies at law or equity, the obligations of Parent and the Purchaser under this Agreement are material to the Company’s execution of this Agreement and any failure by Parent or the Purchaser to comply with the terms of this Agreement shall enable the Company to seek all remedies available at law or equity to it and on behalf of the stockholders. (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex A. Parent and the Purchaser expressly reserve the right, at any time, in their sole discretion, to waive, in whole or in part, any condition to the Offer or other requirement set forth in Annex A hereto (the "Offer Conditions"), Purchaser shall amend or increase the Offer as soon as practicable after the date hereof, and in any event within five business days from the date hereof, (i) Price or to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions of the Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless previously approved by the Company in writing, no the Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer set forth in Annex A in a manner adverse to the holders of Shares, or (vi) extend the Expiration Date in a manner other than in accordance with this Agreement. (d) Unless extended in accordance with the terms of this Agreement, the Offer shall expire at midnight (New York City time) on the date that is twenty (20) Business Days following the commencement of the Offer (the “Initial Expiration Date”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended in accordance with this Agreement (the “Expiration Date”). (e) If on or prior to any then scheduled Expiration Date, all of the conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that Minimum Condition and the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any other conditions other than (i) the conditions and requirements set forth in clauses (a)(iAnnex A) have not been satisfied, or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Parent or the Purchaser, in whole or in part at any time and from time to timethe Purchaser may, in its sole discretion, without the consent of the Company cause the Purchaser to extend the Offer for successive periods of up to twenty (20) Business Days each, the length of each such period to be determined by Parent in its sole discretion, in order to permit the satisfaction of such conditions. The Purchaser shall terminate extend the Offer upon termination for any period or periods required by applicable Law or applicable rules, regulations, interpretations or positions of this Agreement pursuant to its terms. (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the U.S. Securities and Exchange Commission (the "“SEC" ”) or "Commission") its staff. Notwithstanding the foregoing, Parent and the Purchaser agree that if on April 21any scheduled Expiration Date, 1997either the Minimum Condition or the HSR Condition (as such term is defined in Annex A), is not satisfied but all of the other conditions and requirements set forth in Annex A are satisfied or, in Parent’s and the Purchaser’s sole discretion, waived, then the Purchaser shall, and Parent shall file cause the Purchaser to, extend the Offer for up to forty (40) Business Days in the aggregate, the length of such amendment with period to be determined by the SEC. The Company and in its counsel sole discretion; provided, however, that this provision shall be given not require the opportunity Purchaser to review extend the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 Offer more than twice and the opportunity Purchaser shall not be required to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to extend the Offer (i) beyond August 15, 2009 (the “Outside Date”), or (ii) at any time that Parent and the Purchaser have the right to Purchase dated April 21, 1997 and revised forms terminate this Agreement pursuant to Article VII. (f) If necessary to obtain sufficient Shares (without regard to Shares issuable upon the exercise of the related letter Top-Up Option or Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of transmittal such guarantee) to reach the Short Form Threshold, the Purchaser may, in its sole discretion, cause the Purchaser to provide for a “subsequent offering period” (which Schedule 14D-1, Offer to Purchase and other documents, together one or more extensions thereof) in accordance with any further supplements or amendments thereto, are referred to herein collectively as Rule 14d-11 under the "Offer Documents"). The Schedule 14D-1 and all amendments thereto will comply in all material respects with the Securities Exchange Act of 1934, as amended up to twenty (the "Exchange Act"20), and the rules and regulations promulgated thereunder. Parent, Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents that shall have become false or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws.

The Offer. (a) Provided that no event (i) this Agreement shall not have been terminated in accordance with Section 8.01, (ii) the Company is prepared (in accordance with Section 1.02(b)) to file the Schedule 14D-9 on the same date as Purchaser commences the Offer and (iii) none of the events set forth in clauses (c)(i) through (vi) of Annex I shall have occurred and no circumstance shall exist which would result in a failure to satisfy any of the conditions or events set forth in Annex A hereto (the "Offer Conditions")be continuing, Purchaser shall amend the Offer as soon promptly as practicable after the date hereof, (and in any event within five business days from ten (10) Business Days) after the date hereofAgreement Date, (i) to increase Purchaser shall commence, within the purchase price offered to $21.00 per Sharemeaning of Rule 14d-2 under the Exchange Act, (ii) to modify the conditions of the Offer to conform purchase all the outstanding Shares at the Offer Price, subject to: (A) there being validly tendered in the Offer and not properly withdrawn prior to the Offer Conditions Expiration Date that number of Shares which, together with the number of Shares (if any) then beneficially owned by Parent or Purchaser, in the aggregate, or with respect to which Parent or Purchaser otherwise has, directly or indirectly, sole voting power, represents at least one Share more than 50% of the Fully Diluted Shares (excluding from the number of tendered Shares, but not from the outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”); and (iiiB) to make such the satisfaction, or written waiver (where permitted by applicable Law) by Parent or Purchaser, of the other amendments as are required to conform the Offer to this Agreement conditions and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject requirements set forth in Annex I. (b) Subject to the satisfaction of the Minimum Condition and the satisfaction, or written waiver (where permitted by applicable Law) by Parent or Purchaser, of the other conditions and requirements set forth in Annex I, Purchaser shall accept for payment and pay for all Shares validly tendered and not properly withdrawn pursuant to the Offer Conditionspromptly after Purchaser is legally permitted to do so under applicable Law in accordance with the Exchange Act. The Offer Price payable in respect of each Share validly tendered and not properly withdrawn pursuant to the Offer shall be paid net to the seller in cash, without interest, subject to any withholding of Taxes required by applicable Law in accordance with Section 2.02(e). (c) The Offer shall be made by means of an offer to purchase (the “Offer to Purchase”) that describes the terms and conditions of the Offer in accordance with applicable Law and this Agreement, including the Minimum Condition and the other conditions and requirements set forth in Annex I. Parent and Purchaser expressly reserves reserve the rightright to waive (where permitted by applicable Law), in its their sole discretion, in whole or in part, any of the conditions set forth in Annex I, to waive any such condition (other than the Minimum Condition as defined in increase the Offer Conditions) and Price or to make any other changes in the terms and conditions of the Offer; provided, provided thathowever, that unless otherwise contemplated by this Agreement or as previously approved by the Company in writing, no Purchaser shall not (i) decrease the Offer Price, (ii) change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer Offer, (other than by adding consideration), reduces iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) amend or imposes waive the Minimum Condition, (v) amend any of the other conditions and requirements to the Offer in addition to those set forth herein which are in Annex I in a manner materially adverse to the holders of Shares or (vi) extend the Shares. Purchaser covenants and agrees that, subject Expiration Date in a manner other than in accordance with this Agreement. (d) Subject to the terms and conditions of this Agreement, unless 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 twenty (20) Business Days (for this purpose calculated in accordance with Rule 14d-1(g)(3) promulgated under 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”) or, if the Initial Expiration Date has been extended in accordance with this Agreement, the date on which the Offer has been so extended (the Initial Expiration Date, or such later date to which the Initial Expiration Date has been extended in accordance with this Agreement, the “Expiration Date”). (e) Notwithstanding the foregoing or anything to the contrary set forth in this Agreement, (i) Purchaser shall extend the Offer for any period or periods required by (A) applicable Law, (B) applicable rules, regulations, interpretations or positions of the SEC or its staff or (C) any of the rules and regulations, including but not limited listing standards, of NASDAQ or any other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded, (ii) in the event that any of the conditions to the Offer Conditionsset forth in Annex I are not satisfied or, to the extent permitted by applicable Law, waived as of any then scheduled Expiration Date, Purchaser may, in its sole discretion, extend the Offer for successive extension periods of not more than twenty (20) Business Days each in order to permit the satisfaction of the conditions to the Offer set forth in Annex I and (iii) in the event that any of the conditions to the Offer set forth in Annex I are not satisfied or, to the extent permitted by applicable Law, waived as of any then scheduled Expiration Date and there has not been an Adverse Recommendation Change, the Company may, in its sole discretion and by written notice at least two (2) Business Days prior to such scheduled Expiration Date, request that Purchaser extend the Offer for one period of ten (10) Business Days, until all of the conditions to the Offer set forth in Annex I are satisfied or, to the extent permitted, validly waived; provided, however, that notwithstanding the foregoing clause (ii) of this Section 1.01(e), in no event shall Purchaser be required to extend the Offer beyond the earlier to occur of (1) the date this Agreement is terminated pursuant to Section 8.01 or (2) the Outside Date; and provided, further, that the foregoing clause (ii) of this Section 1.01(e) shall not be deemed to impair, limit or otherwise restrict in any manner the right of Parent to terminate this Agreement pursuant to Section 8.01. (f) Notwithstanding the foregoing, if necessary to obtain sufficient Shares to reach the Short Form Threshold, Purchaser shall provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Exchange Act of not more than twenty (20) Business Days in the aggregate; provided, however, that if Purchaser exercises the Top Up Option pursuant to Section 1.04, it will shall not be required to provide for a “subsequent offering period.” Subject to the terms and conditions of this Agreement and the Offer, Purchaser shall immediately accept for payment and pay for all Shares as soon as it is permitted to do so under applicable law, subject that are validly tendered pursuant to the prior satisfaction Offer during any such “subsequent offering period.” The Offer Documents will provide for the possibility of a “subsequent offering period” in a manner consistent with the terms of this Section 1.01(f). (g) Purchaser shall not terminate or withdraw the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding prior to any scheduled Expiration Date without the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting written consent of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension except if this Agreement is terminated pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in Article VIII. If this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise terminated pursuant to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) orArticle VIII, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. promptly (b) As soon as reasonably practicable after the date hereof, and in any event within five business days from forty-eight (48) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser, or this Agreement is terminated pursuant to Article VIII prior to the purchase of Shares in the Offer, Purchaser shall promptly return and shall cause any depositary acting on behalf of Purchaser to return, in accordance with applicable Law, all tendered Shares to the registered holders thereof. (h) As promptly as practicable on the date hereofof the commencement of the Offer, Parent and Purchaser and Parent shall amend their file with the SEC, in accordance with Rule 14d-3 under the Exchange Act, a Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") TO with respect to the Offer which was originally filed (together with all amendments, supplements and exhibits thereto, the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SEC. The Company and its counsel shall be given the opportunity to review the “Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staffTO”). The Schedule 14D-1 will contain a supplement to TO shall include, as exhibits, the Offer to Purchase dated April 21Purchase, 1997 a form of letter of transmittal, a form of summary advertisement and revised forms other ancillary Offer documents and instruments, if any, in respect of the related letter of transmittal Offer (which Schedule 14D-1, Offer to Purchase and other documentscollectively, together with any further amendments and supplements or amendments theretothereto and the Schedule TO, are referred to herein collectively as the "“Offer Documents"”). The Schedule 14D-1 Parent and all amendments thereto will comply in all material respects with Purchaser agree to cause the Securities Exchange Act Offer Documents to be disseminated to holders of 1934Shares, as amended (and to the "extent required by the Exchange Act"). Parent and Purchaser, on the one hand, and the rules and regulations promulgated thereunder. ParentCompany, Purchaser and on the Company each agrees other hand, agree to promptly to correct any information provided by it such Party for use in the Offer Documents Documents, if and to the extent that it shall have become false or misleading in any material respectrespect or as otherwise required by applicable Law, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 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 the Exchange Act. The Company and its legal counsel shall be given a reasonable opportunity to review the Schedule TO and the Offer Documents before they are filed with the SEC, and Parent and Purchaser shall give due consideration to the additions, deletions or changes suggested thereto by the Company and its legal counsel, in each case, so long as the Company Board has not effected an Adverse Recommendation Change. In addition, so long as the Company Board has not effected an Adverse Recommendation Change, Parent and Purchaser shall provide the Company with (i) a copy of any written comments or telephonic notice of any oral comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) a reasonable opportunity to provide comments on that response (to which due consideration shall be given) and to participate in such response, including by participating in any discussions with the SEC. (i) Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. (j) Parent and Purchaser shall timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the Transactions required to be filed pursuant to Chapter 80B of the Minnesota Statutes and shall disseminate to the holders of 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. (k) The Offer Price shall be adjusted appropriately to reflect any reclassification, recapitalization, stock split (including a reverse stock split), or combination, exchange or readjustment of shares, or any stock dividend or stock distribution occurring (or for which a record date is established) after the Agreement Date and prior to the payment by Purchaser for Shares validly tendered and not properly withdrawn in connection with the Offer; provided, however, that this sentence shall not be construed to permit the Company to take any action with respect to its securities lawsthat is prohibited by the terms of this Agreement.

The Offer. (a) 2.1.1 Provided that no event this Agreement shall not have occurred been terminated in accordance with Article VIII, and no circumstance shall exist which would result in a failure to satisfy any that none of the events described in the conditions or events set forth in Annex A hereto (the "Offer Conditions")shall have occurred and be existing, Purchaser Parent shall amend the Offer as soon as practicable after the date hereofcause Merger Sub to commence, and in any event Merger Sub shall commence (within five business days from the date hereof, (i) to increase the purchase price offered to $21.00 per Share, (ii) to modify the conditions meaning of the Offer to conform to the Offer Conditions applicable rules and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction regulations of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (other than by adding considerationCommission), reduces the maximum number of Shares to be purchased in the Offer, or imposes conditions to the Offer in addition to those set forth herein which are adverse to holders of the Shares. Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer Conditions, it will accept for payment and pay for Shares as soon as it is permitted to do so under applicable law, subject to the prior satisfaction of the Offer Conditions. Notwithstanding the immediately preceding sentence, Purchaser may extend the Offer, notwithstanding the prior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 80% but less than 90% of the outstanding Shares so that the Merger could not be effected without a meeting of the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall not be subject to any conditions other than (i) at the conditions set forth in clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the Minimum Condition, may be waived by Purchaser, in whole or in part at any time and from time to time, in its sole discretion. Purchaser shall terminate the Offer upon termination of this Agreement pursuant to its terms. (b) As soon Per Share Amount as promptly as reasonably practicable after the date hereof, and but in any no event within five later than ten business days from after the date hereof, Purchaser and Parent shall amend their Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") with respect to the Offer which was originally filed with the Securities and Exchange Commission (the "SEC" or "Commission") on April 21, 1997, and shall file such amendment with the SECof this Agreement. The Company and its counsel shall Offer will be given the opportunity made pursuant to review the Schedule 14D-1 before it is filed with the Commission, and shall be given copies of any comment letters from the Commission regarding the Schedule 14D-1 and the opportunity to participate in conversations with the Commission staff. The Schedule 14D-1 will contain a supplement to the Offer to Purchase dated April 21, 1997 and revised forms of the related letter of transmittal (which Schedule 14D-1, an Offer to Purchase and other documents, together with any further supplements or amendments thereto, are referred to herein collectively as related Letter of Transmittal containing the "Offer Documents")terms and conditions set forth in this Agreement. The Schedule 14D-1 initial expiration date of the Offer shall be the twentieth business day from and all amendments thereto will comply in all material respects with after the Securities date the Offer is commenced (as determined pursuant to Rule 14d-2 promulgated under the Exchange Act of 1934, as amended Act) (the "Exchange ActInitial Expiration Date"), unless this Agreement is terminated in accordance with the terms hereof, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination. The obligation of Merger Sub to accept for payment and pay for Shares tendered pursuant to the rules Offer shall be subject only to (i) the condition that at least the number of Shares that, when combined with the Shares already owned by Parent and regulations promulgated thereunder. Parentits direct or indirect Subsidiaries, Purchaser and constitute a majority of the Company each agrees promptly to correct then outstanding Shares on a fully diluted basis, including, without limitation, all Shares issuable upon the conversion of any information provided by it for use convertible securities or upon the exercise of any options, warrants or rights (other than the Rights (as defined in the Offer Documents that Rights Agreement)) shall have become false been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and (ii) the satisfaction or misleading in any material respect, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and waiver of the other Offer Documents as so corrected to be disseminated to holders of Shares, conditions set forth in each case as and to the extent required by applicable federal securities lawsAnnex A hereto.