Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (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 ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such 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 8.4) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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), ACo 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, ACo 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 defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of Subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals provisions of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly soon as reasonably practicable after the date hereofpracticable, but in no event later than five (5) business days from the date hereof, Newco shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase all outstanding shares of Company Common Stock at a price per share of $32.00 net to the seller in cash, without interest, subject only to all of the conditions set forth herein and in Annex I (together with any amendments or supplements thereto, the "Offer"). The per share amount shall be net to the seller in cash, upon the terms and subject to the conditions of the Offer and subject to reduction for any applicable federal, state, local or foreign back-up or other applicable withholding or stock transfer taxes. Subject to the provisions of this Agreement and the conditions set forth in Annex I, Newco shall keep the Offer open until at least midnight, New York City time, on the date twenty (20) business days from the date of its commencement. As soon as legally permissible after such date and time, Newco will accept for payment all shares of Company Common Stock validly tendered pursuant to the public announcement Offer and not withdrawn and pay for all such shares of ACo's intention Company Common Stock as promptly as practicable thereafter, in each case upon the terms and subject to commence the conditions of the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate obligations of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Newco to accept for payment and to pay for Shares any shares of Company Common Stock validly tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITION") that at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Annex I. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement and the conditions set forth in Annex I. (b) Newco expressly reserves the right to change or waive any such conditionconditions to the Offer, in whole or in part at any time or from time to time, in its sole discretion (other than the conditions set forth in clauses (i) and (iii)(D) of Annex I), to increase the Per Share Amountprice per share payable in the Offer, and to extend the duration of the Offer, or to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that without the prior written consent of Company, Newco shall not (notwithstanding Section 8.4i) no decrease the price per share of Company Common Stock being offered pursuant to the Offer, (ii) change may the form of consideration to be made which paid pursuant to the Offer, (iii) decrease the number of shares of Company Common Stock being sought pursuant to the Offer, (iv) amend or modify any of the conditions to the Offer set forth in Annex I, (v) impose any additional conditions to the Offer, (vi) extend the Offer, if all of the Offer conditions are satisfied or waived, or (vii) amend any other term or condition of the Offer. Notwithstanding anything to the contrary contained herein, Newco may, in its sole discretion and without the consent of Company, extend the Offer at any time and from time to time (A) decreases if at the Per Share Amountthen scheduled expiration date of the Offer any of the conditions set forth in Annex I have not been satisfied, (B) reduces the maximum number of Shares to be purchased in the Offerfor any period required by applicable law, (C) imposes conditions to the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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)any rule, ACo shall accept for payment and payregulation, as promptly as practicable after expiration interpretation or position 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, ACo 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 or its staff applicable to the Offer and (C) if all Offer conditions are satisfied or waived but the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms number of shares of Company Common Stock tendered is less than 90% of the related letter then outstanding number of transmittal and shares of Company Common Stock, for an aggregate period of not more than 5 business days (for all such extensions under this clause (C)) beyond the latest expiration date that would be permitted under clause (A) or (B) of this sentence; provided, however, that in the event of any related summary advertisement extension pursuant to clause (the Schedule 14D-1C), all conditions set forth in Annex I which would have been satisfied if the Offer to Purchase had been consummated on the date of such extension shall be deemed irrevocably waived by Parent and such other documents, together with all supplements and amendments thereto, being referred to herein collectively Newco. So long as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use this Agreement is in the Offer Documents which shall have become false or misleading, and PHI and ACo further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC effect 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect conditions to the Offer Documents promptly after have not been satisfied or waived, at the receipt thereof and will provide TPC and its counsel with a copy request of any written responses and telephonic notification of any oral response of PHICompany, ACo or their counsel. In the event that Newco shall extend the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause for an aggregate period of not more than five business days (for all tendered Shares to be returned to such extensions) beyond the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9).originally scheduled expiration

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 9.01 and none of the events set forth in ANNEX Exhibit A shall have occurred or and be existing (unless such event shall have been waived by ACo)continuing, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days ten (10) Business Days after the public announcement date of ACo's intention to this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer within the meaning of the applicable rules and regulations of the SEC. The initial expiration date of the Offer shall be the twentieth (20th) Business Day following commencement of the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Sub to, and of Parent to cause Sub to, accept for payment payment, and pay for Shares for, any Offer Securities tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITION") that at least the number satisfaction of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority each 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, whether or not vested or exercisable) 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. ACo Exhibit A (any of which may be waived by Sub in its sole discretion, except that the Minimum Tender Condition may not be waived) and to the other conditions in this Agreement. Sub expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the consent of the Company (notwithstanding unless the Company takes any action permitted to be taken pursuant to Section 8.46.02(b)), Sub shall not (i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares Offer Securities subject to be purchased in the Offer, (Cii) imposes conditions reduce the Offer Price, the Series D Offer Price or the Warrant Offer Price, (iii) modify or add to the Offer in addition to those conditions set forth in ANNEX Exhibit A, (Div) changes except as provided in the next sentence, extend the Offer or waives (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, (i) Sub shall extend the Offer for one ten (10) Business Day period if the Minimum ConditionTender Condition is not satisfied at the expiration of the initial twenty (20) Business Day Offer period and (ii) thereafter, Sub may, without the consent of the Company and in its sole discretion, extend the Offer for successive extension periods (Eup until the Outside Date) extends not exceeding twenty (20) Business Days in the Offer, except as expressly provided above, case of any single extension period: (FA) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes if at the terms scheduled expiration date of the Offer in any manner adverse of the conditions to Sub's obligation to purchase Offer Securities are not satisfied, until such time as such conditions are satisfied or waived; and (B) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof or the Nasdaq National Market applicable to the holders Offer. In addition, Sub may extend the Offer after acceptance for payment of Shares Offer Securities for a further period of time not to exceed twenty (other than PHI and its Subsidiaries)20) Business Days by means of a subsequent offering period under Rule 14d-11 under the Exchange Act. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon On the terms and subject to the conditions of the Offer. Subject Offer and this Agreement, Sub shall pay for all Offer Securities validly tendered and not withdrawn pursuant to the terms and conditions of Offer that Sub becomes obligated to purchase pursuant to the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly soon as practicable after the expiration of the Offer. Sub may, at any time, transfer or assign to one or more Subsidiary of Parent the right to purchase all or any portion of the Offer Securities tendered pursuant to the Offer, but any such transfer or assignment shall not relieve Sub or Parent of its respective obligations under the Offer or prejudice the rights of tendering securityholders to receive payment for all Shares Offer Securities validly tendered and not withdrawnaccepted for payment. (b) As soon as reasonably practicable on On the date of commencement of the Offer, ACo Parent and Sub shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer, which shall contain an offer to purchase and a related letter of transmittal and summary advertisement (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with all any supplements or amendments and supplements thereto, the "SCHEDULE 14D-1") Offer Documents" and to cause such Offer Documents to be disseminated to holders of Offer Securities in accordance with applicable Federal Securities laws). The Offer Documents shall comply in all material respects with the Exchange Act, the Securities Act and the rules and regulations thereunder and other Applicable Law. Each of Parent, Sub and the Company agrees to use all reasonable efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer, and the other Transactions (as defined below). 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"). PHI, ACo and TPC agree to promptly correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI each of Parent and ACo further agree to Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents, as so corrected amended or supplemented, to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of SharesOffer Securities, in each case as and to the extent required by applicable federal Federal securities laws. TPC The Company and its counsel shall be given an reasonable opportunity to review and comment on the Offer Documents and (including any amendments thereto amendment thereto) prior to the filing thereof with the SEC. PHI Parent and ACo will Sub shall provide TPC the Company and its counsel in writing with a copy of any written comments Parent, Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)such comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of Subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals conditions of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than five business days ten (10) Business Days after the public announcement of ACo's intention to date that the Company executes this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Exchange Act. The Offer shall expire 20 business days after it is commencedobligations of Merger Sub to, shall be extended for an aggregate and of up Parent to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCcause Merger Sub to, except that (i) commence the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment payment, and pay for Shares for, any shares of Company Common Stock tendered pursuant to the Offer shall be are subject only to the conditions set forth in Annex A hereto. The initial expiration date of the Offer shall be the 20th Business Day following the commencement of the Offer (determined using Rule 14d-1(g)(3) of the SEC). Merger Sub expressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the consent of the Company, Merger Sub shall not (i) the condition (the "MINIMUM CONDITION") that at least reduce the number of Shares thatshares of Company Common Stock subject to the Offer, when combined with (ii) reduce the Shares already owned by Offer Price, (iii) waive or modify the Minimum Tender Condition (as defined in Annex A) to the extent that Merger Sub or Parent and its wholly owned Subsidiaries, constitute a majority would purchase 50% or less of the then outstanding Fully Diluted Shares on a fully diluted basis or to increase the Minimum Tender Condition, (iv) add to the conditions set forth in Annex A or modify any condition set forth in Annex A in any manner adverse to the Company Common Stockholders, (v) extend the Offer, or (vi) modify the form of consideration payable in the Offer. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions (other than the Minimum Tender Condition) to Merger Sub’s obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, including, without limitation, all Shares issuable upon HSR Clearance, (ii) extend the conversion Offer for a period of any convertible securities or upon not more than ten (10) Business Days beyond the exercise initial expiration date of any optionsthe Offer, warrants or rights, whether or not vested or exercisable) shall if on the date of such extension less than 90% of the outstanding shares of Company Common Stock have been validly tendered and not properly withdrawn prior pursuant to the expiration Offer, (iii) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer and (iiiv) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such 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 8.4) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased in extend the Offer, one time only, for any reason for a period of not more than fifteen (C15) imposes conditions Business Days beyond the latest expiration date that would otherwise be permitted under clause (i), (ii) or (iii) of this sentence. In addition if at the otherwise scheduled expiration date of the Offer any condition to the Offer in addition to those set forth in ANNEX Ais not satisfied, (D) changes or waives Merger Sub shall, and Parent shall cause Merger Sub to, extend the Minimum Condition, (E) extends Offer at the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms request of the Offer Company for one period of not more than twenty (20) Business Days. In addition, Merger Sub may make available a “subsequent offering period,” in any manner adverse to accordance with Rule 14d-11 of the holders SEC, of Shares not less than ten (other than PHI and its Subsidiaries)10) Business Days. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon On the terms and subject to the conditions of the Offer. Subject Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, (A) as soon as practicable after becoming obligated to purchase shares of Company Common Stock pursuant to the terms Offer, accept for payment and conditions pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer (the date of acceptance for payment, the “Acceptance Date”), which acceptance may be by oral notice to the Paying Agent, (B) on the closing date of the Offer (including, without limitation, which shall be not more than five (5) Business Days following the Minimum ConditionAcceptance Date), ACo shall accept deposit or cause to be deposited with the Paying Agent, cash in U.S. dollars sufficient to pay the aggregate Offer Price for payment all such accepted shares of Company Common Stock and pay, (C) as promptly soon as practicable after expiration of following such deposit, cause the Offer, Paying Agent to pay for all Shares validly tendered and not withdrawnshares of Company Common Stock so accepted for payment. (b) As soon as reasonably practicable on On the date of commencement of the Offer, ACo Parent and Merger Sub shall file with the Securities SEC and Exchange Commission (the "SEC") and disseminate to holders of Shares deliver to the extent required by law Company and its counsel a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") TO with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule TO and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"“Offer Documents”). PHIEach of Parent, ACo Merger Sub and TPC agree to the Company shall promptly correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI each of Parent and ACo further agree to Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Sharesthe Company Common Stockholders, in each case as and to the extent required by applicable federal Federal securities laws. TPC To the extent practicable, the Company and its counsel shall be given an a reasonable opportunity to review and comment on the Offer Documents and each time before any amendments thereto prior to the filing thereof 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. PHI Parent and ACo will Merger Sub shall provide TPC the Company and its counsel as promptly as practicable with a copy copies of any written comments correspondence that Parent, Merger Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents as promptly as practicable after receipt of those comments. (c) Parent shall provide or cause to be provided to Merger Sub on a timely basis the receipt thereof funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the Offer. (d) Subject to Section 5.1 of this Agreement, if, between the date of this Agreement and will provide TPC and its counsel with the Acceptance Date, the outstanding shares of Company Common Stock shall have been changed into a copy different number of shares or a different class, solely by reason of any written responses and telephonic notification stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or exchange of shares or any oral response of PHIother similar transaction, ACo or their counsel. In the event that the Offer is terminated Price shall be correspondingly adjusted to reflect such stock dividend, subdivision, reclassification, recapitalization, split, reverse split, combination or withdrawn by ACo, PHI exchange of shares or any other similar transaction and ACo shall cause all tendered Shares to be returned provide to the registered holders of Company Common Stockholders the Shares represented same economic effect as contemplated by the certificate or certificates surrendered this Agreement prior to the Paying Agent (as defined in Section 2.9)such action.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article 8, and none that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the events conditions set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)Annex A, PHI no later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause ACo Merger Sub to commence, and ACo Merger Sub shall commencecommence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer at shall be exchanged for the amount per Share specified in right to receive from Merger Sub the recitals of this Agreement or such greater amount per share paid 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 following the "PER SHARE AMOUNT") as promptly as reasonably practicable after Expiration Date. Notwithstanding the date hereofabove, but in no event later than five business days after the public announcement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Merger Sub to accept for payment payment, and pay for all Shares tendered pursuant to the Offer shall be subject only (x) 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior shall be at least the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the expiration organizational documents of the Offer Company and the FBCA (the “Minimum Condition”), and (iiy) the satisfaction or waiver of to the other conditions set forth in ANNEX Annex A. ACo The conditions to the Offer set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent 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 change or increase the amount of consideration payable in the Offer and to waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions condition of the Offer, except the Minimum Condition; PROVIDEDprovided that, HOWEVERMerger Sub, that at its sole option, may waive such Minimum Condition (notwithstanding Section 8.4i) no change may be made which (A) decreases if the Per Share Amount, (B) reduces the maximum 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. The failure of Parent or Merger Sub 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 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 or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, (C) imposes 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 Subsidiaries will be tendered in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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), ACo 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 On the date of commencement of the Offer, ACo Parent and Merger Sub shall (i) file or cause to be filed with the Securities SEC a combined Schedule 13E-3 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 TO with respect to the Offer (together with all amendments and supplements thereto, the "SCHEDULE 14D-1"“Schedule TO”) with respect and related Offer to Purchase, form of letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and including any supplements or amendments thereto, 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 Company shall promptly furnish to Parent and Merger Sub in writing all 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 disclosure relating to (i) the company financial advisor Xxxxx & Company LLC (including the amount of fees and other consideration that Xxxxx & Company LLC will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor Xxxxxxx & Company (including the amount of fees and other Transactions consideration that Xxxxxxx & Company shall receive in connection with the opinion referred to in Section 4.20), (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer iii) the opinions of each of Xxxxx & Company LLC and Xxxxxxx & Company referred to purchase in Section 4.20 and (iv) the "OFFER TO PURCHASE") and forms information that formed the basis for rendering each of such opinions, subject to the approval of the related letter form of transmittal such disclosure by Xxxxx & Company LLC and any related summary advertisement (Xxxxxxx & Company, respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Merger Sub and 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"). PHI, ACo and TPC agree Company agrees promptly to correct promptly any information provided by any of them it for use in the Schedule TO or the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect or as otherwise required by applicable Law. Parent and PHI and ACo 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. TPC The Company and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents and each time before any amendments thereto prior to the filing thereof 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. PHI Parent and ACo will Merger Sub shall provide TPC the Company and its counsel with a copy of (i) any written comments or telephonic notification other communications, and shall inform them of any oral comments PHI or ACo 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 receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHIParent 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, ACo or their counsel. In the event that 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 terminated 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 withdrawn more periods of up to 20 Business Days each, the length of each such period to be determined by ACoMerger Sub in its sole discretion, PHI if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and ACo 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 Shares to be returned and not withdrawn pursuant to the registered holders Offer promptly following the acceptance of such Shares for payment pursuant to the terms and subject to the conditions of the Shares represented by Offer and this Agreement. This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the certificate right of Parent or certificates surrendered Merger Sub to the Paying Agent (as defined in Section 2.9)terminate this Agreement pursuant to Article VIII.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)terminated, PHI shall cause ACo to commenceMerger Sub shall, as promptly as practicable, and ACo shall commencein any event within ten (10) calendar days, after the date hereof commence the Offer. Each Share accepted by Merger Sub pursuant to the Offer at shall be exchanged for the right to receive from Merger Sub $0.0171 in cash as such amount may be increased pursuant to Annex II hereto (such amount, or any greater amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (Offer, being hereafter referred to as the "PER SHARE AMOUNTOFFER PRICE"). The initial expiration date of the Offer shall be 12:00 midnight (New York City time) as promptly as reasonably practicable after on the date hereof, but in no event later than five twentieth business days after the public announcement day following commencement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, be subject to the condition that there shall be extended for an aggregate validly tendered in accordance with the terms of up the Offer prior to 10 business days from the initial expiration date if requested by TPC and of the Offer (as it may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in accordance with this Section 3.5(b1.1(a)) and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Sub (iiif any), represents at least a majority of the total number of outstanding Shares, assuming the full exercise of all then currently exercisable options, rights and convertible securities (if any) ACo may extend the Offer, if, at the time with an exercise price less than the Offer would otherwise expire, a 5 day cure period under clause Price and the issuance of all Shares that the Company is obligated to issue thereunder (fsuch total number of outstanding Shares being hereafter referred to as the "FULLY DILUTED SHARES") or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Annex I hereto. Parent and Merger Sub expressly reserves reserve the right to change or waive any such condition, the conditions to increase the Per Share Amount, Offer and to make any other changes change in the terms and or conditions of the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) without the prior written consent of the Company, no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased sought in the Offer, (C) changes the form or amount of consideration to be paid, imposes conditions to the Offer in addition to those set forth in ANNEX AAnnex I hereto, (D) changes or waives the Minimum ConditionCondition or any of the other conditions set forth in Annex I hereto, (E) extends the Offer, Offer (except as expressly provided above, (F) provides for a different Per Share Amount set forth in respect of Class A Common Stock than in respect of Class B Common Stockthe following two sentences), or (G) waives or changes makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of Shares. Subject to the terms of the Offer in any manner adverse and this Agreement and the satisfaction (or waiver to the holders extent permitted by this Agreement) of Shares (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net the conditions to the seller in cashOffer, 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), ACo Merger Sub shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawnwithdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) and shall pay for all such Shares promptly after acceptance; PROVIDED, HOWEVER, that (x) Merger Sub shall extend the Offer for successive extension periods not in excess of ten (10) business days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the conditions to the Offer shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and (y) Merger Sub may extend the Offer if and to the extent required by the applicable rules and regulations of the Securities and Exchange Commission ("SEC"); PROVIDED FURTHER, HOWEVER, that Merger Sub shall not be required to extend the Offer in the event that the condition that is not satisfied is either (x) the Minimum Condition, (y) the condition set forth in paragraph (d) of Annex I hereto, or (z) the condition set forth in paragraph (e) of Annex I hereto. In addition, Merger Sub may 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 Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"). (b) As soon as reasonably practicable on the date of commencement of the Offer, ACo Parent and Merger Sub shall (i) file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") TO with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 shall which will contain or shall incorporate by reference all or part of an offer to purchase (the "OFFER TO PURCHASE") and forms form 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 any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS")) and (ii) cause the Offer Documents to be disseminated to holders of Shares. PHIParent, ACo Merger Sub and TPC the Company each agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents which and add any information that had been omitted therefrom if and to the extent that such information shall have become false or misleading, misleading in any material respect. Parent and PHI and ACo further Merger Sub agree 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 Shares, in each case as and to the extent required by applicable federal securities lawslaws as determined in Parent's reasonable judgment. TPC The Company and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents and any amendments thereto prior to the filing thereof their being filed with the SEC. PHI and ACo will Parent agrees to provide TPC the Company and its counsel with a copy of any written comments Parent, Merger Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive in writing from the SEC or its staff with respect to the Offer Documents promptly as soon as practicable after the receipt thereof and will provide TPC and its counsel with a copy of any such written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of Subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals terms of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than five (5) business days after following the public announcement of ACo's intention the terms of this Agreement, Buyer shall amend the Offer to commence reflect the terms of this Agreement, it being understood that except for the foregoing or as otherwise provided herein, the Offer shall be on the same terms and conditions as the existing Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex I hereto (the "Offer Conditions") (any of which may be waived in whole or in part by Buyer in its sole discretion; provided that, without the consent of the Company, Buyer shall not waive the Minimum Condition (as defined in Annex I)). The initial scheduled expiration date of the Offer shall be no more than twenty (20) business days after the date hereof. Buyer and Sub expressly reserve the right to modify the terms of the Offer, except that, without the consent of the Company, Buyer shall not (i) the condition (the "MINIMUM CONDITION") that at least reduce the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior subject to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such 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 8.4) 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, (Cii) imposes conditions reduce the Offer Price, (iii) change or add to the Offer in addition to those set forth in ANNEX AConditions, (Div) changes or waives except as provided in the Minimum Conditionnext sentence, (E) extends extend the expiration date of the Offer, except as expressly provided above, (Fv) provides for a different Per Share Amount change the form of consideration payable in respect of Class A Common Stock than in respect of Class B Common Stock, the Offer or (Gvi) waives or changes the terms amend any other term of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries)the Common Shares. The Per Share Amount shallNotwithstanding the foregoing, subject to applicable withholding of taxes, be net to the seller in cashBuyer may, without interest thereon, upon the terms and subject to the conditions consent of the Company, (A) extend the Offer. Subject to , if at the terms and conditions scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived (includingprovided that the expiration date may not be extended beyond June 30, 1999 without limitation, the Minimum Conditionconsent of the Company), ACo shall accept (B) extend the Offer for payment and payany period required by any rule, as promptly as practicable after expiration regulation, interpretation or position 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, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to or 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 staff thereof applicable to the Offer or (C) if all Offer Conditions are satisfied or waived but the number of Common Shares tendered together with Common Shares held by Buyer and the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms its Subsidiaries is less than 90% of the related letter then outstanding number of transmittal Common Shares (determined on a fully diluted basis for all outstanding Preferred Shares, stock options and any related summary advertisement (the Schedule 14D-1other rights to acquire Common Shares), extend the Offer for an aggregate period of not more than 20 business days beyond the latest expiration date that would be permitted under clause (A) or (B) of this sentence. Subject to Purchase the terms and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any conditions of them for use in the Offer Documents which and this Agreement, Buyer and Sub shall have become false or misleadingaccept for payment, and PHI pay for, all Common Shares validly tendered and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect not withdrawn pursuant to the Offer Documents promptly that Buyer becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned to the registered holders expiration of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Provided that this Agreement The Offeror shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (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 ACo's publicly announce its intention to commence amend the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Original Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo expressly reserves the right to change or waive any such 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 8.4) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 set forth below, to increase the consideration payable thereunder to 0.315 of a Hudbay Share and 0.17 of a Hudbay Warrant for each Augusta Share and extend the expiry time of the Offer to a time not earlier than 5:00 p.m. (Toronto time) on the date that is 10 business days (as determined in accordance with Rule 14d-1 under the U.S. Exchange Act) following the filing with the SEC of an amendment to the Tender Offer Statement incorporating the Notice of Variation and Extension in respect of the Offer (includingsuch time, without limitationas it may be extended, is referred to herein as the “Expiry Time”). The conditions to the Original Offer will be replaced by the conditions set out in Schedule C. Provided that there has been no termination of this Agreement, the Minimum Condition), ACo Offeror shall accept for payment and pay, as promptly as practicable after expiration not terminate or withdraw the Offer prior to the Expiry Time without the prior written consent of the Offer, for all Shares validly tendered and not withdrawnAugusta. (b) As The Offeror shall prepare (i) the Notice of Variation and Extension in both the English and French languages, (ii) amendments to the Tender Offer Statement and the Form F-10 and (iii) the Warrant Form F-10, in all material respects in accordance with applicable Securities Laws. The Offeror shall mail the Notice of Variation and Extension in accordance with applicable Securities Laws to each registered holder of Augusta Shares as soon as reasonably practicable and, in any event, not later than 11:59 p.m. (Toronto time) on July 7, 2014 (such time on such date being the “Latest Mailing Time”); provided, however, that if the mailing of the Notice of Variation and Extension is delayed by reason of Augusta not having provided to the Offeror the Directors’ Circular (defined below) as well as any information pertaining to Augusta that is necessary for the completion of the Notice of Variation and Extension by the Offeror, then the Latest Mailing Time shall be extended to 11:59 p.m. on the second business day following the date of commencement on which Augusta supplies such necessary documents, information or other assistance. (c) Prior to the printing of the Offer, ACo shall file with Notice of Variation and Extension and the Securities and Exchange Commission (filing of the "SEC") and disseminate to holders of Shares amendment to the extent required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements theretoStatement, the "SCHEDULE 14D-1") Offeror shall provide Augusta with respect to the Offer and the other Transactions (as defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC and its counsel shall be given an a reasonable opportunity to review and comment on such documents, recognizing that whether or not such comments are appropriate will be determined by the Offeror, acting reasonably. (d) The Offeror agrees to take up all of the Augusta Shares tendered under the Offer Documents no later than 9:00 a.m. on the first business day (determined in accordance with the U.S. Exchange Act) following the first scheduled Expiry Time if and when all the conditions to the Offer set out in Schedule C shall have been satisfied or waived by the Offeror, in its sole discretion, and pay for such shares promptly and in any amendments thereto event not later than three (3) business days following such scheduled Expiry Time (e) The Offeror may, in its sole discretion, modify or waive any term or condition of the Offer (including any further extension of the Expiry Time); provided that the Offeror shall not, without the prior consent of Augusta, impose additional conditions to the Offer, decrease the consideration per Augusta Share, decrease the number of Augusta Shares in respect of which the Offer is made, change the form of consideration payable under the Offer (other than to increase the total consideration per Augusta Share or add additional consideration) or otherwise vary the Offer or any terms or conditions thereof in a manner which is adverse to the Augusta Shareholders. (f) If Augusta declares, sets aside or pays any dividend or other distribution to the holders of record of Augusta Shares on or prior to the filing thereof with Effective Time, the SEC. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect Parties shall make such adjustments to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that consideration payable under the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares as they determine acting in good faith to be returned necessary to provide the registered Offeror and the holders of Augusta Shares the same economic effect as contemplated by this Agreement prior to such event. (g) If the Offeror takes up any Augusta Shares represented by under the certificate or certificates surrendered to Offer, it shall make a public announcement of that fact and the Paying Agent (as defined in Section 2.9)Offeror shall extend the Offer for a period of not less than 10 days.

The Offer. (a) Provided Subject to the conditions of this Agreement and provided that this Agreement shall not have been terminated in accordance with Section 8.1 its terms pursuant to Article VI hereof and none of the events set forth in ANNEX paragraphs (a) through (f) of Exhibit A hereto shall have occurred or be existing (unless such event shall have been waived by ACo)existing, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereofpracticable, but in no event later than five six business days after the date of the public announcement of ACo's intention to this Agreement Merger Sub shall, and Parent shall cause Merger Sub to, commence the OfferOffer within the meaning of the applicable rules and regulations of the Securities and Exchange Commission (the "SEC"). The Offer shall expire 20 business days after it is commencedobligations of Merger Sub to, shall be extended for an aggregate and of up Parent to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCcause Merger Sub to, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment payment, and pay for Shares for, any shares of Company Common Stock tendered pursuant to the Offer shall be are 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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 Exhibit A. ACo The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer. Merger Sub expressly reserves the right to change or waive any such condition, condition to increase the Per Share Amount, and to make any other changes in Offer or modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the prior written consent of the Company, Merger Sub shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares shares of Company Common Stock subject to be purchased in the Offer, (Cii) imposes conditions reduce the price per share of Company Common Stock to be paid pursuant to the Offer Offer, (iii) change or waive the Minimum Tender Condition (as defined in addition Exhibit A), add to those the conditions set forth in ANNEX AExhibit A or modify any condition set forth in Exhibit A in any manner adverse to the holders of Company Common Stock, (Div) changes or waives the Minimum Conditionexcept as provided below in this Section 1.01(a), (E) extends extend the Offer, except as expressly provided above, (Fv) provides for a different Per Share Amount change the form of consideration payable in respect of Class A Common Stock than in respect of Class B Common Stock, the Offer or (Gvi) waives or changes the terms of otherwise amend the Offer in any manner adverse to the holders of Shares Company Common Stock. Notwithstanding the foregoing, Merger Sub may (other but shall not be obligated to), without the consent of the Company, (A) extend the Offer for one or more periods of time (which, without the written consent of the Company, shall not exceed ten days per extension) that Merger Sub reasonably believes are necessary to cause the conditions of the Offer set forth herein to be satisfied, if at the scheduled expiration date of the Offer any of the conditions to Merger Sub's obligation to purchase shares of Company Common Stock are not satisfied, until such time as such conditions are satisfied or waived, (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or (C) extend the Offer on one or more occasions for an aggregate period of not more than PHI ten business days if the Minimum Tender Condition has been satisfied but fewer than 90% of the shares of the Company Common Stock have been validly tendered and its Subsidiariesnot withdrawn. Parent and Merger Sub agree that if all of the conditions to the Offer are not satisfied on any scheduled expiration date of the Offer, then Merger Sub shall from time to time and on each such occurrence extend the Offer for a period of time (which, without the written consent of the Company, shall not exceed ten days per extension) that Merger Sub reasonably believes is necessary to cause the conditions of the Offer set forth herein to be satisfied until such conditions are satisfied or waived, provided that, so long as Parent and Merger Sub shall have complied with their obligations under this Agreement, Merger Sub shall not be required to extend the Offer beyond the Drop Dead Date (as defined in Section 6.01(b)). The Per Share Amount shallMerger Sub may, subject with the written consent of the Company, elect to applicable withholding provide a subsequent offering period for the Offer in accordance with Rule 14d-11 of taxesthe Securities Exchange Act of 1934, be net as amended (the "Exchange Act"), following its acceptance for payment of shares of Company Common Stock in the Offer. Parent and Merger Sub agree that if the transaction contemplated by Section 4.16 with respect to the seller in cashCompany's San Diego facility has not been consummated on or prior to any scheduled expiration date of the Offer, without interest thereon, upon then Merger Sub shall extend the Offer for seven calendar days; provided that Merger Sub shall have no obligation to so extend the Offer more than once. On the terms and subject to the conditions of the Offer. Subject to the terms Offer and conditions of the Offer (includingthis Agreement, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration of the Offer, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment and purchase all Shares shares of Company Common Stock validly tendered and not withdrawnwithdrawn pursuant to the Offer that Merger Sub is permitted to accept and pay for under applicable law. (b) As soon as reasonably practicable on On the date of commencement of the Offer, ACo Parent and Merger Sub shall file with the Securities SEC, and Exchange Commission (cause to be disseminated to the "SEC") Company's stockholders, as and disseminate to holders of Shares to the extent required by law applicable Federal securities laws, a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") TO with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule TO and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). PHIEach of Parent, ACo Merger Sub and TPC agree to the Company shall promptly correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI each of Parent and ACo further agree to Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected amended or supplemented to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by or deemed advisable under applicable federal Federal securities laws. TPC The Company and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the stockholders of the Company. PHI Parent and ACo will Merger Sub shall provide TPC to the Company and its counsel with a copy of in writing any written comments or telephonic notification of (and orally, any oral comments PHI comments), Parent, Merger Sub or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof of such comments and will provide TPC shall consult with the Company and its counsel with a copy of prior to responding to any written responses and telephonic notification of any oral response of PHI, ACo such comments. (c) Parent shall provide or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned provided to Merger Sub on a timely basis the funds necessary to purchase any shares of Company Common Stock that Merger Sub becomes obligated to purchase pursuant to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 its terms and none of the events set forth in ANNEX A Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing existing, no later than two (unless such event 2) business days after the public announcement of the terms of this Agreement, the Purchaser shall have been waived by ACo)commence the Offer, PHI shall cause ACo to commencein accordance with the requirements of Regulations 14D and 14E promulgated under the Exchange Act, and ACo shall commenceany applicable State securities laws, to purchase all of the issued and outstanding Common Shares for the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant Price net to the seller thereof in cash, provided, however, that the Purchaser shall use its best efforts to commence the Offer (the "PER SHARE AMOUNT") as promptly soon as reasonably practicable after the date hereofpublic announcement of the terms of this Agreement, but in no event later than five two business days after such public announcement. The Offer shall expire and terminate on the twentieth (20th) business day from the commencement of the Offer (the "Expiration Date"); provided, however, that the Purchaser shall have the right to extend the Expiration Date up to ten (10) additional business days in order to satisfy any of the conditions set forth in Annex I hereto other than the Offer Financing Condition, provided that the failure of such conditions to be satisfied is not due to a breach of this Agreement by Parent or Purchaser. Provided that this Agreement shall not have been terminated in accordance with its terms and none of the events set forth in Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing, no later than (2) two business days after the public announcement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo expressly reserves the right to change or waive any such 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 8.4) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 limitationthis Agreement, the Minimum Condition), ACo 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, ACo Purchaser shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law a Purchaser's Tender Offer Statement on Schedule 14D-1 (together with all any supplements or amendments and supplements thereto, the "SCHEDULE 14D-1Offer Documents"), which shall contain (as an exhibit) 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, 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 other Transactions conditions that are agreed to by the parties hereto and no others and that the Purchaser shall use its best efforts to file the Tender Offer Statement on Schedule 14D-1 as soon as practicable, but in no event later than two business days after such public announcement. 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 of the conditions set forth in Annex I hereto. Without the prior written consent of the Company, the Purchaser shall not decrease the price per Common Share or change the form of consideration payable in the Offer, decrease the number of Common Shares sought to be purchased in the Offer, change the conditions set forth in Annex I, waive the Minimum Condition (as defined belowin 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 that the Purchaser expressly reserves the right to waive any condition to the Offer (other than the Minimum Condition) without the consent of the Company. The Schedule 14D-1 shall contain or shall incorporate by reference an offer Subject to purchase the terms of the Offer and this Agreement and the satisfaction of all 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 "OFFER TO PURCHASE") and forms time 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, purchase being referred to herein collectively as the "OFFER DOCUMENTSOffer Purchase Closing"). PHIPurchaser shall make reasonable provision for the payment of Offer proceeds to be made by wire transfer of immediately available funds to any person tendering Common Shares representing more than 1% of the Company's outstanding Common Shares. Subject to Section 8.01, ACo 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 will extend the Offer from time to time, in each case, for the shortest time period that it reasonably believes is necessary for 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 TPC agree 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. (b) The Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that it shall have become false or misleading, misleading in any material respect and PHI and ACo the Purchaser 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 laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of Subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals provisions of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the date of the public announcement by Parent and the Company of ACo's intention to this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The Offer shall expire 20 business days after it is commencedobligation of Sub to, shall be extended for an aggregate and of up Parent to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCcause Sub to, except that (i) commence the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment payment, and pay for for, any 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)). Sub expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the consent of the Company, Sub shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares subject to be purchased in the Offer, (Cii) imposes reduce the Offer Price, (iii) impose any other conditions to the Offer in addition other than the Offer Conditions or modify the Offer Conditions (other than to those set forth in ANNEX Awaive any Offer Conditions to the extent permitted by this Agreement), (Div) changes or waives except as provided in the Minimum Conditionnext sentence, (E) extends extend the Offer, except as expressly provided above, (Fv) provides for a different Per Share Amount change the form of consideration payable in respect of Class A Common Stock than in respect of Class B Common Stock, the Offer or (Gvi) waives amend, waive or changes the terms add any other term of the Offer in any manner adverse to the Company or the holders of Shares (other than PHI and its Subsidiaries)Shares. The Per Share Amount shallNotwithstanding the foregoing, subject to applicable withholding of taxes, be net to the seller in cashSub may, without interest thereon, upon the terms and subject to the conditions consent of the Company, (i) extend the Offer. Subject to , if at the terms and conditions scheduled or extended expiration date of the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration any of the OfferOffer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date any period required by any rule, regulation, interpretation or position of commencement of the Offer, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares or the staff thereof applicable to the extent required by law Offer and (iii) extend the Offer for any reason for one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence. So long as this Agreement is in effect and the Offer Conditions have not been satisfied or waived, Sub shall, and Parent shall cause Sub to, cause the Offer not to expire. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub is permitted to accept for payment under applicable law, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1Schedule 14D- 1") with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). PHIParent, ACo Sub and TPC agree the Company each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI Parent and ACo Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. TPC The Company and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the stockholders of the Company. PHI Parent and ACo will Sub agree to provide TPC the Company and its counsel with a copy of any written comments Parent, Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will of such comments. (c) Prior to the expiration of the Offer, Parent shall provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned provided to Sub all funds necessary to accept for payment, and pay for, any Shares that Sub is permitted to accept for payment under applicable law and pay for, pursuant to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of no event shall have occurred and no circumstance shall exist which would result in a failure to satisfy the events condition set forth in ANNEX clause (ii)(a) of Annex A hereto, Purchaser shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, commence the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly soon as reasonably practicable after the date hereof, but and in no any event later than five business days after the public announcement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 within eight business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure periodhereof. The obligation of ACo Purchaser to accept for payment and pay for Shares validly tendered pursuant to the Offer and not withdrawn 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver by Purchaser of the other conditions or events set forth in ANNEX A. ACo Annex A hereto (the "Offer Conditions"). Purchaser expressly reserves the right right, in its sole discretion, to change or waive any such condition, to increase the Per Share Amount, condition and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided that, HOWEVERunless previously approved by the Company in writing, (i) Purchaser may not waive the Minimum Condition (as defined in Annex A) or any of clauses (ii)(a), (e) or (f) of the Offer Conditions, (ii) Purchaser may not extend the expiration date of the Offer beyond the initial expiration date of the Offer except (A) as required by applicable law, (B) that if any condition to the Offer has not been satisfied or waived (notwithstanding other than as a result of the failure by Parent or Purchaser to perform any of its obligations under this Agreement), Purchaser may, in its sole discretion, extend the expiration date of the Offer for one or more periods (not in excess of 10 business days each) but in no event later than the Outside Date (as defined below) or (C) as provided hereafter in this Section 8.41.1(a), (iii) no change may be made which (A) decreases the Per price per Share Amountpayable in the Offer, (Biv) reduces there shall be no change to the form of consideration payable in the Offer (other than by adding consideration), (v) there shall be no reduction in the maximum number of Shares to be purchased in the Offer, Offer and (Cvi) imposes conditions there shall be no imposition of any condition to the Offer in addition to those set forth herein, there shall be no modification or amendment to the Offer Conditions and the Offer shall not be otherwise modified or amended, in ANNEX Aeach case, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for in a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms manner which is adverse to holders of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries)Shares. The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon On the terms and subject to the conditions of the Offer. Subject to the terms and conditions prior satisfaction or waiver of the Offer (includingConditions, without limitation, the Minimum Condition), ACo Parent shall provide funds to Purchaser and Purchaser shall accept for payment and pay, pay for Shares as promptly soon as practicable after it is permitted to do so under applicable law; provided that (i) at each scheduled expiration date of the Offer, for all Shares validly tendered and if any of the Offer Conditions shall not withdrawn. (b) As soon as reasonably practicable on be satisfied or waived, Purchaser shall, at the request of the Company, extend the expiration date of commencement the Offer for one or more periods (not in excess of 10 business days each) but in no event later than the OfferOutside Date and (ii) Purchaser shall extend the Offer for any period required by any rule, ACo shall file with regulation, interpretation or position of the Securities and Exchange Commission ("the "SEC") and disseminate to holders of Shares or the staff thereof applicable 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 Offer. The initial expiration date of the Offer and shall be 20 business days from the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms commencement of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together in accordance with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)law.

The Offer. (a) Provided that this The Merger Agreement shall not have been terminated in accordance with Section 8.1 and none provides for the commencement of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event not later than five the fifth business days after day from the public announcement of ACo's intention to commence the Offerexecution of the Merger Agreement. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination obligations of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Offeror to accept for payment and to pay for any 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn on or prior to the expiration of the Offer and (ii) not withdrawn are subject only to the satisfaction or waiver of Minimum Condition and the other conditions set forth in ANNEX A. ACo expressly reserves Section 14--"Certain Conditions to the right to change Offeror's Obligations". The Merger Agreement provides that the Offeror cannot amend or waive any such condition, to increase the Per Share Amount, and to make any other changes in Minimum Condition or decrease the terms and conditions of Offer Price or the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares sought, change the form of consideration to be purchased in paid pursuant to the Offer, (C) imposes impose conditions to the Offer in addition to those set forth in ANNEX A, (D) changes Section 14--"Certain Conditions to the Offeror's Obligations," amend any other term or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms condition of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net to or extend the seller in cash, without interest thereon, upon the terms and subject to the conditions of the Offer. Subject to the terms and conditions expiration date of the Offer (including, without limitationthe prior written consent of the Company. Notwithstanding the foregoing, the Minimum Condition)Offeror shall, ACo shall accept and Parent agrees to cause the Offeror to, extend the Offer for payment and pay, as promptly as practicable after a period of ten (10) business days following the initial expiration date of the Offer, if any conditions to the Offer have not been satisfied or waived at such date. In addition, following such first extension of the Offer as provided in the preceding sentence, (i) the Offeror shall, and Parent agrees to cause the Offeror to, extend the Offer, at any time prior to the termination of the Merger Agreement, for all Shares validly tendered and one or more periods of not withdrawn. more than ten (b10) As soon as reasonably practicable on business days, if at the expiration date of commencement of the Offer, ACo shall file with as extended, all conditions to the Securities Offer have not been satisfied or waived, and Exchange Commission (ii) the "SEC") Offer Price may be increased and disseminate to holders of Shares the Offer may be extended to the extent required by law a Tender Offer Statement on Schedule 14D-1 (together in connection with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer and the other Transactions (as defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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 Sharesincrease, in each case without the consent of the Company. In addition, the Offeror may, without the consent of the Company, extend the Offer for a period of not more than ten (10) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of the immediately preceding sentence unless at least 90% of the outstanding Shares shall have been tendered and not withdrawn pursuant to the Offer. Company Actions. Pursuant to the Merger Agreement, the Company has agreed that, as promptly as practicable following the commencement of the Offer, it will file with the Commission and mail to its stockholders, a Solicitation/Recommendation Statement on Schedule 14D-9 containing the recommendation of the Board of Directors that the Company's stockholders accept the Offer and approve the Merger, subject to the fiduciary duties of the Company's directors under applicable law and to the extent required by applicable federal securities laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned to the registered holders provisions of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Merger Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article IX, and none that no event shall have occurred and be continuing that would result the failure to be satisfied of any of the events conditions set forth in ANNEX A Annex A, Purchaser shall have occurred or be existing commence (unless such event shall have been waived by ACowithin the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), PHI shall cause ACo to commence, and ACo shall commence, ) the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer no earlier than September 22, 2010. (the "PER SHARE AMOUNT"b) as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the public announcement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC of the Offer shall be midnight (New York City time) on the later of (x) October 20, 2010 and may be extended by ACo for an aggregate of up to (y) the date that is 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) on which the Offer may be extended without such consent for up was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial “Expiration Date” and any expiration time and date established pursuant to an aggregate of 30 days from the initial expiration date until the expiration or termination extension of the waiting periodOffer as so extended, if applicable, under the HSR Act also an “Expiration Date”). (as defined in Section 3.5(b)c) and (ii) ACo may extend the Offer, if, at the time The obligations of Purchaser to commence the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to and accept for payment payment, and pay for for, any Public Shares tendered pursuant to the Offer shall be are subject only to (i) the conditions set forth in Annex A and (ii) the non-waivable condition (that pursuant to the "MINIMUM CONDITION") that at least Offer, prior to the number of Shares thatExpiration Date, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) there shall have been validly tendered and not properly withdrawn prior a number of Public Shares which constitutes at least a majority of the outstanding Public Shares (assuming the exercise of all outstanding Stock Options having an exercise price less than the Offer Price, and excluding from such calculation any Rollover Shares) (the “Minimum Condition”). The conditions to the expiration Offer set forth in Annex A are for the sole benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances (including any action or inaction by Purchaser; provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition. The failure of Purchaser at any time to exercise any of the foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right that may be asserted at any time and from time to time. (d) Purchaser expressly reserves the right (i) to increase the Offer Price and (ii) to waive any condition to the satisfaction Offer or waiver modify the terms of the other Offer, except that the Minimum Condition may not be waived and that, without the consent of the Company, Purchaser shall not (A) reduce the number of Public Shares subject to the Offer, (B) except as provided in Section 4.4, reduce the Offer Price, (C) add to the conditions set forth in ANNEX A. ACo expressly reserves the right to change Annex A or waive modify any such 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 8.4) 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 condition set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class Annex A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Public Shares or (other D) change the form of consideration payable in the Offer. (e) Purchaser may in its discretion (i) extend the Offer for one or more consecutive increments of not more than PHI ten business days each, if at any otherwise scheduled Expiration Date of the Offer any of the conditions to Purchaser’s obligation to purchase Public Shares in the Offer are not satisfied or waived, (ii) extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the Securities and its Subsidiaries). The Per Share Amount shall, subject to Exchange Commission (the “SEC”) or the staff thereof applicable withholding of taxes, be net to the seller Offer, or (iii) make available a “subsequent offering period” in cashaccordance with Rule 14d-11 of the Exchange Act. (f) Purchaser shall comply with the obligations respecting prompt payment and announcement under the Exchange Act, and, without interest thereonlimiting the generality of the foregoing, upon Purchaser shall accept for payment, and pay for, all Public Shares validly tendered and not withdrawn pursuant to the Offer promptly following the acceptance of such Public Shares for payment pursuant to 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), ACo 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, ACo 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 this Agreement. This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer right of Purchaser 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 terminate this Agreement pursuant to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)Article IX.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 its terms and provided that none of the events set forth in ANNEX clauses (a)-(c) of Annex A shall have occurred or and be existing continuing, Merger Sub shall (unless such event shall have been waived by ACo), PHI and Parent shall cause ACo to commenceMerger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and ACo shall commenceregulations thereunder, the Offer at “Exchange Act”)) a cash tender offer to purchase all of the amount issued and outstanding shares of the Company Common Stock for $7.20 U.S. Dollars per Share specified in the recitals share of this Agreement Company Common Stock (such amount, or such any greater amount per share of Company Common Stock paid pursuant to the offer, the “Per Share Amount” and such offer, as it may be amended from time to time pursuant to the terms hereof, the “Offer”) no earlier than fourteen (14) days and no later than twenty (20) days after the date hereof (unless such date is not a business day, in which case the first business day after the date that is fourteen (14) days or twenty (20) days, as applicable, after the date hereof). Parent shall cause Merger Sub to accept for payment, and Merger Sub shall accept for payment, all shares of the Company Common Stock that have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable (and in any event not more than the fourth business day) following the Expiration Date (as defined below). (b) The obligation of Merger Sub to accept for payment, purchase and pay for any shares of Company Common Stock tendered pursuant to the Offer (and not validly withdrawn) shall only be subject to 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 ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration satisfaction or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for Shares tendered waiver pursuant to the Offer shall be subject only to terms hereof of (i) the condition (the "MINIMUM CONDITION"“Minimum Condition”) that at least the that number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority shares 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, whether or not vested or exercisable) shall have been Company Common Stock validly tendered and not withdrawn prior to the expiration Expiration Date, when added to any shares of Company Common Stock already owned by Parent or any of its subsidiaries, if any, shall be equal to or greater than fifty and one tenth percent (50.1%) of the Offer sum of the shares of Company Common Stock then outstanding on a fully-diluted basis (including as outstanding only options that are vested as of that date or may vest prior to the Merger Outside Date) and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo Annex A hereto (the conditions described in clauses (i) and (ii) are collectively referred to as the “Tender Offer Conditions”). Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to change time, in its sole discretion, to amend or waive any such conditioncondition (other than the Minimum Condition, which may not be amended or waived), to increase the Per Share AmountAmount payable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, provided that (notwithstanding Section 8.4) without the prior written consent of the Company no change may be made which (A) that decreases the Per Share AmountAmount (except as provided in Section 1.1(h)), (B) reduces changes the maximum number form of Shares to be purchased consideration payable in the Offer, (C) imposes conditions to the Offer in addition to those set forth in ANNEX Athe Tender Offer Conditions, (D) changes or waives decreases the Minimum Condition, (E) extends number of shares of Company Common Stock subject to the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stockreduces the time period during which the Offer shall remain open, or (G) waives modifies or changes the terms of amends the Offer in any manner adverse to the holders of Shares Company Shareholders. (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon c) Upon the terms and subject to the conditions thereof, the Offer shall remain open until at least midnight, New York City time, at the end of the Offer. Subject to later of (i) the terms twentieth (20th) business day beginning with (and conditions of including) the date that the Offer is commenced (includingdetermined in accordance with Rule 14d-1(g)(3) under the Exchange Act) or (ii) May 13, without limitation2011 (the “Expiration Date”), unless the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, the Minimum Condition), ACo shall accept for payment and pay, provisions of Section 1.1(d) or as promptly as practicable after expiration required by Applicable Laws (defined in Section 9.3) or the interpretations 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, ACo shall file with the Securities and Exchange Commission (the "“SEC"”) (in which event the term “Expiration Date” shall mean the latest time 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 defined below). 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 date as the "OFFER DOCUMENTS"). PHIOffer, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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 Sharesextended, in each case as and to the extent required by applicable federal securities laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9expire).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article IX hereof and none of the events set forth in ANNEX Annex A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer hereto (the "PER SHARE AMOUNTOffer Conditions") as promptly as reasonably practicable after shall be existing, within five Business Days of the date hereof, but in no event later than five business days after Merger Sub will commence a tender offer (the public announcement of ACo's intention to commence the "Offer. The Offer shall expire 20 business days after it is commenced, shall be extended ") for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination all of the waiting periodoutstanding shares of common stock, if applicablepar value $0.001 per share, under of the HSR Act Company (as defined each a "Share" or, collectively, the "Shares") at a price per Share of U.S. $8.50 net to the Seller in Section 3.5(b)) and cash (ii) ACo may extend such price, or any higher price paid in the Offer, ifthe "Price Per Share") upon the terms and conditions set forth in this Agreement, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of including Annex A is in effect, to a date 5 days after the end of such 5 day cure period. hereto. (b) The obligation of ACo Merger Sub to accept for payment payment, purchase and pay for any Shares tendered pursuant to the Offer shall be subject only to (i) the condition (satisfaction or waiver of the "MINIMUM CONDITION") Offer Conditions, including the Offer Condition that at least the that number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute equivalent to a majority of the then total issued and outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon on the conversion of any convertible securities or upon date such shares are purchased pursuant to the exercise of any options, warrants or rights, whether or not vested or exercisable) Offer shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver "Minimum Condition"). Merger Sub will not, without the prior written consent of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any Company (such 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 8.4) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares consent to be purchased authorized by the Company Board) (i) decrease the amount or change the form of consideration payable in the Offer, (Cii) imposes decrease the number of Shares sought in the Offer, (iii) impose additional conditions to the Offer in addition to those set forth in ANNEX AOffer, (Div) changes change any Offer Condition or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms amend any other term of the Offer if any such change or amendment would be adverse in any manner adverse respect to the holders of Shares (other than PHI and its SubsidiariesParent or Merger Sub). The Per Share Amount shall, subject to applicable withholding of taxes(v) except as provided below, be net to extend the seller in cash, without interest thereon, upon the terms and subject to the conditions Offer if all of the OfferOffer Conditions have been satisfied or (vi) amend or waive the Minimum Condition. 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 Securities Exchange Act of 1934, as amended (the "Exchange Act")) (the "Scheduled Expiration Date"); provided, however, that without the consent of the Company Board, Merger Sub may (x) extend the Offer, if on the Scheduled Expiration Date of the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration any of the OfferOffer Conditions shall not have been satisfied or waived, for all Shares validly tendered and not withdrawn. one (b1) As soon as reasonably practicable on or more periods (none of which shall exceed ten (10) Business Days) but in no event past 90 days from the date of commencement this Agreement unless the waiting period applicable to the transactions contemplated by this Agreement under the HSR Act has not terminated or expired in which case not past the date set forth in Section 9.2(i), (y) extend the Offer for such period as may be required by any rule, regulation, interpretation or position of the Offer, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to or 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 staff thereof applicable to the Offer and the other Transactions or (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE"z) and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, extend the Offer for one (1) or more periods (each such period to Purchase be for not more than three (3) Business Days and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected extensions 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).for an

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A nothing shall have occurred or be existing (unless such event shall have been waived by ACo)that, PHI shall cause ACo to commence, and ACo shall commence, had the Offer at been commenced, would give rise to a right to terminate the amount per Share specified in the recitals of this Agreement or such greater amount per share paid Offer pursuant to the Offer (the "PER SHARE AMOUNT") Article 11 hereof, as promptly as reasonably practicable after the date hereofof this Agreement, but in no event later than five business days after Merger Subsidiary shall commence (within the public announcement meaning of ACo's intention to commence Rule 14d-2 under the 1000 Xxx) the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from and the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Merger Subsidiary to accept for payment and to pay for any Tender Shares tendered 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 date of the Offer (the "MINIMUM CONDITION"as it may be extended hereunder) that at least the number of and not withdrawn, Tender Shares that, when combined together with the Tender Shares already then directly or indirectly owned by Parent and its wholly owned Subsidiariesand/or Merger Subsidiary, constitute represent a majority of the then outstanding Voting 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, whether or not vested or exercisable“Minimum Condition”) 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. ACo Annex I hereto. Merger Subsidiary expressly reserves the right to change or waive any such condition, of the conditions to increase the Per Share Amount, Offer and to make any other changes change in the terms and of or conditions of to the Offer; PROVIDEDprovided that unless otherwise provided by this Agreement or previously approved by the Company in writing (i) the Minimum Condition may not be waived, HOWEVER, that (notwithstanding Section 8.4ii) no change may be made which (A) that changes the form of consideration to be paid, decreases the Per Share Amount, (B) reduces Offer Price or the maximum number of Tender Shares to be purchased sought in the Offer, (C) Offer or imposes conditions to the Offer in addition to those set forth in ANNEX A, (D) changes Annex I or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the amends any terms of the Offer in any manner adverse to the holders of Tender Shares and (other than PHI and its Subsidiariesiii) the Offer may not be extended except as set forth in this Section 2.01(a). The Per Share Amount shall, subject to applicable withholding of taxes, be net Subject to the seller terms and conditions of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (determined using Rule 14d-1(g)(3) of the 1000 Xxx) after the date that the Offer is commenced. Notwithstanding the foregoing, Merger Subsidiary shall extend the Offer (1) from time to time for successive periods of no more than 10 Business Days each (or such longer period as may be consented to by the Company, such consent not to be unreasonably withheld) 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, and (2) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by Applicable Law. Following expiration of the Offer, Merger Subsidiary may, in cashits sole discretion, without interest thereonprovide one or more subsequent offering periods (together, the “Subsequent Offering Period”) in accordance with Rule 14d-11 of the 1934 Act. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer. Subject to the terms , Merger Subsidiary shall, and conditions of the Offer (includingParent shall cause it to, without limitation, the Minimum Condition), ACo shall accept for payment and paypay for, as promptly as practicable after the expiration of the Offer, for all Tender Shares (x) validly tendered and not withdrawnwithdrawn pursuant to the Offer and (y) validly tendered in the Subsequent Offering Period. (b) As soon as reasonably practicable on the date of commencement of the Offer, ACo Parent and Merger Subsidiary shall (i) file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law SEC a Tender Offer Statement on Schedule 14D-1 TO with respect to the Offer (together with all amendments and supplements thereto and including exhibits thereto, the "SCHEDULE 14D-1"“Schedule TO”) with respect to that shall include the Offer and the other Transactions (summary term sheet required thereby and, as defined below). The Schedule 14D-1 shall contain exhibits or shall incorporate incorporated 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-1thereto, the Offer to Purchase and such other documentsa form of letter of transmittal and summary advertisement, if any, in respect of the Offer (collectively, together with all any amendments or supplements and amendments thereto, being referred the “Offer Documents”) and (ii) cause the Offer Documents to herein collectively as be disseminated to holders of Tender Shares. The Company shall promptly furnish to Parent and Merger Subsidiary in writing all information concerning the "OFFER DOCUMENTS")Company that may be required by applicable securities laws or reasonably requested by Parent or Merger Subsidiary for inclusion in the Schedule TO or the Offer Documents. PHIEach of Parent, ACo Merger Subsidiary and TPC agree the Company agrees promptly to correct promptly any information provided by any of them it for use in the Schedule TO and the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect. Parent and PHI and ACo further Merger Subsidiary 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 Tender Shares, in each case as and to the extent required by applicable U.S. federal securities laws. TPC The Company and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents and each time before any amendments thereto prior to the filing thereof 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. PHI Parent and ACo will Merger Subsidiary shall provide TPC the Company and its counsel with a copy of (i) any written comments or telephonic notification of any oral comments PHI other communications, whether written or ACo 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 receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHIParent and Merger Subsidiary to those comments and to provide comments on that response (to which reasonable and good faith consideration shall be given), ACo including by participating with Parent and Merger Subsidiary or their counsel. In counsel in any discussions or meetings with the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)SEC.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article VIII, upon the terms and none of subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals conditions of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly soon as reasonably practicable after the date hereof, (but in no event later than five ten business days after the initial public announcement of ACo's intention to the execution and delivery of this Agreement), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) the Offer. . (b) The Offer shall expire 20 business days after it is commencedobligations of Merger Sub to, shall be extended for an aggregate and of up Parent to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCcause Merger Sub to, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment payment, irrevocably deposit all requisite funds with the Paying Agent and pay for Shares for, all shares of Company Stock validly tendered and not validly withdrawn pursuant to the Offer shall be are 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo expressly reserves Exhibit A (the “Offer Conditions”) (without limiting the right of Merger Sub to change terminate, extend or waive any such condition, modify the Offer in accordance with the terms of this Agreement) and not to increase the Per Share Amount, and to make any other changes in conditions. (c) Subject to the terms and conditions set forth in the Offer Documents, the Offer shall remain open until 11:59 p.m., New York City time, on the 20th business day following the commencement of the Offer (calculated in accordance with Rule 14d-1(g)(3) under the Exchange Act) (the “Initial Expiration Date”) or, if the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, Section 1.1(d) or as may be required by applicable Law, 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 Offer has been extended in accordance with Section 1.1(d), the “Expiration Date”). Merger Sub and Parent expressly reserve the right to waive, in whole or in part, any Offer Condition at any time and from time to time, in their sole and absolute discretion, other than the Minimum Tender Condition, or to modify the terms of the Offer; PROVIDED, HOWEVERexcept that, that (notwithstanding Section 8.4) no change may be made which (A) decreases without the Per Share Amountprior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (Bi) reduces reduce the maximum number of Shares shares of Company Stock subject to be purchased the Offer, (ii) reduce the Common Offer Price, Series A Offer Price, Series B Offer Price or Series C-1 Offer Price, (iii) waive, amend or modify the Minimum Tender Condition, (iv) impose any additions to the Offer Conditions or amend, modify or supplement any of the Offer Conditions in any manner adverse to the holders of Company Stock, (v) except as otherwise provided in this Section 1.1, terminate, extend or otherwise amend or modify the Expiration Date or time of, the Offer, (vi) change the all-cash form of consideration payable in the Offer, (C) imposes conditions to the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (Gvii) waives otherwise amend, modify or changes supplement any of the terms of the Offer in any manner adverse to the holders of Shares Company Stock. (other than PHI and its Subsidiaries). The Per Share Amount d) Notwithstanding the foregoing, Merger Sub shall, subject and Parent shall cause Merger Sub to, (A) extend the Offer for one or more consecutive increments of not more than five business days each (the length of such period to be determined by Parent or Merger Sub in their sole discretion), or for such longer period as the parties may agree, if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the U.S. Securities and Exchange Commission (the “SEC”) or the staff thereof applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon Offer; provided that under no circumstance shall Merger Sub be required to extend the Offer beyond the Outside Date. Upon the terms and subject to the conditions of the Offer. Subject Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, irrevocably deposit all requisite funds with the Paying Agent and pay for, all shares of Company Stock validly tendered and not theretofore validly withdrawn pursuant to the terms and conditions of Offer, such that Merger Sub becomes irrevocably obligated to purchase pursuant to the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, all such shares on or as promptly as practicable after expiration the Expiration Date. The time at which Merger Sub first accepts for payment the shares of the Offer, for all Shares Company Stock validly tendered and not withdrawnvalidly withdrawn in the Offer is hereinafter referred to as the “Acceptance Time.” The Offer may not be terminated prior to its Expiration Date (as such Expiration Date may be extended in accordance with this Section 1.1(d)), unless this Agreement is validly terminated in accordance with Section 8.1. If the Offer is terminated or withdrawn by Merger Sub to the extent permitted by this Agreement, or this Agreement is terminated in accordance with Section 8.1, Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to promptly return, all tendered shares of Company Stock to the registered holders thereof. Nothing contained in this Section 1.1 shall affect any termination rights set forth in Section 8.1. (be) As soon promptly as reasonably practicable on the date of commencement of the Offer, ACo Parent and Merger Sub shall file with the Securities and SEC in accordance with Rule 14d-3 under the Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law Act a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") TO with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall or, as permitted, incorporate by reference reference, an offer to purchase (the "OFFER TO PURCHASE") and forms of the related letter of transmittal transmittal, summary advertisement, notices to brokers, clients and any related summary advertisement dealers, and all other ancillary Offer documents (the such Schedule 14D-1TO and all such documents included therein or, as permitted, incorporated by reference therein, pursuant to which the Offer to Purchase and such other documentswill be made, together with all supplements supplements, amendments and amendments exhibits thereto, being referred the “Offer Documents”) and shall disseminate the appropriate Offer Documents to herein collectively as the "OFFER DOCUMENTS"holders of Company Stock. The Company shall promptly furnish to Parent and Merger Sub all information concerning the Company and the holders of Company Stock required by the Exchange Act to be set forth in the Offer Documents or reasonably requested in connection with any action contemplated by this Section 1.1(e), including communication of the Offer to the record and beneficial holders of Company Stock. PHIEach of Parent, ACo Merger Sub and TPC agree to the Company shall promptly correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI each of Parent and ACo further agree to Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and (i) to cause the Schedule 14D-1 Offer Documents, as so corrected amended or supplemented, to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of SharesCompany Stock, in each case as and to the extent required by applicable federal Federal securities lawsLaws and (ii) to cause the Offer Documents, as amended or supplemented, to comply as to form in all material respects with the requirements of the Exchange Act, the applicable rules and regulations of NASDAQ and all other applicable Laws. TPC Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or the dissemination thereof to the holders of Company Stock, Parent and Merger Sub shall provide the Company and its counsel shall be given an a reasonable opportunity to review and comment on such Offer Documents, and Parent and Merger Sub shall give reasonable and good faith consideration to all comments made by the Offer Documents Company or its counsel. Parent and any amendments thereto prior to Merger Sub shall promptly provide the filing thereof with the SEC. PHI and ACo will provide TPC Company and its counsel with a copy copies of any all written comments comments, and shall promptly inform the Company and its counsel of all oral comments, that Parent, Merger Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after Documents, and prior to responding to any comments of the receipt thereof and will provide TPC and SEC or its counsel staff with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that respect to the Offer is terminated Documents, give reasonable and good faith consideration to all comments made by the Company or withdrawn by ACoits counsel, PHI and ACo to participate in any substantive telephonic communications with the staff of the SEC related thereto. (f) Parent shall provide or cause all tendered Shares to be returned provided to Merger Sub promptly (and, in any case, on a sufficiently timely basis to enable Merger Sub to comply with the provisions of Section 1.1(d)) all funds necessary to purchase the shares of Company Stock that Merger Sub has accepted for payment and irrevocably becomes obligated to purchase pursuant to the registered holders Offer. (g) Parent and Merger Sub shall be entitled to deduct and withhold from the consideration payable to any holder of the Shares represented by the certificate or certificates surrendered shares of Company Stock pursuant to the Paying Agent Offer such amounts as Parent or Merger Sub are required to deduct and withhold in respect of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of state, local or foreign Tax Law. Amounts so withheld and paid to the appropriate taxing authority shall be treated for all purposes of this Agreement and the Offer as defined having been paid to the holder of Company Stock in Section 2.9)respect of which such deduction or withholding was made.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX Annex A hereto shall have occurred or be existing (unless such event existing, Purchaser shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, commence the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement of ACoPurchaser's intention to commence the Offer. The Offer shall shall, unless extended as provided below, expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination commencement of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITIONMinimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (ii) also shall be subject to the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo Annex A hereto. Purchaser expressly reserves the right to change or waive any such condition, to increase the Per price per Share Amountpayable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) that, without the consent of Company, no change may be made which (A) decreases the Per price per Share Amountpayable in the Offer, (B) which reduces the maximum number of Shares to be purchased in the Offer, (C) Offer or which imposes conditions to the Offer in addition to those set forth in ANNEX AAnnex A hereto or modifies such conditions, (D) or which changes or waives the Minimum Condition, (E) extends form of consideration payable in the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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), ACo Purchaser shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. The Offer may not be extended for more than 20 days beyond its original scheduled expiration date unless any of the conditions to the Offer shall not have been satisfied; provided, however, in the event Purchaser desires to extend the Offer beyond July 31, 1997, in the event the proposed length of the extension is, in the aggregate, more than three days Company shall have the right to consent to such longer extension. Parent agrees to cause Purchaser to, and Purchaser agrees to use its reasonable best efforts to, consummate the Offer as soon as legally permissible, subject to its right to extend for 20 additional days as provided above. (b) As soon as reasonably practicable on the date of commencement of the Offer, ACo 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 Schedule 14D-1") with respect to the Offer and the other Transactions (as defined below)Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASEOffer 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 DOCUMENTSOffer Documents"). PHICompany and its counsel shall be given an opportunity to review the Offer Documents prior to their filing with the SEC. Parent, ACo Purchaser and TPC Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI Parent and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Provided The Merger Agreement provides that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, Purchaser will commence the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable (and in any event within 10 business days) after the date hereofexecution of the Merger Agreement, but and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in no event later than five business days after the public announcement Section 14—“Conditions of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from ,” the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to Purchaser will accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of in the Offer as promptly as practicable after the Purchaser is legally entitled to do so. Cytyc and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo Purchaser expressly reserves reserved the right to change or waive any such condition, to increase the Per Share Amount, and Offer Price or to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, except that without Adeza’s prior written approval the Purchaser is not permitted to (notwithstanding Section 8.4i) no change may be made which (A) decreases decrease the Per Share AmountOffer Price, (Bii) reduces change the form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (Civ) imposes impose conditions or requirements to the Offer that are different than or in addition to those set forth the conditions and requirements described in ANNEX A, Section 14—“Conditions of the Offer,” (Dv) changes amend or waives waive the Minimum Condition, (Evi) extends amend any of the conditions or requirements to the Offer described in Section 14—“Conditions of the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, ,” or (Gvii) waives or changes extend the terms expiration of the Offer in any a manner adverse to the holders of Shares (other than PHI and its Subsidiaries)as required by the Merger Agreement. 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 Merger Agreement provides that the Offer Price will be adjusted appropriately to reflect the effect of any stock split, reverse stock split, stock dividend (including, without limitation, the Minimum Conditionincluding any dividend or distribution of securities convertible into Shares), ACo shall accept for payment and paycash dividend, as promptly as practicable after expiration reorganization, recapitalization, reclassification, combination, exchange 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, ACo 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") shares or other like change with respect to the Offer and Shares occurring prior to the other Transactions (as defined below)Expiration Date. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (Merger Agreement provides that the "OFFER TO PURCHASE") and forms of Purchaser will extend 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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 Offer: • to the extent required by applicable federal securities laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy , rules or regulations of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect the NASDAQ Global Select Market; • for one or more periods of 10 business days each, or any lesser period ending on May 16, 2007, if at the Expiration Date any of the conditions to the Offer Documents promptly after have not been satisfied; and • for one or more periods of 10 business days each, or any lesser period ending on June 15, 2007, if at the receipt thereof Expiration Date the HSR Condition and/or the Governmental Approval Condition have not been satisfied. After acceptance for payment of Shares in the Offer, if Cytyc, the Purchaser and will provide TPC their subsidiaries and its counsel with a copy of any written responses and telephonic notification of any oral response of PHIaffiliates do not hold, ACo or their counsel. In in the event that the Offer is terminated or withdrawn by ACoaggregate, PHI and ACo shall cause all tendered Shares to be returned to the registered holders at least 90% of the issued and outstanding Shares represented by so as to permit the certificate or certificates surrendered Purchaser to complete the Paying Agent (as defined Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period and, if more than 80% of the issued and outstanding Shares have been validly tendered and not withdrawn in Section 2.9).the

The Offer. (a) Provided Subject to the terms and conditions herein, Merger Sub shall (and Parent shall cause Merger Sub to) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the “Exchange Act”)) a cash tender offer to purchase all of the issued and outstanding shares of the Company Common Stock for $7.75 U.S. Dollars per share of Company Common Stock (such amount, or any greater amount per share of Company Common Stock paid pursuant to the offer, the “Per Share Amount” and such offer, as it may be amended from time to time pursuant to the terms hereof, the “Offer”) no later than twenty (20) days after the date hereof (unless such date is not a business day, in which case the first business day after the date that twenty (20) days after the date hereof). Subject to satisfaction or waiver of the Tender Offer Conditions (as defined below) and the terms and conditions hereof, Parent shall cause Merger Sub to accept for payment, and Merger Sub shall accept for payment, all shares of the Company Common Stock that have been validly tendered and not withdrawn pursuant to the Offer as soon as practicable (and in any event not more than the fourth business day) following the Expiration Date (as defined below). Merger Sub shall not terminate the Offer prior to any scheduled Expiration Date without the prior written consent of the Company unless and until this Agreement shall not have been is terminated in accordance with Section 8.1 and none 8.1. (b) The obligation of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)Merger Sub to accept for payment, PHI shall cause ACo to commencepurchase, and ACo shall commence, the Offer at the amount per Share specified in the recitals pay for any shares of this Agreement or such greater amount per share paid Company Common Stock tendered pursuant to the Offer (and not validly withdrawn) shall only be subject to 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 ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration satisfaction or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for Shares tendered waiver pursuant to the Offer shall be subject only to terms hereof of (i) the condition (the "MINIMUM CONDITION"“Minimum Condition”) that at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority shares 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, whether or not vested or exercisable) shall have been Company Common Stock validly tendered and not withdrawn prior to the expiration Expiration Date, when added to any shares of Company Common Stock already owned by Parent or any of its subsidiaries, if any, shall be at least a majority of the Offer shares of Company Common Stock then outstanding on a fully-diluted basis (assuming the exercise of all options, warrants and other rights to purchase shares of Company Common Stock regardless of exercise price, vesting schedule or other terms or conditions thereof (other than any Warrants, Company Stock Options and Company Stock Awards that are cashed out at the Acceptance Date pursuant to Section 3.3 or Section 3.5 and with respect to which the holders thereof have entered into the cancellation agreements referenced in Section 3.3 and Section 3.5) and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo Annex A hereto (the conditions described in clauses (i) and (ii) are collectively referred to as the “Tender Offer Conditions”). Merger Sub expressly reserves the right (but shall not be obligated) at any time or from time to change time, in its sole discretion, to amend or waive any such conditioncondition (other than the Minimum Condition, which may not be amended or waived), to increase the Per Share AmountAmount payable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVERprovided, that (notwithstanding Section 8.4) without the prior written consent of the Company no change may be made which (A) that decreases the Per Share AmountAmount (except as provided in Section 1.1(h)), (B) reduces changes the maximum number form of Shares to be purchased consideration payable in the Offer, (C) imposes conditions to the Offer in addition to those set forth in ANNEX Athe Tender Offer Conditions, (D) changes or waives decreases the Minimum Condition, (E) extends number of shares of Company Common Stock subject to the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stockreduces the time period during which the Offer shall remain open, or (G) waives modifies, amends or changes the terms of supplements the Offer or the Tender Offer Conditions in any manner adverse to the holders of Shares Company Stockholders. (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, without interest thereon, upon c) Upon the terms and subject to the conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the later of (i) the Offer. Subject to the terms and conditions twentieth (20th) business day following commencement of the Offer (includingdetermined in accordance with Rule 14d-1(g)(3) under the Exchange Act) and (ii) May 31, without limitation2013 (the “Expiration Date”), unless the period of time for which the Offer is open shall have been extended pursuant to, and in accordance with, the Minimum Condition), ACo shall accept for payment and pay, provisions of Section 1.1(d) or as promptly as practicable after expiration required by Applicable Law or the interpretations 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, ACo shall file with the Securities and Exchange Commission (the "“SEC"”) (in which event the term “Expiration Date” shall mean the latest time and disseminate to holders of Shares to date on which the extent required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements theretoOffer, the "SCHEDULE 14D-1") with respect to the Offer and the other Transactions (as defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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 Sharesextended, in each case as and to the extent required by applicable federal securities laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9expire).

The Offer. (a) Provided that Subject to this Agreement shall not have having been terminated in accordance with the provisions of Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)7.1 hereof, PHI shall cause ACo to commenceLockheed Xxxxxx, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer acting through a wholly- owned single member Delaware limited liability company (the "PER SHARE AMOUNTOFFER SUBSIDIARY") ), shall as promptly as reasonably practicable after the date hereofpracticable, but in no event later than five business days after from the date of the public announcement of ACothe terms of this Agreement, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and all rules and regulations promulgated thereunder (the "EXCHANGE ACT")) an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "OFFER") up to the number of shares (collectively, the "SHARES") of COMSAT's intention common stock, without par value (the "COMSAT COMMON STOCK"), that is equal to commence the remainder of (i) 49% of the number of shares of COMSAT Common Stock outstanding at the close of business on the date of purchase pursuant to the Offer minus (ii) the number of shares of ----- COMSAT Common Stock then owned of record by "authorized carriers" (as defined in the Communications Satellite Act of 1962, as amended, 47 U.S.C. (S)701 et. seq., and all rules and regulations promulgated thereunder (the "SATELLITE ACT")) ("AUTHORIZED CARRIERS"), as evidenced by issuance of shares of Series II COMSAT Common Stock, minus (iii) the number of shares of COMSAT Common Stock with ----- respect to which written demand shall have been made and not withdrawn under Section 29-373 of the District of Columbia Business Corporation Act (the "DCBCA"), at a price of not less than $45.50 per Share, net to the seller in cash (the "OFFER PRICE"). Lockheed Xxxxxx shall extend the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate periods of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not no more than 20 business days therefrom) without 60 days, until the written consent earlier of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination one year anniversary of the waiting period, if applicable, under date hereof or (ii) 10 business days after the HSR Act date on which the last of the Authorized Carrier Conditions (as defined in Section 3.5(b)Exhibit A hereto) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure periodshall have been --------- obtained. The obligation of ACo Lockheed Xxxxxx to accept for payment payment, and pay for for, any Shares tendered pursuant to the Offer shall be subject only to the conditions set forth in Exhibit A (any of which may be waived in whole or in part by Lockheed --------- Xxxxxx in its sole discretion), and to the terms and conditions of this Agreement. Lockheed Xxxxxx expressly reserves the right to modify the terms and conditions of the Offer, except that, without the prior written consent of COMSAT, Lockheed Xxxxxx shall not (i) the condition (the "MINIMUM CONDITION") that at least reduce the number of Shares thatsubject to the Offer, when combined with (ii) waive the Shares already owned by Parent and its wholly owned SubsidiariesMinimum Condition (as defined in Exhibit A hereto), constitute a majority (iii) --------- reduce the Offer Price, (iv) modify or add to the conditions set forth in Exhibit A, (v) except as provided in this Section 1.1(a), extend the term of the then outstanding Shares on a fully diluted basis --------- Offer, (includingvi) change the form of the consideration payable in the Offer or (vii) make any other modifications that are otherwise materially adverse to holders of COMSAT Common Stock. Notwithstanding the foregoing, Lockheed Xxxxxx may, without limitationthe consent of COMSAT, all (A) extend the term of the Offer beyond any scheduled expiration date of the Offer (but not beyond the two year anniversary of the date hereof) if, at any such scheduled expiration date, any of the conditions to Lockheed Xxxxxx'x obligation to accept for payment, and pay for, Shares issuable upon tendered pursuant to the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or Offer shall not vested or exercisable) shall have been satisfied or waived and (B) extend the Offer (but not beyond the two year anniversary of the date hereof) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any other applicable Law (as hereinafter defined). Upon the terms and subject to the conditions of the Offer, Lockheed Xxxxxx shall accept for payment and will pay for, as soon as permitted under the terms of the Offer, Shares validly tendered and not withdrawn prior to the expiration of the Offer Offer. The date and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such 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 8.4) no change may be made time at 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 shall close is referred to those set forth in ANNEX A, (D) changes or waives as the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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), ACo shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn"OFFER CLOSING TIME". (b) As soon Lockheed Xxxxxx shall not, nor shall it permit any of its affiliates to, tender into the Offer any shares of COMSAT Common Stock beneficially owned by it; provided, that shares of COMSAT Common Stock held beneficially or of -------- record by any plan, program or arrangement sponsored by Lockheed Xxxxxx or maintained for the benefit of employees of Lockheed Xxxxxx or any of its Subsidiaries (as reasonably practicable on hereinafter defined) shall be deemed not to be held by Lockheed Xxxxxx or an affiliate thereof regardless of whether Lockheed Xxxxxx has, directly or indirectly, the date power to vote or control the disposition of such shares of COMSAT Common Stock. COMSAT shall not, nor shall it permit any of its Subsidiaries to, tender into the Offer any shares of COMSAT Common Stock beneficially owned by it; provided, that shares of COMSAT Common Stock held -------- beneficially or of record by any plan, program or arrangement sponsored by COMSAT or maintained for the benefit of employees of COMSAT or any of its Subsidiaries shall be deemed not to be held by COMSAT regardless of whether COMSAT has, directly or indirectly, the power to vote or control the disposition of such shares of COMSAT Common Stock. (c) Notwithstanding anything to the contrary contained in this Agreement, Lockheed Xxxxxx shall not be required to commence the Offer in any foreign country where the commencement of the Offer, ACo in Lockheed Xxxxxx'x reasonable opinion, would violate the applicable Law of such jurisdiction. (d) On the date of the commencement of the Offer, Lockheed Xxxxxx shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect to the Offer and Offer, which will contain the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms form 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 any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHIThe Offer Documents shall comply as to form in all material respects with the requirements of the Exchange Act and, ACo on the date filed with the SEC and TPC agree when first published, sent or given to COMSAT'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 Lockheed Xxxxxx with respect to information supplied by COMSAT in writing for inclusion in the Offer Documents or incorporated therein by reference to any statement, report or other document filed by or on behalf of COMSAT with the SEC. Upon obtaining knowledge, Lockheed Xxxxxx or COMSAT shall correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI and ACo Lockheed Xxxxxx further agree to shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of SharesCOMSAT's shareholders, in each case as and to the extent required by applicable federal securities lawsLaws. TPC COMSAT and its counsel shall be given an a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof of such Offer Documents with the SEC. PHI and ACo will Lockheed Xxxxxx shall provide TPC COMSAT and its counsel in writing with a copy of any written comments or telephonic notification of any oral comments PHI or ACo Lockheed Xxxxxx and its counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counselthereof. In the event that Lockheed Xxxxxx shall take all steps reasonably necessary to cause the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares Documents to be returned filed with the SEC and disseminated to the registered holders of the Shares represented by the certificate or certificates surrendered COMSAT Common Stock, in each case as, and to the Paying Agent (as defined in Section 2.9)extent, required by applicable Law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (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 ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Merger Subsidiary to, and Buyer to cause Merger Subsidiary to, commence the Offer and accept for payment payment, and pay for for, any and all 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Annex I hereto and to the terms and conditions of this Agreement; provided, however, that Merger Subsidiary shall not, without the Company's written consent, waive the Minimum Condition (as defined in Annex I hereto). Merger Subsidiary expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDEDprovided that, HOWEVERwithout the Company's written consent, that Merger Subsidiary shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares which Merger Subsidiary is offering to be purchased purchase in the Offer, (Cii) imposes conditions reduce the Offer Price, (iii) modify or add to the Offer in addition to those conditions set forth in ANNEX AAnnex I hereto, (Div) changes or waives change the Minimum Condition, (E) extends form of consideration payable in the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, Offer or (Gv) waives otherwise amend or changes the terms of modify the Offer in any manner adverse to the holders of the Shares. Notwithstanding the foregoing, if on any scheduled expiration date the number of Shares that have been physically tendered and not withdrawn are more than 5O% of the Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than PHI and its Subsidiariesthe Minimum Condition) shall first have been satisfied, so long as Merger Subsidiary irrevocably waives the satisfaction of any condition set forth in Annex A which relates to the occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). The Per Share Amount shallFurther, subject to applicable withholding of taxes, be net Merger Subsidiary may extend the Offer beyond any scheduled expiration date up to the seller Outside Termination Date (as defined in cash, without interest thereon, upon Section 10.1) if at the terms and subject to the conditions initial expiration date of the Offer, or any extension thereof, the conditions in clauses (a) and (b) to Annex I hereto are not satisfied or waived. Subject to the terms and conditions of the Offer (includingOffer, without limitationMerger Subsidiary shall, the Minimum Condition)and Buyer shall cause Merger Subsidiary to, ACo 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, ACo 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 defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Not later than the first business day after the date of this Agreement, Acquiror, Acquisition Subsidiary and Cxxxx will make a public announcement of the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 7.1 and none of the events set forth in ANNEX Annex A hereto shall have occurred or be existing (unless such event existing, Acquisition Subsidiary shall have been waived by ACo)commence, PHI and Acquiror shall cause ACo Acquisition Subsidiary to commence, and ACo shall commencewithin the meaning of Rule 14d-2 under the Exchange Act, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five ten (10) business days after the initial public announcement of ACo's Acquisition Subsidiary’s intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall which announcement will be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCmade on November 16, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period2007. The obligation of ACo Acquisition Subsidiary to accept for payment and pay for Cxxxx Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction of the conditions set forth in Annex A hereto, including the condition (the "MINIMUM CONDITION") that at least the a number of Cxxxx Shares that, when combined with the representing that number of Cxxxx Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority which would equal more than fifty percent (50%) of the Cxxxx Shares then issued and outstanding Shares on a fully 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, whether or not vested or exercisable) shall have been validly tendered and not withdrawn in accordance with the terms of the Offer, prior to the expiration date of the Offer Offer, and not withdrawn (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo “Minimum Condition”). Acquisition Subsidiary expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, Amount and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that that, without the prior written consent of Cxxxx, Acquisition Subsidiary will not (notwithstanding Section 8.4i) no change may be made which (A) decreases decrease the Per Share Amount, (Bii) reduces reduce the maximum number of Cxxxx Shares to be purchased in the Offer, (Ciii) imposes change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class Annex A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer hereto in any manner adverse to the holders of Shares Cxxxx Shares, (v) extend the expiration date of the Offer beyond the twenty (20) business days following the commencement thereof, except as expressly provided herein, or (vi) make any other than PHI and its Subsidiaries)change in the terms or conditions of the Offer which is adverse to the holders of Cxxxx Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the each 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 (includingOffer, without limitationAcquisition Subsidiary shall, the Minimum Condition)and Acquiror shall cause Acquisition Subsidiary to, ACo shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Cxxxx Shares validly tendered and not withdrawnwithdrawn (the “Acceptance Time”). (bc) As soon as reasonably practicable on On the date of commencement of the Offer, ACo Acquiror and Acquisition Subsidiary 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 TO, including all exhibits thereto (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") “Schedule TO”), with respect to the Offer and the other Transactions (as defined below)Offer. The Schedule 14D-1 TO shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE"“Offer to Purchase”) and the forms of the related letter letters of transmittal and any related summary advertisement (the Schedule 14D-1TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"“Offer Documents”). PHIThe Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, ACo on the date filed with the SEC and TPC agree on the date first published, sent or given to Cxxxx’x 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 in complying with the foregoing commitments, Acquiror and Acquisition Subsidiary may rely on the accuracy of any information provided in writing by Cxxxx for inclusion or incorporation by reference into the Offer Documents. Cxxxx, Acquiror and Acquisition Subsidiary shall correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleadingmisleading in any material respect, and PHI Acquiror and ACo further agree to Acquisition Subsidiary shall take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Cxxxx Shares, in each case as and to the extent required by applicable federal securities lawsLaw. TPC Cxxxx and its counsel shall be given an the reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. PHI Acquiror and ACo will Acquisition Subsidiary shall provide TPC Cxxxx and its counsel with a copy of of, and shall consult with Cxxxx regarding any written comments or telephonic notification of any oral comments PHI comments, and shall consult with Cxxxx before responding to any written comments, in each case that Acquiror or ACo Acquisition Subsidiary may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counselthereof. In the event that Acquiror or Acquisition Subsidiary receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its commercially reasonable efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. (d) Subject to the terms and conditions hereof, the Offer shall remain open until midnight, Eastern Time, on the date that is twenty (20) business days after the Offer is terminated commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that without the prior written consent of Cxxxx, Acquisition Subsidiary may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A shall not have been satisfied or withdrawn waived, for one (1) or more periods of not more than ten (10) business days each, until such time as such conditions are satisfied or waived, (ii) extend the Offer for one (1) or more periods if required by ACoany rule, PHI and ACo shall cause all tendered Shares to be returned regulation, interpretation or position of the SEC or the staff thereof applicable to the registered holders Offer, not more than the period or periods required by such rule, regulation, interpretation or position, or (iii) extend the Offer for one (1) or more periods for an aggregate period of not more than twenty (20) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if, on such expiration date, there shall not have been tendered that number of Cxxxx Shares which would equal more than ninety percent (90%) of the issued and outstanding Cxxxx Shares represented by on a fully-diluted basis; provided, however, that if Acquisition Subsidiary shall extend the certificate or certificates surrendered Offer pursuant to this clause (iii), Acquisition Subsidiary shall waive during such extension all conditions set forth in Annex A other than the Minimum Condition and the conditions set forth in paragraphs (a), (b) and (d) in Annex A. Notwithstanding the foregoing, Acquiror and Acquisition Subsidiary may, without the consent of Cxxxx, extend the offer in accordance with Rule 14d-11 of the Exchange Act. In addition, the Per Share Amount may be increased and the Offer may be extended to the Paying Agent extent required by Law in connection with such increase, in each case without the consent of Cxxxx. If on the initial scheduled expiration date of the Offer or any extension thereof, any applicable waiting period under the Hxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (as defined the “HSR Act”), any applicable Law of Germany regulating competition, merger control or exchange controls or any other applicable foreign Laws regulating competition, antitrust, investment or exchange controls has not expired or terminated, Acquisition Subsidiary shall, if requested to do so by Cxxxx, extend the expiration date of the Offer for up to ten (10) business days. In addition, Acquiror and Acquisition Subsidiary each agree that if any of the conditions set forth in Section 2.9)paragraphs (a) or (b) of Annex A are not satisfied, including the satisfaction of the Minimum Condition, on any expiration date of the Offer, then Acquisition Subsidiary shall, and Acquiror shall, if requested to do so by Cxxxx, cause Acquisition Subsidiary to, extend the Offer one time for a period of up to ten (10) business days.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 8.01 and none of the events or circumstances set forth in ANNEX Annex A hereto shall have occurred or be existing (unless such event shall have been waived by ACo)existing, PHI shall cause ACo to commencePurchaser agrees to, and ACo shall commenceParent agrees to cause Purchaser to, commence the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the first public announcement of ACo's intention to commence the Offerexecution hereof. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from Parent and Purchaser agree that the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITIONMinimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute more than 80% of the outstanding Shares at the expiration of the Offer and (ii) also shall be subject to the satisfaction or waiver of the other conditions set forth in ANNEX Annex A. ACo Purchaser expressly reserves the right to change or waive any such condition, to increase the Per price per Share Amountpayable in the Offer, and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) Parent and Purchaser agree that no change may be made without the consent of the Company which (A) decreases the Per price per Share Amountpayable in the Offer, (B) which changes the form of consideration to be paid in the Offer, which reduces the maximum number of Shares to be purchased in the Offer, which extends the expiration date of the Offer (Cexcept that Purchaser may extend the expiration date of the Offer (a) as required to comply with any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or (b) for one or more times each for an aggregate period of up to 15 days (and not to exceed 60 days from the date of commencement) for any reason other than those specified in the immediately preceding clause (a)) or which imposes conditions to the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class Annex A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries)hereto. 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), ACo shall accept for payment Purchaser agrees to, and Parent agrees to cause Purchaser to, 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, ACo shall Parent and Purchaser agree that Purchaser will file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law SEC 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 and the other Transactions (as defined belowhereinafter defined), which shall have been provided to the Company and to which the Company shall not have reasonably objected. The Parent and Purchaser agree that the Schedule 14D-1 shall will contain or shall will incorporate by reference an offer to purchase (the "OFFER TO PURCHASEOffer 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 DOCUMENTSOffer Documents"). PHIParent, ACo Purchaser and TPC the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI Parent and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of Subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals terms of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly as reasonably practicable after the date hereof, (but in no event later than five business days Business Days) after the public announcement date of ACo's intention this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, amend the Pending Offer to commence reflect the Offerexecution, terms and conditions of this Agreement. The date on which the Pending Offer is amended, which shall be the date hereof, is referred to in this Agreement as the “Offer Amendment Date”). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of Company Common Stock tendered pursuant to the Offer are subject to the conditions set forth in Exhibit A (the “Offer Conditions”). The Offer shall expire 20 business days after it at midnight, New York City time, on the 10th Business Day following the Offer Amendment Date (such time or such subsequent time to which the expiration of the Offer is commencedextended in accordance with the terms of this Agreement, shall be extended for an aggregate the “Expiration Date”). Merger Sub expressly reserves the right, in its sole discretion, to waive, in whole or in part, any Offer Condition or modify the terms of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) Offer; provided, however, that, without the prior written consent of TPCthe Company, except that Merger Sub shall not (i) reduce the Offer may be extended without such consent for up number of shares of Company Common Stock subject to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting periodOffer, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend reduce the OfferOffer Price, if(iii) change, modify or waive the Minimum Tender Condition; provided that, Parent may, at any time in its sole discretion and without the time consent of the Offer would otherwise expireCompany, a 5 day cure period under clause (f) or (g) amend the Minimum Tender Condition such that the determination of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority outstanding shares of the then outstanding Shares Company Common Stock on a fully diluted basis (including, without limitation, shall exclude all Shares issuable upon the conversion of any options and convertible securities with an exercise price or upon conversion price greater than the exercise of any optionsOffer Price, warrants or rights, whether or not vested or exercisable(iv) shall have been validly tendered and not withdrawn prior add to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo expressly reserves the right Exhibit A or modify or change any Offer Condition in a manner adverse to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions holders of the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) no change may be made which (A) decreases the Per Share AmountCompany Common Stock, (Bv) reduces except as otherwise provided in this Section 1.1(a), extend or otherwise change the maximum number Expiration Date of Shares to be purchased in the Offer, (Cvi) imposes conditions to change the form of consideration payable in the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (Gvii) waives otherwise amend, modify or changes supplement any of the terms of the Offer in any a manner adverse to the any holders of Shares (other than PHI and its Subsidiaries)Company Common Stock in their capacity as such. The Per Share Amount shall, subject to applicable withholding of taxes, be net Notwithstanding anything in this Agreement to the seller contrary, Merger Sub may, in cashits sole discretion, without interest thereonconsent of the Company, upon (A) without limiting Parent’s or Merger Sub’s obligations under the terms and subject following sentence, extend the Offer on one or more occasions, in consecutive increments of up to ten Business Days (or such longer period as the parties hereto may agree) each, if on any then-scheduled Expiration Date of the Offer any of the Offer Conditions shall not have been satisfied or, to the conditions extent waivable by Parent or Merger Sub, waived, and (B) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer. Parent and Merger Sub agree that, to the extent requested in writing by the Company prior to any then-scheduled Expiration Date of the Offer. , Merger Sub shall (and Parent shall cause Merger Sub to) (A) if any of the Offer Conditions set forth in paragraph (a) or (b) of clause (ii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived, and provided that it is reasonably expected that such condition or conditions shall be satisfied prior to the Termination Date, extend the Offer on one or more occasions, in consecutive increments of up to ten Business Days each (or such longer period as the parties hereto may agree), until such time as such Offer Conditions are satisfied (but not beyond the Termination Date) and (B) if any of the Minimum Tender Condition or the Offer Conditions set forth in paragraph (d) or (e) of clause (ii) of Exhibit A shall not have been satisfied or, to the extent waivable by Parent or Merger Sub, waived on such then-scheduled Expiration Date, but all the other Offer Conditions set forth in Exhibit A shall be satisfied on such then-scheduled Expiration Date, extend the Offer on one or more occasions, in consecutive increments of up to five Business Days (or such longer period as the parties hereto may agree) each, for an aggregate period of time of not more than 20 Business Days; provided, however, that (i) Merger Sub shall not be required to extend the Offer beyond the Termination Date or at any time Parent or Merger Sub is permitted to terminate this Agreement pursuant to Article VIII and (ii) if the Minimum Tender Condition is not satisfied, but all other Offer Conditions are satisfied or waived, Merger Sub shall only be obligated to extend the Offer for one additional period not to exceed and not less than ten (10) Business Days. (b) Subject to the terms and conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (includingsubject to any withholding of Tax pursuant to Section 1.1(e)) all shares of Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the Expiration Date of the Offer. Acceptance for payment of shares of Company Common Stock pursuant to and subject to the conditions of the Offer is referred to in this Agreement as the “Offer Closing,” and the date on which the Offer Closing occurs is referred to in this Agreement as the “Offer Closing Date.” Merger Sub expressly reserves the right, without limitationin its sole discretion, to elect to provide for a “subsequent offering period” in accordance with Rule 14d-11 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the Minimum Condition)“Exchange Act”) following the Offer Closing, ACo and the Offer Documents may, in Merger Sub’s sole discretion, provide for such a reservation of right. If Merger Sub shall commence a subsequent offering period in connection with the Offer, Merger Sub shall accept for payment and paypay for all shares validly tendered during such subsequent offering period. The Offer may not be terminated prior to its Expiration Date, as promptly as practicable after expiration unless this Agreement is validly terminated in accordance with Article VIII. If the Offer is terminated or withdrawn by Merger Sub, or this Agreement is terminated in accordance with Section 8.1, prior to the acceptance for payment of Company Common Stock tendered in the Offer, for Merger Sub shall promptly return, and shall cause any depository acting on behalf of Merger Sub to return, all Shares validly tendered and not withdrawnCompany Common Stock to the registered holders thereof. (bc) As soon promptly as reasonably practicable on following the date of commencement of the OfferOffer Amendment Date, ACo Parent and Merger Sub shall file with the Securities and Exchange Commission (the "SEC") and disseminate SEC an amendment to holders of Shares to the extent required by law a its Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements theretoTO filed originally on May 10, the "SCHEDULE 14D-1") 2012 under cover of Schedule TO with respect to the Offer Pending Offer, which shall reflect the execution, terms and conditions of this Agreement and contain a supplement to the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal (such Schedule TO and any related summary advertisement (the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"“Offer Documents”). PHIThe Company shall promptly furnish to Parent and Merger Sub all information concerning the Company required by the Exchange Act to be set forth in the Offer Documents. Each of Parent, ACo Merger Sub and TPC agree to the Company shall promptly correct promptly any information provided supplied by any of them it for use inclusion or incorporation by reference in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI each of Parent and ACo further agree to Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Schedule 14D-1 Offer Documents as so corrected amended or supplemented to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to the holders of SharesCompany Common Stock, in each case as and to the extent required by applicable federal Federal securities lawsLaws. TPC Parent and Merger Sub shall promptly notify the Company upon the receipt of any comments from the SEC, or any request from the SEC for amendments or supplements, to the Offer Documents, and shall provide the Company with copies of all correspondence between them and their Representatives, on the one hand, and the SEC, on the other hand, and shall use its counsel reasonable best efforts to give the Company the opportunity to participate in any substantive telephonic communications with the staff of the SEC related thereto. Prior to the filing of the Offer Documents (including any amendment or supplement thereto) with the SEC or dissemination thereof to the stockholders of the Company, or responding to any comments of the SEC with respect to the Offer Documents, Parent and Merger Sub shall be given an provide the Company a reasonable opportunity to review and comment on the such Offer Documents or response (including the proposed final version thereof), and Parent and Merger Sub shall give reasonable consideration to any amendments thereto prior such comments. (d) Parent shall provide or cause to be provided to Merger Sub on a timely basis the funds necessary to pay for any shares of Company Common Stock that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the filing thereof with the SEC. PHI Offer. (e) Merger Sub shall be entitled to deduct and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive withhold from the SEC consideration otherwise payable pursuant to the Offer, the Merger or its staff otherwise pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Merger Sub is required to deduct and withhold with respect to the Offer Documents promptly after making of such payment under the receipt thereof Internal Revenue Code of 1986, as amended (the “Code”), or any other applicable Law. To the extent that amounts are so withheld and will provide TPC paid over by Merger Sub to the appropriate Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and its counsel with a copy withholding was made by Merger Sub. (f) For purposes of this Agreement (including exercise of the Top-Up Option) and the Offer, unless otherwise mutually agreed to by the Company and Parent, any written responses and telephonic notification shares of any oral response Company Common Stock subject to notices of PHI, ACo or their counsel. In the event that guaranteed delivery shall be deemed not to be validly tendered into the Offer is terminated or withdrawn by ACo, PHI unless and ACo shall cause all tendered Shares until the shares of Company Common Stock underlying such notices of guaranteed delivery have been delivered to be returned to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Merger Sub.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.1 and none the satisfac tion or waiver of the events conditions set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)Annex A, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the date of the public announcement by Parent and the Company of ACo's intention to this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The initial scheduled expiration date for the Offer shall expire 20 business days after it is commencedbe January 5, 1999. Sub shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC obligated to, and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCParent shall cause Sub to, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment payment, and pay for as promptly as practicable after the expiration of the Offer all Shares validly tendered pursuant to the Offer shall be and not withdrawn 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Sub expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the consent of the Company, Sub shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares subject to be purchased in the Offer, (Cii) imposes conditions reduce the Offer Price, (iii) add to the Offer in addition to those set forth in ANNEX AConditions, (Div) changes or waives except as provided in the Minimum Conditionnext sentence, (E) extends extend the Offer, except as expressly provided above, (Fv) provides for a different Per Share Amount change the form of consideration payable in respect of Class A Common Stock than in respect of Class B Common Stock, the Offer or (Gvi) waives or changes the terms amend any other term of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries)the Shares. The Per Share Amount shallNotwithstanding the foregoing, subject to applicable withholding of taxes, be net to the seller in cashSub may, without interest thereon, upon the terms and subject to the conditions consent of the Company, (A) extend the Offer. Subject to , if at the terms and conditions initial scheduled or extended expira tion date of the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration any of the OfferOffer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date any period required by any rule, regulation, interpretation or position of commencement of the Offer, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares or the staff thereof applicable to the extent required by law Offer and (C) extend the Offer on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would other wise be permitted under clauses (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. (b) On the date of commencement of the Offer, Parent and Sub shall file with the SEC a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "SCHEDULE Schedule 14D-1") with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). PHIParent and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, ACo as amended (the "Exchange Act"), and TPC the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and the Company agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI Parent and ACo Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. TPC The Company and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the stockholders of the Company. PHI Parent and ACo will Sub agree to provide TPC the Company and its counsel with a copy of any written comments Parent, Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will of such comments. (c) Parent shall provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article VII hereof and none of the events set forth in ANNEX Annex A hereto (the "Offer Conditions") shall have occurred or be existing (unless such event shall have been waived by ACo)existing, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals within five Business Days of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days after Merger Sub will commence a tender offer (the public announcement of ACo's intention to commence the "Offer. The Offer shall expire 20 business days after it is commenced, shall be extended ") for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination all of the waiting periodoutstanding shares of common stock, if applicablepar value $0.01 per share, under of the HSR Act Company (as defined the "Company Common Stock") at a price per share of the Company Common Stock of U.S. $25.00 net to the Seller in Section 3.5(b)) and cash (ii) ACo may extend such price, or any higher price paid in the Offer, ifthe "Price Per Share") upon the terms and conditions set forth in this Agreement, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of including Annex A is in effect, to a date 5 days after the end of such 5 day cure period. hereto. (b) The obligation of ACo Merger Sub to accept for payment payment, purchase and pay for Shares any Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition (satisfaction or waiver of the "MINIMUM CONDITION") Offer Conditions, including the Offer Condition that at least the that number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute shares of Company Common Stock equivalent to a majority of the then total issued and outstanding Shares shares of Company Common Stock on a fully diluted basis (including, without limitation, all Shares issuable upon on the conversion of any convertible securities or upon date such shares are purchased pursuant to the exercise of any options, warrants or rights, whether or not vested or exercisable) Offer shall have been validly tendered and not withdrawn prior to the expiration of the Offer and (the "Minimum Condition"). Merger Sub will not, without the prior written consent of the Company (such consent to be authorized by the Company Board): (i) waive the Minimum Condition, (ii) decrease the satisfaction amount or waiver change the form of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such 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 8.4) no change may be made which (A) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased consideration payable in the Offer, (Ciii) imposes decrease the number of shares of Company Common Stock sought in the Offer, (iv) impose additional conditions to the Offer in addition to those set forth in ANNEX AOffer, (Dv) changes change any Offer Condition or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms amend any other term of the Offer if any such change or amendment would be adverse in any manner adverse respect to the holders of Shares the Company Common Stock (other than PHI and its Subsidiaries). The Per Share Amount shallParent or Merger Sub) or (vi) except as provided below, subject to applicable withholding of taxes, be net to extend the seller in cash, without interest thereon, upon the terms and subject to the conditions Offer if all of the OfferOffer Conditions have been satisfied. Subject to the terms and conditions hereof, the Offer shall remain open until midnight, New York City time, on the date that is twenty (20) Business Days after the Offer is commenced (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")); provided, however, that without the consent of the Company Board, Merger Sub may (x) extend the Offer, if at the scheduled expiration date of the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration any of the OfferOffer Conditions shall not have been satisfied or waived for one (1) or more periods (none of which shall exceed ten (10) Business Days) until such time as such conditions are satisfied or waived, (y) extend the Offer for all Shares validly tendered and not withdrawn. (b) As soon such period as reasonably practicable on the date may be required by any rule, regulation, interpretation or position of commencement of the Offer, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to or 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 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 three (3) Business Days and such extensions to be for an aggregate period of not more than ten (10) Business Days beyond the other Transactions latest expiration date that would otherwise be permitted under clause (as defined below). The Schedule 14D-1 x) or (y) of this sentence) if on such expiration date the Offer Conditions shall contain have been satisfied or waived but there shall incorporate by reference an offer to purchase not have been tendered that number of shares of Company Common Stock which would equal more than ninety percent (the "OFFER TO PURCHASE"90%) and forms of the related letter issued and outstanding shares of transmittal and Company Common Stock. Merger Sub agrees that if all of the Offer Conditions are not satisfied on any related summary advertisement expiration date of the Offer, then, Merger Sub shall extend the Offer for one or more periods of not more than ten (10) Business Days each if requested to do so by the Schedule 14D-1Company; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date or, if earlier, the Offer to Purchase and such other documents, together date of termination of this Agreement in accordance with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS")terms hereof. PHI, ACo and TPC agree to correct promptly any information provided by any On the terms of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect subject to the Offer Documents promptly Conditions and this Agreement, Merger Sub shall pay for all shares of Company Common Stock, validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned to the registered holders expiration of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article 8, and none that no event shall have occurred and be continuing that, had the Offer been commenced, would give rise to a right to terminate the Offer pursuant to any of the events conditions set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)Annex A, PHI no later than 5:30 p.m. Eastern Daylight Savings time on July 28, 2009, Parent shall cause ACo Merger Sub to commence, and ACo Merger Sub shall commencecommence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act” )), the Offer. In the Offer, each Share accepted by Merger Sub in accordance with the terms of the Offer at shall be exchanged for the amount per Share specified in right to receive from Merger Sub the recitals of this Agreement or such greater amount per share paid 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 following the "PER SHARE AMOUNT") as promptly as reasonably practicable after Expiration Date. Notwithstanding the date hereofabove, but in no event later than five business days after the public announcement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Merger Sub to accept for payment payment, and pay for all Shares tendered pursuant to the Offer shall be subject only (x) 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior shall be at least the minimum number of Shares required to approve this Agreement, the Merger and the other transactions contemplated herein pursuant to the expiration organizational documents of the Offer Company and the FBCA (the “Minimum Condition” ), and (iiy) the satisfaction or waiver of to the other conditions set forth in ANNEX Annex A. ACo The conditions to the Offer set forth in Annex A are for the sole benefit of Parent and Merger Sub and may be asserted by Parent or Merger Sub regardless of the circumstances (including any action or inaction by Parent or Merger Sub, provided that nothing therein shall relieve any party hereto from any obligation or liability such party has under the Agreement) giving rise to such condition or may be waived by Parent 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 change or increase the amount of consideration payable in the Offer and to waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions condition of the Offer, except the Minimum Condition; PROVIDEDprovided that, HOWEVERMerger Sub, that at its sole option, may waive such Minimum Condition (notwithstanding Section 8.4i) no change may be made which (A) decreases if the Per Share Amount, (B) reduces the maximum 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. The failure of Parent or Merger Sub 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 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 or change the form of consideration payable in the Offer, decrease the number of Shares sought to be purchased in the Offer, (C) imposes 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 Subsidiaries will be tendered in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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), ACo 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 On the date of commencement of the Offer, ACo Parent and Merger Sub shall (i) file or cause to be filed with the Securities SEC a combined Schedule 13E-3 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 TO with respect to the Offer (together with all amendments and supplements thereto, the "SCHEDULE 14D-1"“Schedule TO”) with respect and related Offer to Purchase, form of letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively, and including any supplements or amendments thereto, 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 Company shall promptly furnish to Parent and Merger Sub in writing all 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 disclosure relating to (i) the company financial advisor Xxxxx & Company LLC (including the amount of fees and other consideration that Xxxxx & Company LLC will receive upon consummation of or as a result of the Offer and the Merger, and the conditions therefor), (ii) the financial advisor Xxxxxxx & Company (including the amount of fees and other Transactions consideration that Xxxxxxx & Company shall receive in connection with the opinion referred to in Section 4.20), (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer iii) the opinions of each of Xxxxx & Company LLC and Xxxxxxx & Company referred to purchase in Section 4.20 and (iv) the "OFFER TO PURCHASE") and forms information that formed the basis for rendering each of such opinions, subject to the approval of the related letter form of transmittal such disclosure by Xxxxx & Company LLC and any related summary advertisement (Xxxxxxx & Company, respectively, such approval not to be unreasonably withheld or delayed. Each of Parent, Merger Sub and 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"). PHI, ACo and TPC agree Company agrees promptly to correct promptly any information provided by any of them it for use in the Schedule TO or the Offer Documents which if and to the extent that such information shall have become false or misleading, misleading in any material respect or as otherwise required by applicable Law. Parent and PHI and ACo 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. TPC The Company and its counsel shall be given an a reasonable opportunity to review and comment on the Schedule TO and the Offer Documents and each time before any amendments thereto prior to the filing thereof 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. PHI Parent and ACo will Merger Sub shall provide TPC the Company and its counsel with a copy of (i) any written comments or telephonic notification other communications, and shall inform them of any oral comments PHI or ACo 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 receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHIParent 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, ACo or their counsel. In the event that 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 terminated 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 withdrawn more periods of up to 20 Business Days each, the length of each such period to be determined by ACoMerger Sub in its sole discretion, PHI if at the scheduled Expiration Date any of the conditions of the Offer, including the Minimum Condition and ACo 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 Shares to be returned and not withdrawn pursuant to the registered holders Offer promptly following the acceptance of such Shares for payment pursuant to the terms and subject to the conditions of the Shares represented by Offer and this Agreement. This paragraph shall not be deemed to impair, limit or otherwise restrict in any manner the certificate right of Parent or certificates surrendered Merger Sub to the Paying Agent (as defined in Section 2.9)terminate this Agreement pursuant to Article VIII.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none The Company hereby agrees to use its best efforts (i) to facilitate the review by the special committee of the events set forth in ANNEX A shall have occurred or be existing Company Board (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the "Offer Review Committee") of the Offer at and (ii) subject to the amount per Share specified in fulfillment of the recitals fiduciary duties of this Agreement or such greater amount per share paid the Company Board under applicable Laws, to procure that the Company Board recommend the holders of Shares to accept the Offer and tender their Shares to Merger Sub pursuant to the Offer (the "PER SHARE AMOUNTCompany Recommendation"). Promptly after receipt of the documents relating to the Offer, the Company will publicly announce and file the Taiwan Financial Supervisory Commission (the "FSC") as promptly as reasonably practicable after a statement for the date hereofrequired disclosure according to the applicable FSC tender offer rules, but in no event later than five business days after including, among others, the public announcement of ACoCompany Board's intention and the Offer Review Committee's comments to commence the Company's shareholders regarding the Offer. The Offer shall expire 20 business days after Company agrees that it is commencedwill not provide any negative comments on the Offer. (b) Merger Sub will publicly announce the transactions contemplated by this Agreement on May 22, shall be extended 2014, make applicable filings with the FSC for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting periodby May 23, if applicable2014, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time commence the Offer would otherwise expireon May 26, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period2014. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo expressly reserves the right to change or waive any such 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 8.4) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 are set out in the prospectus of the Offer. The Offer price per Share is NT$143. (including, without limitation, c) The initial expiration of the Minimum Condition), ACo Offer shall accept for payment and pay, as promptly as practicable be on the 50th day after expiration the commencement of the Offer (the period of the Offer, as it may be extended as below, shall be referred to as the "Offer Period"). As a condition for consummation of the Offer, the minimum number of the Shares tendered shall not be less than 27,300,429 (the "Minimum Shares"). If during the initial Offer Period any of the conditions of the Offer shall have not been satisfied or waived by Merger Sub (if permitted hereunder), Merger Sub may extend the Offer for an additional 30 days or such shorter period as permitted by applicable Law. So long as the Minimum Shares is tendered within the Offer Period and all Shares validly tendered and not withdrawnconditions of the Offer have been satisfied or waived by Merger Sub, the closing of the Offer will take place within seven (7) Business Days after the expiration of the Offer Period. (bd) As soon as reasonably practicable on On or before the date of commencement of the Offer, ACo Merger Sub shall (i) file with the Securities and Exchange Commission (FSC 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 documents relating to the Offer and as required by applicable Law or the other Transactions (as defined below). The Schedule 14D-1 FSC, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") prospectus and forms of the related letter letters of transmittal transmittal, public announcement and other ancillary documents and instruments required by applicable Law pursuant to which the Offer will be made (collectively with any related summary advertisement (the Schedule 14D-1supplements, amendments and exhibits thereto, and all deliveries, mailings and notices required by applicable Law, the "Offer to Purchase Documents") and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in (ii) cause the Offer Documents which shall have become false or misleading, and PHI and ACo 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 the holders of Shares, in each case as and Shares and/or be posted to the Market Observation Post System ("MOPS") to the extent required by applicable federal securities laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)Law.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1 hereof, and (ii) none of the events set forth in ANNEX A Annex I hereto shall have occurred or be existing (unless such event shall have been waived by ACo)existing, PHI shall cause ACo to commenceMerger Sub shall, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five December 4, 2001, commence the Offer. Each Share accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive that number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, plus the right to receive cash in lieu of fractional Shares, if any. For purposes of this Agreement, the term "EXCHANGE RATIO" shall mean the quotient obtained by dividing the Company Stock Value by the Average Parent Post-Signing Trading Price; provided that, if the quotient obtained by dividing the Company Stock Value by the Average Parent Post-Signing Trading Price is greater than the quotient obtained by dividing the Company Stock Value by the Adjusted Average Parent Pre-Signing Trading Price, then the term "EXCHANGE RATIO" shall mean the quotient obtained by dividing the Company Stock Value by the Adjusted Average Parent Pre-Signing Trading Price. The initial expiration date of the Offer shall be the twentieth business days after the public announcement day following commencement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, be subject to (A) the condition that there shall be extended for an aggregate validly tendered in accordance with the terms of up the Offer prior to 10 business days from the initial expiration date if requested by TPC and of the Offer (as it may be extended by ACo for an aggregate in accordance with the requirements of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in this Section 3.5(b1.1(a)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, not withdrawn a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 thatwhich, when combined together with the Shares already then owned by Parent and its wholly owned SubsidiariesMerger Sub (if any), constitute represents a number equal to at least the sum of (x) a majority of the then outstanding total number of Shares on a fully diluted basis and (including, without limitation, all Shares y) the total number of shares of Company Common Stock issuable upon the conversion of any convertible securities or upon the exercise of any optionsCompany Options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn each as outstanding immediately prior to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) (the condition referred to in this sentence being referred to as the "MINIMUM CONDITION"); for the avoidance of doubt, it being understood that Shares tendered into the Offer pursuant to a Notice of Guaranteed Delivery shall be counted in the computation of the Minimum Condition only to the extent the stock certificates for such Shares are actually delivered to the Exchange Agent (or, if the Shares are delivered to the Exchange Agent via book-entry, credited to the Exchange Agent's account with The Depository Trust Company) prior to computing the Minimum Condition at the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)), and (iiB) the satisfaction or waiver each of the other conditions set forth in ANNEX A. ACo Annex I hereto. Parent and Merger Sub expressly reserves reserve the right to change waive one or waive any such condition, more conditions to increase the Per Share Amount, Offer and to make any other changes change in the terms and or conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) without the prior written consent of the Company, no change may be made which (Ai) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased sought in the Offer, (Cii) changes the form or amount of consideration to be paid, (iii) imposes conditions to the Offer in addition to those set forth in ANNEX AAnnex I, (Div) changes or waives the Minimum ConditionCondition or any of the conditions set forth in Annex I in any manner which is adverse to the holders of Shares, (Ev) extends the Offer, Offer (except as expressly provided above, (F) provides for a different Per Share Amount set forth in respect of Class A Common Stock than in respect of Class B Common Stockthe following two sentences), or (Gvi) waives or changes makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of Shares. Subject to the terms of the Offer in any manner adverse and this Agreement and the satisfaction (or waiver by Parent to the holders extent permitted by this Agreement) of Shares (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net the conditions set forth in Annex I to the seller in cashOffer, 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), ACo Merger Sub 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, ACo 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 withdrawn pursuant to the Offer and as soon as practicable after the other Transactions applicable expiration date of the Offer (as defined belowit may be extended in accordance with the requirements of this Section 1.1(a). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms shall pay for all such Shares promptly after acceptance; provided, however, that (A) Merger Sub shall extend the Offer for successive extension periods (up to the Termination Date) not in excess of ten business days per extension period if, at the scheduled expiration date of the related letter Offer or any extension thereof, any of transmittal and any related summary advertisement (the Schedule 14D-1, conditions to the Offer to Purchase shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in (B) Merger Sub may extend the Offer Documents which shall have become false or misleading, and PHI and ACo 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 if and to the extent required by the applicable federal securities laws. TPC rules 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. PHI and ACo will provide TPC and its counsel with a copy regulations of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to NASD. In addition, Merger Sub may extend the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with acceptance of Shares thereunder for a copy further period of any written responses and telephonic notification time by means of any oral response of PHI, ACo or their counsel. In a subsequent offering period under Rule 14d-11 promulgated under the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)Exchange Act.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.1 and none the satisfaction or waiver of the events conditions set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)this Agreement, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (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 ACo's intention to March 29, 1999, Acquisition Subsidiary shall, and ServiceMaster shall cause Acquisition Subsidiary to, commence the Offer. ServiceMaster shall not be obligated to commence the Offer if any state of facts or events shall exist which would entitle ServiceMaster to not acquire the ARS Shares tendered in response to the Offer under the conditions set forth in Section 9.1, other than the Minimum Condition (as hereinafter defined). The initial scheduled expiration date for the Offer shall expire 20 business days after it is commencedbe April 26, 1999. Acquisition Subsidiary shall be extended obligated to, and ServiceMaster shall cause Acquisition Subsidiary to, accept for an aggregate of up to 10 business days from the initial expiration date if requested by TPC payment, and may be extended by ACo pay for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until as promptly as practicable after the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for all ARS Shares validly tendered pursuant to the Offer shall be and not withdrawn, subject only to (i) the condition (the "MINIMUM CONDITION") that at least the number of Shares that, when combined conditions with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior respect to the expiration of the Offer and (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo Section 9.1 (any of which may be waived in whole or in part by Acquisition Subsidiary in its sole discretion); provided that, without the consent of ARS, Acquisition Subsidiary shall not waive the Minimum Condition. Acquisition Subsidiary expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the consent of ARS, Acquisition Subsidiary shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of ARS Shares subject to be purchased in the Offer, (Cii) imposes reduce the Offer Price below $5.75 per ARS Share, net to the seller in cash, (iii) add to the conditions with respect to the Offer in addition to those set forth in ANNEX ASection 9.1, (Div) changes or waives except as provided in the Minimum Conditionnext sentence, (E) extends extend the Offer, except as expressly provided above, (Fv) provides for a different Per Share Amount change the form of consideration payable in respect of Class A Common Stock than in respect of Class B Common Stock, the Offer or (Gvi) waives or changes the terms amend any other term of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries)the ARS Shares. The Per Share Amount shallNotwithstanding the foregoing, subject to applicable withholding of taxes, be net to the seller in cashAcquisition Subsidiary may, without interest thereonthe consent of ARS, upon the terms and subject to the conditions of (A) extend the Offer. Subject to , if at the terms and conditions initial scheduled or extended expiration date of the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration any of the Offerconditions with respect to the Offer set forth in Section 9.1 shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date any period required by any rule, regulation, interpretation or position of commencement of the Offer, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares or the staff thereof applicable to the extent required by law Offer and (C) extend the Offer on one or more occasions for an aggregate period of not more than 5 business days beyond the latest expiration date that would otherwise be permitted under clauses (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90 percent of the outstanding ARS Shares. ServiceMaster will (and will cause Acquisition Subsidiary to) consummate the Merger as soon as practicable after the consummation of the Offer. (b) On the date of commencement of the Offer, ServiceMaster and Acquisition Subsidiary shall file with the SEC 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 and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). PHIServiceMaster and Acquisition Subsidiary agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, ACo as amended (the "Exchange Act"), and TPC the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the stockholders of ARS, 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 ServiceMaster or Acquisition Subsidiary with respect to information supplied by ARS or any of its affiliates or representatives specifically for inclusion or incorporation by reference in the Offer Documents. Each of ServiceMaster, Acquisition Subsidiary and ARS agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI ServiceMaster and ACo Acquisition Subsidiary further agree to take all steps reasonably 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 the stockholders of SharesARS, in each case as and to the extent required by applicable federal securities laws. TPC ARS and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the stockholders of ARS. PHI ServiceMaster and ACo will Acquisition Subsidiary agree to provide TPC ARS and its counsel with a copy of any written comments ServiceMaster, Acquisition Subsidiary or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will of such comments. (c) ServiceMaster shall provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned provided to Acquisition Subsidiary on a timely basis the funds necessary to accept for payment, and to pay for, any ARS Shares that Acquisition Subsidiary becomes obligated to accept for payment, and to pay for, pursuant to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)7.1, PHI shall cause ACo to commenceMerger Sub shall, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof(and, but in any event, no event later than five business days (5) Business Days after the public announcement later of ACo's intention to (x) the filing by Parent with the SEC of Parent’s Annual Report on Form 10-K for its 2009 fiscal year, or (y) the filing by the Company with the SEC of the Company’s Annual Report on Form 10-K for its 2009 fiscal year), commence (within the meaning of Rule 14d-2 promulgated under the Exchange Act) the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate Each share of up to 10 business days from the initial expiration date if requested Company Common Stock accepted by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for Shares tendered Merger Sub pursuant to the Offer shall be exchanged for the right to receive from Merger Sub, as the holder may elect: (i) such number of shares or a fraction of a share of Parent Common Stock equal to the quotient obtained by dividing (A) $17.65 by (B) the Average Trading Price (such quotient, rounded to the nearest thousandth, being the “Stock Consideration”); or (ii) $17.65 in cash without interest (the “Cash Consideration”), subject only to Section 1.1(c) through Section 1.1(f); provided, however, if Merger Sub has made the All-Cash Election, each share of Company Common Stock accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive from Merger Sub the Cash Consideration. The initial expiration date of the Offer shall be the twentieth Business Day (calculated as set forth in Rule 14d-1(g)(3) promulgated under the Exchange Act) following commencement of the Offer (the “Initial Expiration Date”). The date on which Merger Sub commences the Offer is referred to as the “Offer Commencement Date”. (b) The Offer shall be subject to the condition that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(b)) (the last of such dates being referred to herein as the “Final Expiration Date”) and not withdrawn a number of shares of Company Common Stock which, together with the shares of Company Common Stock then owned by Parent and Merger Sub (if any), represents at least a majority of the sum of (i) the condition (the "MINIMUM CONDITION") that at least the total number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority shares of the then Company Common Stock 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, whether or not vested or exercisable) shall have been validly tendered and not withdrawn immediately prior to the expiration of the Offer Final Expiration Date and (ii) the satisfaction total number of shares of Company Common Stock issuable upon the exercise or waiver conversion of all options, warrants, rights and convertible securities outstanding immediately prior to the Final Expiration Date (the “Minimum Condition” and such sum being the total shares of Company Common Stock on a “Fully Diluted Basis”) and to the other conditions set forth in ANNEX A. ACo Annex I hereto (together with the Minimum Condition, the “Offer Conditions”). The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in the Offer. Parent and Merger Sub expressly reserves reserve the right to change or waive any such condition, to increase the Per Share Amount, Offer Conditions and to make any other changes change in the terms and or conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) without the prior written consent of the Company, no change may be made which (A) decreases the Per Share Amountnumber of shares of Company Common Stock sought in the Offer, (B) reduces changes the maximum number form or amount of Shares consideration to be purchased in paid (provided that the Offermaking of the All-Cash Election by the Merger Sub shall not be deemed to be such a change), (C) imposes conditions to the Offer in addition to those set forth in ANNEX Athe Offer Conditions, (D) changes or waives the Minimum ConditionCondition or any of the conditions set forth in clauses (2), (3), or (4) of Annex I, (E) extends the Offer, expiration of the Offer (except as expressly provided aboveset forth in the following sentence), or (F) provides for a different Per Share Amount makes any other change to any of the terms and conditions to the Offer which is adverse in any material respect to the holders of Class A Common Stock than in respect shares of Class B Company Common Stock, or (G) waives or changes . Subject to the terms of the Offer in any manner adverse and this Agreement and the satisfaction (or waiver to the holders extent permitted by this Agreement) of Shares (other than PHI and its Subsidiaries). The Per Share Amount the Offer Conditions, Merger Sub shall, subject to applicable withholding and Parent shall cause it to, accept for payment all shares of taxes, be net Company Common Stock validly tendered and not withdrawn pursuant to the seller in cash, without interest thereon, upon Offer as soon as practicable after the terms and subject to the conditions of the Offer. Subject to the terms and conditions applicable expiration date of the Offer (including, without limitationas it may be extended in accordance with the requirements of this Section 1.1(b)) (the date on which shares of Company Common Stock are first accepted for payment under the Offer, the Minimum Condition)“Acceptance Date”) and shall pay for all such shares of Company Common Stock promptly after acceptance; provided, ACo however, that (I) Merger Sub may extend the Offer for successive extension periods not in excess of ten (10) Business Days per extension if, at the scheduled expiration date of the Offer or any extension thereof, any of the Offer Conditions shall accept for payment and paynot have been satisfied or waived, until such time as promptly as practicable after such conditions are satisfied or waived, (II) if requested by the Company on any one occasion prior to or at the scheduled expiration date of the Offer, Merger Sub shall extend the Offer for all Shares validly tendered and not withdrawn. a period of ten (10) Business Days in the event that any of the Offer Conditions, other than the condition in paragraph (b) As soon as in Annex I in circumstances involving (1) a willful breach of any of the Company’s covenants, obligations or agreements hereunder or (2) a breach that would not reasonably practicable on be expected to be cured by the scheduled expiration date of commencement of the Offer, ACo 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 as so extended pursuant to such request, shall not have been satisfied or waived at the other Transactions time of such request, (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE"III) and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, Merger Sub may extend the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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 if and to the extent required by the applicable federal securities laws. TPC rules and regulations of the SEC, NASDAQ or the NYSE, (IV) if Merger Sub makes the All-Cash Election, then Merger Sub may, in its counsel discretion (and without the consent of the Company or any other Person), extend the Offer until the date on which materials disclosing that Merger Sub has made the All-Cash Election are disseminated to the Company’s stockholders and for a period of ten (10) Business Days after such date, and (V) Merger Sub may extend the Offer on one occasion only for no more than ten (10) Business Days if all of the Offer Conditions have been satisfied or waived, but less than 90% of the total shares of Company Common Stock on a Fully Diluted Basis have been validly tendered and not properly withdrawn at the otherwise scheduled Final Expiration Date; provided, further, that no such extension beyond the Outside Date shall be given an opportunity made without the consent of the Company. (c) Subject to review Section 1.1(d) through Section 1.1(f), each holder of shares of Company Common Stock shall be entitled to elect to receive either (i) the Cash Consideration (a “Cash Election”) in respect of all shares of Company Common Stock held by such stockholder (each such share being a “Cash Election Share”), or (ii) Stock Consideration (a “Stock Election”) in respect of all shares of Company Common Stock held by such stockholder (each such share being a “Stock Election Share”). With respect to each share of Company Common Stock for which no Cash Election or Stock Election has been made, the holder thereof shall be deemed to have made a Stock Election (each such share being a “No Election Share”). Any Cash Election or Stock Election shall be made solely on a form furnished by Merger Sub for that purpose (the “Form of Election”), included as part of the letter of election and comment on transmittal included as part of the Offer Documents (the “Election and Transmittal Letter”), each in a form that is reasonably satisfactory to the Company. Holders of record who hold shares of Company Common Stock as nominees, trustees or in other representative capacities may submit multiple Forms of Election on behalf of their respective beneficial holders. (d) Notwithstanding any amendments thereto provision of this Agreement to the contrary and subject to Section 1.1(e) and Section 1.1(f): (i) If the product of (x) the total number of Cash Election Shares and (y) the Cash Consideration (such product being the “Elected Cash Consideration”) is greater than the product of fifty percent (50%) of the number of shares of Company Common Stock validly tendered and accepted for payment by Merger Sub pursuant to the Offer and the Cash Consideration (such product, subject to adjustment as provided in Section 1.1(d)(iv), being the “Available Cash Amount”), then: (A) each Stock Election Share and each No Election Share shall be converted into the right to receive the Stock Consideration; and (B) each Cash Election Share shall be converted into the right to receive: (1) an amount in cash equal to the quotient obtained by dividing (I) the Available Cash Amount by (II) the total number of Cash Election Shares (such quotient being the “Adjusted Cash Consideration”); and (2) the number of shares or a fraction of a share of Parent Common Stock equal to the quotient obtained by dividing (I) the amount equal to (a) the Cash Consideration minus (b) the Adjusted Cash Consideration by (II) the Average Trading Price. (ii) If the product of (x) the sum of the total number of Stock Election Shares and the total number of No Election Shares and (y) the Stock Consideration (such product being the “Elected Stock Consideration”) is greater than the product of fifty percent (50%) of the number of shares of Company Common Stock validly tendered and accepted for payment by Merger Sub pursuant to the Offer and the Stock Consideration (such product, subject to adjustment as provided in Section 1.1(d)(iv), being the “Available Stock Amount”), then: (A) each Cash Election Share shall be converted into the right to receive the Cash Consideration; and (B) each Stock Election Share and each No Election Share shall be converted into the right to receive: (1) the number of shares or a fraction of a share of Parent Common Stock equal to the quotient obtained by dividing (I) the Available Stock Amount by (II) the sum of the total number of Stock Election Shares and the total number of No Election Shares (such quotient being the “Adjusted Stock Consideration”); and (2) an amount in cash equal to the product of (I) an amount equal to (a) the Stock Consideration minus (b) the Adjusted Stock Consideration and (II) the Average Trading Price. (iii) If the Elected Cash Consideration equals the Available Cash Amount (and the Available Stock Amount as initially calculated is not adjusted pursuant to Section 1.1(d)(iv)), then: (A) each Cash Election Share shall be converted into the right to receive the Cash Consideration; and (B) each Stock Election Share and each No Election Share shall be converted into the right to receive the Stock Consideration. (iv) Notwithstanding any provision of this Agreement to the contrary, in no event shall the total number of shares of Parent Common Stock issuable pursuant to the Offer exceed the Stock Consideration Cap (as defined below in this Section 1.1(d)(iv)); and accordingly, if the Stock Consideration Cap is less than the Available Stock Amount as initially calculated pursuant to Section 1.1(d)(ii), then (A) the “Available Stock Amount” as so calculated shall be adjusted and instead shall be equal to the product of (I) 19.9% of the number of shares of Parent Common Stock outstanding immediately prior to the filing thereof with Acceptance Date and (II) the SEC. PHI quotient obtained by dividing (1) the total number of shares of Company Common Stock validly tendered and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect accepted for payment by Merger Sub pursuant to the Offer Documents promptly after Offer, by (2) the receipt thereof and will provide TPC and its counsel with a copy total number of any written responses and telephonic notification shares of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned to the registered holders Company Common Stock outstanding as of the Shares represented by Acceptance Date (such product also being the certificate or certificates surrendered to “Stock Consideration Cap”); and (B) the Paying Agent (as defined in Section 2.9).“

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)11.01, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days after 10 Business Days following the public announcement date of ACo's intention to this Agreement, Merger Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up subject only to 10 business days from the initial expiration conditions set forth in Annex I hereto (the “Offer Conditions”). The date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) on which Merger Subsidiary commences the Offer may be extended without such consent for up is referred to an aggregate of 30 days from as the initial expiration date until “Offer Commencement Date.” (b) Merger Subsidiary expressly reserves the expiration or termination right to waive any of the waiting period, if applicable, under Offer Conditions and to make any change in the HSR Act terms of or conditions to the Offer (other than the Minimum Condition (as defined in Section 3.5(bAnnex I), which is non-waivable and may not be amended or modified); provided that, without the prior written consent of the Company (provided that such consent has been approved by the Special Committee), Merger Subsidiary shall not: (i) decrease the Offer Price; (ii) change the form of consideration to be paid in the Offer; (iii) decrease the number of Shares subject to the Offer; (iv) extend or otherwise change the Expiration Time of the Offer except as provided herein; (v) impose conditions to the Offer other than the Offer Conditions; or (vi) otherwise amend, modify or supplement any of the terms or conditions of the Offer in a manner that adversely affects the holders of Shares. (c) Unless extended as provided in this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 business days (calculated as set forth in Rule 14d-1(g)(3) under the Exchange Act) after the Offer Commencement Date. Notwithstanding the foregoing, Merger Subsidiary shall, and Parent shall cause it to, extend the Offer (i) for one or more consecutive increments of not more than 10 Business Days from time to time if, at the then-scheduled expiration time of the Offer, any of the Offer Conditions shall not have been satisfied or waived; provided that Parent shall not be required to extend the Offer pursuant to this clause (i) beyond the earlier of (A) the End Date and (B) the date that is 10 Business Days after the date that all of the Offer Conditions (other than the Minimum Condition and those that by their nature are to be satisfied immediately prior to the Acceptance Time) have been satisfied and (ii) ACo may for any period required by (x) any applicable rule, regulation, interpretation or position of the SEC or the staff thereof or (y) the rules and regulations of NASDAQ or Applicable Law; and provided further that, without the Company’s prior written consent, Parent and Merger Subsidiary shall not extend the Offer, if, at Offer beyond the then-scheduled expiration time if an Adverse Recommendation Change has occurred (except for any extension pursuant to clause (ii)). The time when the Offer would otherwise expireexpires (taking into account any permitted or required extensions in accordance with this Section 2.01(c)) is referred to herein as the “Expiration Time.” Merger Subsidiary shall not, a 5 day cure period under clause (f) and Parent shall cause it not to, terminate or (g) withdraw the Offer prior to the then-scheduled Expiration Time of Annex A the Offer unless this Agreement is validly terminated in effectaccordance with its terms. In the event that this Agreement is terminated, to a date 5 days after Merger Subsidiary shall, and Parent shall cause it to, promptly, irrevocably and unconditionally terminate the end of such 5 day cure periodOffer. The obligation of ACo to accept for payment and pay for In the event that the Offer is terminated, Merger Subsidiary shall not acquire any Shares tendered pursuant to the Offer and shall be subject only cause any depositary acting on its behalf to (i) the condition (the "MINIMUM CONDITION") that at least the number of Shares thatreturn, when combined in accordance with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitationApplicable Law, all tendered Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn prior to the expiration of registered holders thereof. (d) Subject to the Offer terms and (ii) conditions set forth in this Agreement and to the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo expressly reserves the right to change or waive any such conditionOffer Conditions, to increase the Per Share AmountMerger Subsidiary shall, and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) no change may be made which (A) decreases the Per Share AmountParent shall cause it to, (Bi) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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), ACo shall accept for payment and paypayment, as promptly as practicable (and in any event within one Business Day) after expiration of the OfferExpiration Time, for all Shares validly tendered and not withdrawnwithdrawn pursuant to the Offer (the time at which Shares are first accepted for payment under the Offer, the “Acceptance Time”, and the date on which the Acceptance Time occurs, the “Offer Closing Date”), and (ii) promptly thereafter pay for such Shares. (be) As soon as reasonably practicable on the date of commencement of the OfferOffer Commencement Date, ACo Parent and Merger Subsidiary shall (i) file with the Securities SEC a Tender Offer Statement on Schedule TO with respect to the Offer (together with all amendments and Exchange Commission supplements thereto, and including all exhibits thereto, the “Schedule TO”) that shall include the summary term sheet required thereby and, as exhibits, the Offer to Purchase, a form of letter of transmittal and a summary advertisement (collectively, together with any amendments or supplements thereto, the "SEC"“Offer Documents”) and disseminate (ii) cause the Offer Documents to be disseminated to holders of Shares to the extent required by law a Tender Offer Statement on applicable U.S. federal securities laws. Parent and Merger Subsidiary shall use their reasonable best efforts to ensure that the Schedule 14D-1 (together with all TO, and any amendments and or supplements thereto, comply in all material respects with the "SCHEDULE 14D-1") with respect to rules and regulations promulgated by the Offer SEC under the Exchange Act. Each of Parent, Merger Subsidiary and the other Transactions (as defined below). 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"). PHI, ACo and TPC agree Company agrees promptly to correct promptly any information provided by any of them it or on its behalf for use in the Schedule TO and the Offer Documents which if and to the extent that such information shall have become (or shall have become known to be) false or misleading, misleading in any material respect. Parent and PHI and ACo further agree to take all steps necessary Merger Subsidiary shall use their reasonable best efforts 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 Shares, in each case as and to the extent required by applicable U.S. federal securities lawslaws or the rules and regulations of NASDAQ. TPC The Company shall furnish to Parent and Merger Subsidiary the information relating to the Company required by the Exchange Act to be set forth in the Schedule TO and the Offer Documents. The Company and its counsel shall be given an a reasonable opportunity to review and comment on the Offer Documents Schedule TO and any amendments thereto prior to the filing thereof Offer Document 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. PHI Parent and ACo will Merger Subsidiary shall provide TPC the Company and its counsel with a copy of (i) any written comments or telephonic notification of any oral comments PHI other communications, whether written or ACo 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 the Offer Documents promptly after receipt of those comments or other communications and (ii) reasonable opportunity to participate in the receipt thereof response of Parent and will Merger Subsidiary to those comments and to provide TPC comments on that response (to which reasonable and good faith consideration shall be given), including by using reasonable best efforts to give the Company the opportunity to participate with Parent and Merger Subsidiary and its counsel in any substantive discussions or meetings with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counselthe SEC. In The Company hereby consents to the event that inclusion in the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned to the registered holders Documents of the Shares represented by the certificate Company Board Recommendation as it may be amended or certificates surrendered to the Paying Agent (as defined modified, and until but not after it is withdrawn in accordance with Section 2.97.03(b).

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred which would result in accordance with Section 8.1 and none a failure to satisfy any of the events conditions set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)I hereto, PHI Parent shall cause ACo the Purchaser to commenceand the Purchaser shall, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly soon as reasonably practicable after the date hereof, but and in no any event not later than five (5) business days after the public announcement of ACoday on which the Purchaser's intention to make the Offer is announced commence (within the Offer. The Offer shall expire 20 business days after it is commencedmeaning of Rule 14d-2(a) of the Securities Exchange Act of 1934, shall be extended for an aggregate of up to 10 business days from as amended (the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i"Exchange Act")) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination all of the waiting period, if applicable, under outstanding Shares at the HSR Act (Per Share Amount. Subject to the Minimum Condition as defined in Section 3.5(b)) ANNEX I and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo I, the Purchaser shall consummate the Offer as soon as legally permissible. Purchaser expressly reserves the right to change or waive any such condition, condition or to increase the Per Share AmountAmount or, and subject to the provisions of this Section 1.1, to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) no change may . The Offer shall be made which by means of an offer to purchase (Athe "Offer to Purchase") decreases containing the Per Share AmountMinimum Condition, (B) reduces the maximum number of Shares to be purchased in the Offer, (C) imposes and no other conditions to the Offer in addition to except those set forth in ANNEX AI hereto, (D) changes and shall not be amended with respect to any provision thereof set forth in such Annex or waives the Minimum Condition, (E) extends with respect to a reduction in the price or change in the form of consideration to be paid in the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in or with respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 an extension of the Offer (includingexcept as provided in this Section 1.1) without the consent of the Company; provided, without limitationhowever, that Purchaser may extend the expiration date (x) in its sole discretion from time to time, if on the initial scheduled or any extended expiration date of the Offer the Minimum Condition)Condition has not been satisfied, ACo shall accept for payment and pay, as promptly as practicable after expiration or any of the Offerother conditions set forth in ANNEX I shall not have been satisfied or waived, for all Shares validly tendered and until such time as such conditions are satisfied or waived; provided, however, that unless agreed to by the Company, any extended expiration date pursuant to this clause (x) may not withdrawn. be later than ninety (b90) As soon as reasonably practicable on days from the date of commencement of the Offer, ACo shall file or one hundred twenty (120) days from such date if within such ninety (90) day period a tender offer for at least 20% of the outstanding Shares is commenced by any person who is not an affiliate (as defined under the rules promulgated pursuant to the Securities Act of 1933) of Parent or Purchaser (an "Intervening Tender Offer"), or (y) for a period not to exceed ten (10) business days, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, if, immediately prior to the expiration date of the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer, together with the Shares subject to the Option Agreements, without duplication, equal less than 90% of the outstanding Shares and Purchaser expressly irrevocably waives any condition (other than the Minimum Condition) that subsequently may not be satisfied during such extension of the Offer, or (z) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SECCommission") and disseminate to holders of Shares or the staff thereof applicable to the extent required by law a Offer. Without limiting the right of Purchaser to extend the Offer pursuant to the provisions of this Section 1.1, in the event that (i) the Minimum Condition shall not have been satisfied or (ii) the conditions set forth in ANNEX I shall not have been satisfied or waived at the scheduled or any extended expiration date of the Offer, at the request of the Company, the Purchaser shall, and Parent shall cause Purchaser to, extend the expiration date of the Offer in increments of five (5) business days each until the earliest to occur of (x) the satisfaction or waiver of the Minimum Condition or such other condition, (y) the termination of this Agreement in accordance with its terms, and (z) ninety (90) days from commencement of the Offer or one hundred twenty (120) days from such date in the event of an Intervening Tender Offer Statement on Schedule 14D-1 (together with unless extended by agreement of the parties). The Purchaser agrees to pay for all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect Shares tendered pursuant to the Offer and the other Transactions (as defined below). The Schedule 14D-1 shall contain or shall incorporate by reference an offer that it is obligated 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Subject to the provisions hereof and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)Merger Agreement, PHI shall cause ACo to commence, and ACo Key shall commence, within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the "Exchange Act"), the Offer at to purchase all outstanding Shares with each Share to receive the amount per Share specified in the recitals of this Agreement or such greater amount per share consideration to be paid pursuant to the Offer (terms of 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 ACo's intention Merger Agreement. The obligation to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for any Shares tendered pursuant to the Offer shall be subject only to (i) the condition conditions set forth herein (the "MINIMUM CONDITIONConditions") that at least and subject to the number rights of Shares that, when combined with Key to terminate the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority Agreement Regarding Tender Offer in the event of termination 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, whether or not vested or exercisable) 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. ACo Merger Agreement. Key expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the consent of AMVC, Key shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares subject to be purchased in the Offer, (Cii) imposes impose any other conditions to the Offer in addition other than the Conditions or modify the Conditions (other than to those set forth in ANNEX Awaive any Conditions to the extent permitted by this Agreement), (Diii) changes or waives except as provided in the Minimum Conditionnext sentence, (E) extends extend the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (Giv) waives change the form of consideration payable in the Offer. Notwithstanding the foregoing, Key may (i) extend the Offer, if at the scheduled or changes the terms extended expiration date of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 shall not be satisfied or waived, until such time as such conditions of are satisfied or waived, (ii) extend the Offer (includingfor any period required by any rule, without limitationregulation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration interpretation or position 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, ACo shall file with the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and disseminate (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to holders the right of Key or AMVC to terminate the Agreement Regarding Tender Offer pursuant to the terms hereof. Key agrees that if at any scheduled expiration date of the Offer, either of the conditions set forth in paragraphs 3(d) and 3(e) below shall not have been satisfied, but at such scheduled expiration date all the other conditions of Section 3 shall then be satisfied, at the request of AMVC (confirmed in writing), Key shall extend the Offer for a reasonable period to permit AMVC the right to cure such failure of condition subject to the right of Key or AMVC to terminate the Offer and the Merger Agreement pursuant to the terms hereof and thereof. Subject to the terms and conditions of the Offer, Key shall pay for all Shares validly tendered and not withdrawn pursuant to the Offer as soon as it is legally permitted to do so under applicable law and pay for such Shares promptly. Any obligations of Key under the terms of the Offer will not apply to any transactions subsequent to the purchase of Shares to tendered in the extent required by law Offer. (b) On the date of commencement of the Offer, Key shall file with the SEC a Tender Offer Statement tender offer statement on Schedule 14D-1 TO (together with all any supplements or amendments and supplements thereto, the "SCHEDULE 14D-1Schedule TO") with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule TO and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"), and Key shall cause to be disseminated the Offer Documents to holders of Shares as and to the extent required by applicable Federal securities laws. PHI, ACo Key and TPC agree AMVC each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI and ACo Key further agree agrees 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 Shares, in each case as and to the extent required by applicable federal Federal securities laws. TPC AMVC and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the shareholders of AMVC. PHI and ACo will Key agrees to provide TPC AMVC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo Key may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof of such comments and will provide TPC to cooperate with AMVC and its counsel with a copy of in responding to any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)such comments.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of Subject to the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals provisions of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") Agreement, as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the date of the public announcement by Parent and the Company of ACo's intention this Agreement, Sub shall, and Parent shall cause Sub to, amend the Existing Offer to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) reflect the Offer may be extended without Price and to make such consent for up other amendments as are necessary to an aggregate of 30 days from conform the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Existing Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure periodthis Agreement. The obligation of ACo Sub to, and of Parent to cause Sub to, amend the Offer and accept for payment payment, and pay for for, any 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo expressly reserves Exhibit A (the right to change or waive any such condition, to increase the Per Share Amount, "Offer Conditions") and to make any other changes in the terms and conditions of the Offer; PROVIDED, HOWEVER, that (notwithstanding Section 8.4) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 this Agreement, including the Offer Merger Option (includingas defined herein) (any of which may be waived in whole or in part by Sub in its sole discretion, without limitation, except that Sub shall not waive the Minimum ConditionCondition (as defined in Exhibit A) without the consent of the Company), ACo shall accept for payment and pay, as promptly as practicable after expiration . Sub expressly reserves the right to modify the terms of the Offer, for all except that, without the consent of the Company, Sub shall not (i) reduce the number of Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement of subject to the Offer, ACo (ii) reduce the Offer Price, (iii) impose any other conditions to the Offer other than the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer or (v) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Sub may, without the consent of the Company, (i) extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall file with not be satisfied or waived, until such time as such conditions are satisfied or waived, (ii) extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares or the staff thereof applicable to the extent required by law a Offer and (iii) extend the Offer for any reason on one or more occasions for an aggregate period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence, in each case subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Parent and Sub agree that if at any scheduled expiration date of the Offer, the Minimum Condition or the HSR Condition (as defined in Exhibit A) shall not have been satisfied and none of the conditions set forth in paragraphs (a), (b), (c), (d), (e), (f), (g) or (h) of Exhibit A shall exist, at therequest of the Company (confirmed in writing), Sub shall extend the Offer from time to time, subject to the right of Parent, Sub or the Company to terminate this Agreement pursuant to the terms hereof. Subject to the terms and conditions of the Offer and this Agreement, Sub shall, and Parent shall cause Sub to, accept for payment, and pay for, all Shares validly tendered and not withdrawn pursuant to the Offer that Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer. (b) On the date of amendment of the Existing Offer, Parent and Sub shall file with the SEC an amendment (the "14D-1 Amendment") to its Tender Offer Statement on Schedule 14D-1 dated as of October 3, 1997 (together with all amendments and supplements theretoas amended from time to time, the "SCHEDULE Schedule 14D-1") with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an such amendments and supplements to the offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement as Parent, in its reasonable judgment, shall deem necessary (such Schedule 14D-1 and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"), and Parent and Sub shall cause to be disseminated the Offer Documents to holders of Shares as and to the extent required by applicable Federal securities laws. PHIParent, ACo Sub and TPC agree the Company each agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI Parent and ACo Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal Federal securities laws. TPC The Company and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the stockholders of the Company. PHI Parent and ACo will Sub agree to provide TPC the Company and its counsel with a copy of any written comments Parent, Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof of such comments and will provide TPC to cooperate with the Company and its counsel with a copy of in responding to any written responses and telephonic notification of any oral response of PHI, ACo such comments. (c) Parent shall provide or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. (a) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)7.1 hereof, PHI shall cause ACo to commenceMerger Sub shall, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereofhereof (and shall use commercially reasonably efforts to, but in no event later than five business days within ten (10) Business Days after the public announcement date hereof), commence (within the meaning of ACo's intention to commence Rule 14d-2 under the Exchange Act) the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate Each share of up to 10 business days from the initial expiration date if requested Company Common Stock accepted by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay for Shares tendered Merger Sub pursuant to the Offer shall be exchanged for the right to receive that number of shares of Manpower Common Stock equal to $18.75 divided by the Average Trading Price (rounded to the fourth decimal place); provided, however, that if the number of shares so calculated (1) is greater than 0.4497, then such number shall be reduced to 0.4497 (the "Fixed Exchange Rate"), or (2) is less than 0.3680, then such number shall be increased to 0.3680; and provided, further, that if the Average Trading Price is less than $37.80, then Manpower shall have the option, but not the obligation, to issue an additional number of shares of Manpower Common Stock (the "Additional Shares") for each share of Company Common Stock such that the sum of (a) the product of the Fixed Exchange Rate and the Average Trading Price and (b) the product of the Additional Shares and the Average Trading Price shall equal $17.00 (such number of shares of Manpower Common Stock, as adjusted if applicable, and the number of Additional Shares are hereinafter collectively referred to as the "Exchange Rate"). If, prior to 12:00 noon New York time on the first trading day preceding the Appointment Time, Manpower has, by written notice to the Company, elected to exercise its option to issue the Additional Shares, then the Company shall not have the right to terminate this Agreement pursuant to Section 7.1.7. The initial expiration date of the Offer shall be the twentieth Business Day following commencement of the Offer. The obligations of Merger Sub to accept for exchange and exchange the number of shares of Manpower Common Stock for shares of Company Common Stock shall be subject only to (i) the condition (the "MINIMUM CONDITIONMinimum Condition") that there shall be validly tendered in accordance with the terms of the Offer and not withdrawn a number of shares of Company Common Stock (including shares of Company Common Stock tendered pursuant to the Tender and Voting Agreement) which, together with the shares of Company Common Stock then owned by Manpower and Merger Sub (if any), immediately prior to acceptance for exchange of shares of Company Common Stock pursuant to the Offer, represents at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then sum of (i) the total number of shares of Company Common Stock 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, whether or not vested or exercisable) shall have been validly tendered and not withdrawn immediately prior to the expiration of the Offer such acceptance, and (ii) a number of shares of Company Common Stock determined by Manpower up to a maximum of the satisfaction total number of shares of Company Common Stock issuable upon the exercise or waiver conversion of all options, warrants, rights and convertible securities outstanding on the date hereof (such sum of shares is hereinafter referred to as the "Diluted Share Amount"), and to the other conditions set forth in ANNEX A. ACo Annex I hereto. Manpower and Merger Sub expressly reserves reserve the right to change or waive any such condition, the conditions to increase the Per Share Amount, Offer and to make any other changes change in the terms and or conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) without the prior written consent of the Company, no change may be made which (A) decreases the Per Share Amountnumber of shares of Company Common Stock sought in the Offer, (B) reduces changes the maximum number form or amount of Shares consideration to be purchased in the Offerpaid, (C) imposes conditions to the Offer in addition to those set forth in ANNEX AAnnex I, (D) changes or waives the Minimum ConditionCondition or any of the conditions set forth in clauses (2), (3), (4), (5) or (6) of the first paragraph of Annex I, provided, that if the Company delivers to Manpower the Company's written consent to the waiver of clauses (5) and (6) of the first paragraph of Annex I, then Manpower and Merger Sub shall be deemed to have waived clauses (5) and (6) of the first paragraph of Annex I, (E) extends changes the Offer, expiration date of the Offer (except as expressly provided aboveset forth in the following two sentences), or (F) provides for a different Per Share Amount in respect makes any other change to any of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of and conditions to the Offer which is adverse in any manner adverse material respect to the holders of Shares (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding shares 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), ACo 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, ACo 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 defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).Company Common

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX Annex A hereto shall have occurred or and be existing (unless such event shall have been waived by ACo)continuing, PHI Purchaser shall, and Parent shall cause ACo to commencePurchaser to, and ACo shall commence, commence the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, hereof (but in no event later than five ten (10) business days after the public announcement date of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(bthis Agreement)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Purchaser to accept for payment and pay for Shares Securities tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITIONMinimum Condition") that at least the number of Shares that, when combined with the Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) there shall have been validly tendered and not withdrawn prior to the expiration of the Offer at least the number of shares of Company Common Stock, shares of Company Series A Preferred Stock and Warrants (determined as if shares of Company Series A Preferred Stock and Warrants have been converted into or exercised for shares of Company Common Stock) that, when added to Securities already owned by Parent, Purchaser and their subsidiaries, shall constitute two-thirds of the then outstanding shares of Company Common Stock on a Fully Diluted Basis and (ii) the satisfaction or waiver of each of the other conditions set forth in ANNEX A. ACo Annex A hereto. Purchaser expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) no change may be made which (A) decreases the Per Share Amount, (B) Amount or which reduces the maximum number of Shares Securities to be purchased in the Offer, (C) imposes Offer or which modifies in any manner adverse to the holders of Securities or adds conditions to the Offer in addition to those set forth in ANNEX AAnnex A hereto and that Purchaser shall not, (D) changes without the consent of the Company, waive or waives change the Minimum Condition, (E) extends change the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 scheduled expiration date of the Offer (includingexcept as provided in the next sentence) or change the form of consideration payable in the Offer. Notwithstanding the foregoing, Purchaser may, without limitationthe consent of the Company: (i) extend the Offer in increments of no more than five (5) business days each beyond the scheduled expiration date, which shall initially be 20 business days following the Minimum Condition)commencement of the Offer, ACo shall accept for payment and payif, as promptly as practicable after at the scheduled expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date of commencement any of the Offerconditions to Purchaser's obligation to accept Securities for payment shall not be satisfied or waived, ACo shall file with provided that the Securities and Exchange Commission Purchaser may not extend the Offer pursuant to this clause (i) for more than 10 business days in total if all of the "SEC"conditions set forth in Annex A hereto other than the Financing Condition have been satisfied or waived, (ii) and disseminate to holders of Shares to extend the extent Offer for any period required by law a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements theretoany rule, the "SCHEDULE 14D-1") with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 shall contain regulation 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).interpretation of

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 8.01 and none of the events set forth in ANNEX Annex A or Annex B hereto shall have occurred or be existing (unless such event shall have been waived by ACo)existing, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereofpracticable, but in no event later than five business days after following the public announcement of ACo's intention to the execution of this Agreement, Acquisition and the Company shall jointly commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up Upon the terms and subject to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration prior satisfaction or termination waiver of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend conditions of the Offer, if, at Acquisition and the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to Company shall accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) shall which have been validly tendered and not withdrawn prior to as soon as practicable after the expiration of the Offer and Offer. (iib) The obligations of Acquisition to accept for payment any Shares tendered shall be subject to the satisfaction or waiver of the other only those conditions set forth in ANNEX A. ACo expressly reserves Annex A hereto and the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in the terms and conditions obligation of the OfferCompany to accept for payment any Shares tendered shall be subject to the satisfaction of only those conditions set forth in Annex B hereto. (c) Subject to the requirements of applicable law, Acquisition may waive the conditions set forth in Annex A in its sole discretion; PROVIDED, HOWEVER, that without the prior written consent of the Company, Acquisition will not (notwithstanding Section 8.4i) no change may be made which (A) decreases decrease the Per Share Amount, (B) reduces Amount or the maximum number of Shares to be purchased sought in the Purchaser Offer, (Cii) imposes change the form of consideration to be paid in the Purchaser Offer, (iii) amend or waive the Minimum Condition (as defined Annex A hereto) or impose any additional conditions to on the Purchaser Offer in addition to those other than the conditions set forth in ANNEX Annex A, (Div) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms amend any other term of the Purchaser Offer in any manner adverse to the holders of Shares or (v) extend the expiration date of the Purchaser Offer beyond April 30, 2000. (d) Subject to the requirements of applicable law, the Company may waive the conditions set forth in Annex B in its sole discretion; PROVIDED, HOWEVER, that without prior written consent of Acquisition, the Company will not (i) decrease the Per Share Amount or the number of Shares sought in the Company Offer, (ii) change the form of consideration to be paid in the Company Offer, (iii) amend or waive the Minimum Condition or impose any additional conditions on the Company Offer other than the conditions set forth in Annex B, (iv) amend any other term of the Company Offer in any manner adverse to Acquisition or (v) extend the expiration date of the Company Offer beyond April 30, 2000. (e) Notwithstanding the foregoing, but subject in all events to Section 8.01, Acquisition may, without the consent of the Company, extend the Purchaser Offer at any time, and from time to time (and at the direction of Acquisition, the Company shall accordingly extend the Company Offer), (i) if at the then scheduled expiration date of the Offer any of the conditions to the obligations of Acquisition and the Company to accept Shares for payment (other than PHI the Minimum Condition, as to which Acquisition may extend the Purchaser Offer up to 10 business days) shall not have been satisfied or waived, until such time as such conditions are satisfied or waived; or (ii) for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or its Subsidiariesstaff applicable to the Offer. (f) Notwithstanding the foregoing, Acquisition may, without the consent of the Company (and at the direction of Acquisition and provided that the representation set forth in Section 5.05 shall remain true and correct, the Company shall). The , increase the Per Share Amount shall, subject to applicable withholding of taxes, be net and extend the Offer to the seller extent required by applicable law 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), ACo shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawnconnection with any such increase. (bg) As soon as reasonably practicable on following the date of commencement of the Offer, ACo the Company shall commence a tender offer and consent solicitation for all of its outstanding 11.75% Senior Subordinated Notes due 2005 and 11.75% Series C Senior Subordinated Notes due 2005 (the "Debt Tender Offer"). The Debt Tender Offer shall be made by means of an offer to purchase and consent solicitation on the terms set forth in Annex C to this Agreement. (h) As soon as practicable on the date the Offer is commenced, with respect to the Offer (i) the parties hereto, together with such other persons as shall be required to be included as parties to such filing, 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 TO (together with all any amendments and supplements thereto and including the exhibits thereto, the "SCHEDULE 14D-1Schedule TO") with respect to the Offer and the other Transactions (as defined below). The Schedule 14D-1 TO shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms a form of the related letter of transmittal and any other documents related summary advertisement to the Offer (the Schedule 14D-1TO, the Offer offer to Purchase purchase and such other documents, together with all any amendments and supplements and amendments thereto, being are collectively referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). PHIThe Offer Documents shall comply in all material respects with the provisions of applicable federal securities laws and, ACo on the date filed with the SEC and TPC agree on the date first published, sent or given to correct promptly the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company or Acquisition with respect to information provided supplied by any of them the other party in writing for use inclusion in the Offer Documents which Documents. Each of the parties hereto shall have become false or misleading, and PHI and ACo 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 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. TPC Each of the parties hereto shall promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information shall have become false or misleading in any material respect, and shall take all steps necessary to cause the Offer Documents, as so corrected, to be filed with the SEC and to be disseminated to the Company's stockholders, in each case as and to the extent required by applicable federal securities laws. Each of the parties hereto and its counsel shall be given an a reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof before they are filed with the SEC. PHI and ACo will In addition, each of the parties hereto shall provide TPC to the other party and its counsel with a copy of in writing any written comments or telephonic notification of any oral comments PHI other communications that such party or ACo its counsel may receive from time to time from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo such comments or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)other communications.

The Offer. (a) Not later than the first business day after the date of this Agreement, Acquiror, Acquisition Subsidiary and Xxxxx will make a public announcement of the Offer. (b) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 7.1 and none of the events set forth in ANNEX Annex A hereto shall have occurred or be existing (unless such event existing, Acquisition Subsidiary shall have been waived by ACo)commence, PHI and Acquiror shall cause ACo Acquisition Subsidiary to commence, and ACo shall commencewithin the meaning of Rule 14d-2 under the Exchange Act, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five ten (10) business days after the initial public announcement of ACo's Acquisition Subsidiary’s intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall which announcement will be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCmade on November 16, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period2007. The obligation of ACo Acquisition Subsidiary to accept for payment and pay for Xxxxx Shares tendered pursuant to the Offer shall be subject only to (i) the satisfaction of the conditions set forth in Annex A hereto, including the condition (the "MINIMUM CONDITION") that at least the a number of Xxxxx Shares that, when combined with the representing that number of Xxxxx Shares already owned by Parent and its wholly owned Subsidiaries, constitute a majority which would equal more than fifty percent (50%) of the Xxxxx Shares then issued and outstanding Shares on a fully 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, whether or not vested or exercisable) shall have been validly tendered and not withdrawn in accordance with the terms of the Offer, prior to the expiration date of the Offer Offer, and not withdrawn (ii) the satisfaction or waiver of the other conditions set forth in ANNEX A. ACo “Minimum Condition”). Acquisition Subsidiary expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, Amount and to make any other changes in the terms and conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that that, without the prior written consent of Xxxxx, Acquisition Subsidiary will not (notwithstanding Section 8.4i) no change may be made which (A) decreases decrease the Per Share Amount, (Bii) reduces reduce the maximum number of Xxxxx Shares to be purchased in the Offer, (Ciii) imposes change the form of the consideration payable in the Offer, (iv) add to, modify or supplement the conditions to the Offer in addition to those set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class Annex A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer hereto in any manner adverse to the holders of Shares Xxxxx Shares, (v) extend the expiration date of the Offer beyond the twenty (20) business days following the commencement thereof, except as expressly provided herein, or (vi) make any other than PHI and its Subsidiaries)change in the terms or conditions of the Offer which is adverse to the holders of Xxxxx Shares. The Per Share Amount shall, subject to any applicable withholding of taxes, be net to the each 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 (includingOffer, without limitationAcquisition Subsidiary shall, the Minimum Condition)and Acquiror shall cause Acquisition Subsidiary to, ACo shall accept for payment and pay, as promptly as practicable after expiration of the Offer, for all Xxxxx Shares validly tendered and not withdrawnwithdrawn (the “Acceptance Time”). (bc) As soon as reasonably practicable on On the date of commencement of the Offer, ACo Acquiror and Acquisition Subsidiary 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 TO, including all exhibits thereto (together with all amendments and supplements thereto, the "SCHEDULE 14D-1") “Schedule TO”), with respect to the Offer and the other Transactions (as defined below)Offer. The Schedule 14D-1 TO shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE"“Offer to Purchase”) and the forms of the related letter letters of transmittal and any related summary advertisement (the Schedule 14D-1TO, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"“Offer Documents”). PHIThe Offer Documents will comply in all material respects with the provisions of applicable federal securities laws and, ACo on the date filed with the SEC and TPC agree on the date first published, sent or given to Xxxxx’x 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 in complying with the foregoing commitments, Acquiror and Acquisition Subsidiary may rely on the accuracy of any information provided in writing by Xxxxx for inclusion or Agreement and Plan of Merger incorporation by reference into the Offer Documents. Xxxxx, Acquiror and Acquisition Subsidiary shall correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleadingmisleading in any material respect, and PHI Acquiror and ACo further agree to Acquisition Subsidiary shall take all steps necessary to cause the Schedule 14D-1 TO, as so corrected corrected, to be filed with the SEC and the other Offer Documents Documents, as so corrected corrected, to be disseminated to holders of Xxxxx Shares, in each case as and to the extent required by applicable federal securities lawsLaw. TPC Xxxxx and its counsel shall be given an the reasonable opportunity to review and comment on the Offer Documents and any amendments thereto prior to the filing thereof with the SEC. PHI Acquiror and ACo will Acquisition Subsidiary shall provide TPC Xxxxx and its counsel with a copy of of, and shall consult with Xxxxx regarding any written comments or telephonic notification of any oral comments PHI comments, and shall consult with Xxxxx before responding to any written comments, in each case that Acquiror or ACo Acquisition Subsidiary may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counselthereof. In the event that Acquiror or Acquisition Subsidiary receives any comments from the SEC or its staff with respect to the Offer Documents, each shall use its commercially reasonable efforts to (i) respond promptly to such comments and (ii) take all other actions necessary to resolve the issues raised therein. (d) Subject to the terms and conditions hereof, the Offer shall remain open until midnight, Eastern Time, on the date that is twenty (20) business days after the Offer is terminated commenced (within the meaning of Rule 14d-2 under the Exchange Act); provided, however, that without the prior written consent of Xxxxx, Acquisition Subsidiary may (i) extend the Offer, if at the scheduled expiration date of the Offer any of the conditions set forth in Annex A shall not have been satisfied or withdrawn waived, for one (1) or more periods of not more than ten (10) business days each, until such time as such conditions are satisfied or waived, not to exceed thirty (30) business days in the aggregate, (ii) extend the Offer for one (1) or more periods if required by ACoany rule, PHI and ACo shall cause all tendered Shares to be returned regulation, interpretation or position of the SEC or the staff thereof applicable to the registered holders Offer, not more than the period or periods required by such rule, regulation, interpretation or position, or (iii) extend the Offer for one (1) or more periods for an aggregate period of not more than twenty (20) business days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence if, on such expiration date, there shall not have been tendered that number of Xxxxx Shares which would equal more than ninety percent (90%) of the issued and outstanding Xxxxx Shares represented by on a fully-diluted basis; provided, however, that if Acquisition Subsidiary shall extend the certificate or certificates surrendered Offer pursuant to this clause (iii), Acquisition Subsidiary shall waive during such extension all conditions set forth in Annex A other than the Minimum Condition and the conditions set forth in paragraphs (a), (b) and (d) in Annex A. Notwithstanding the foregoing, Acquiror and Acquisition Subsidiary may, without the consent of Xxxxx, extend the offer in accordance with Rule 14d-11 of the Exchange Act. In addition, the Per Share Amount may be increased and the Offer may be extended to the Paying Agent extent required by Law in connection with such increase, in each case without the consent of Xxxxx. If on the initial scheduled expiration date of the Offer or any extension thereof, any applicable waiting period under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended (as defined the “HSR Act”), any applicable Law of Germany regulating competition, merger control or exchange controls or any other applicable foreign Laws regulating competition, antitrust, investment or exchange controls has not expired or terminated, Acquisition Subsidiary shall, if requested to do so by Xxxxx, extend the expiration date of the Offer for up to ten (10) business days. In addition, Acquiror and Acquisition Subsidiary each agree that if any of the conditions set forth in Section 2.9)paragraphs (a) or (b) of Annex A are not satisfied, including the satisfaction of the Minimum Condition, on any expiration date of the Offer, then Acquisition Subsidiary shall, and Acquiror shall, if requested to do so by Xxxxx, cause Acquisition Subsidiary to, extend the Offer one time for a period of up to ten (10) business days.

The Offer. (a1) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.1 and none the satisfaction or waiver of the events conditions set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo)Annex A, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the date of the public announcement by Parent and the Company of ACo's intention to this Agreement, Sub shall, and Parent shall cause Sub to, commence the Offer. The initial scheduled expiration date for the Offer shall expire 20 business days after it is commencedbe January 5, 1999. Sub shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC obligated to, and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPCParent shall cause Sub to, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment payment, and pay for as promptly as practicable after the expiration of the Offer all Shares validly tendered pursuant to the Offer shall be and not withdrawn 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Exhibit A (the "Offer Conditions") (any of which may be waived in whole or in part by Sub in its sole discretion, provided that, without the consent of the Company, Sub shall not waive the Minimum Condition (as defined in Exhibit A)) and to the terms and conditions of this Agreement. Sub expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDED, HOWEVERexcept that, that without the consent of the Company, Sub shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares subject to be purchased in the Offer, (Cii) imposes conditions reduce the Offer Price, (iii) add to the Offer in addition to those set forth in ANNEX AConditions, (Div) changes or waives except as provided in the Minimum Conditionnext sentence, (E) extends extend the Offer, except as expressly provided above, (Fv) provides for a different Per Share Amount change the form of consideration payable in respect of Class A Common Stock than in respect of Class B Common Stock, the Offer or (Gvi) waives or changes the terms amend any other term of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries)the Shares. The Per Share Amount shallNotwithstanding the foregoing, subject to applicable withholding of taxes, be net to the seller in cashSub may, without interest thereon, upon the terms and subject to the conditions consent of the Company, (A) extend the Offer. Subject to , if at the terms and conditions initial scheduled or extended expiration date of the Offer (including, without limitation, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration any of the OfferOffer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived, (B) extend the Offer for all Shares validly tendered and not withdrawn. (b) As soon as reasonably practicable on the date any period required by any rule, regulation, interpretation or position of commencement of the Offer, ACo shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares or the staff thereof applicable to the extent required by law Offer and (C) extend the Offer on one or more occasions for an aggregate period of not more than 10 business days beyond the latest expiration date that would otherwise be permitted under clauses (A) or (B) of this sentence, if on such expiration date there shall not have been tendered at least 90% of the outstanding Shares. (2) On the date of commencement of the Offer, Parent and Sub shall file with the SEC 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 and the other Transactions (as defined below). The Schedule 14D-1 Offer, which shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms of the a related letter of transmittal and any related summary advertisement (such Schedule 14D-1 and the Schedule 14D-1, documents included therein pursuant to which the Offer to Purchase and such other documentswill be made, together with all any supplements and or amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTSOffer Documents"). PHIParent and Sub agree that the Offer Documents shall comply as to form in all material respects with the Securities Exchange Act of 1934, ACo as amended (the "Exchange Act"), and TPC the rules and regulations promulgated thereunder and the Offer Documents, on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation or warranty is made by Parent or Sub with respect to information supplied by the Company or any of its stockholders specifically for inclusion or incorporation by reference in the Offer Documents. Each of Parent, Sub and the Company agree promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that such information shall have become false or misleadingmisleading in any material respect, and PHI Parent and ACo Sub further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Sharesthe Company's stockholders, in each case as and to the extent required by applicable federal securities laws. TPC The Company and its counsel shall be given an reasonable opportunity to review and comment on upon the Offer Documents and any amendments thereto prior to the their filing thereof with the SECSEC or dissemination to the stockholders of the Company. PHI Parent and ACo will Sub agree to provide TPC the Company and its counsel with a copy of any written comments Parent, Sub or telephonic notification of any oral comments PHI or ACo their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will of such comments. (3) Parent shall provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo shall cause all tendered Shares to be returned provided to Sub on a timely basis the funds necessary to accept for payment, and pay for, any Shares that Sub becomes obligated to accept for payment, and pay for, pursuant to the registered holders of the Shares represented by the certificate or certificates surrendered to the Paying Agent (as defined in Section 2.9)Offer.

The Offer. Provided that (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 Article VI hereof, (b) the Share Tender Agreements shall have been executed simultaneously with this Agreement and (c) the Board of Directors has taken action to eliminate any requirement that the Salary Continuation Agreements Trust be fully funded for all current benefit obligations upon a change of control of the Company, and so long as none of the events set forth in ANNEX Annex A hereto (the "Tender Offer Conditions") shall have occurred or be existing (unless such event shall have been waived by ACo)and are continuing, PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereofpracticable, but in no event later than five the fifth business days day after the public announcement of ACo's intention to the execution of this Agreement, Sub shall commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate obligations of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Sub to accept for payment and promptly to pay for Shares any shares of Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition (the "MINIMUM CONDITION") that at least the number Tender Offer Conditions, any of Shares that, when combined with the Shares already owned which may be waived by Parent and its wholly owned SubsidiariesSub; PROVIDED, constitute a majority HOWEVER, that, without the consent of the then outstanding Shares on a fully diluted basis (includingCompany, without limitation, all Shares issuable upon Sub shall not waive the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) condition that there shall have been validly tendered and not validly withdrawn prior to the expiration of the Offer and (ii) the satisfaction or waiver a number of shares of Common Stock which represent at least 70% of the other conditions set forth total voting power of all shares of capital stock of the Company outstanding on a fully diluted basis (the "Minimum Condition"). The Tender Offer Conditions are for the sole benefit of Parent and Sub and may be asserted by Parent and Sub regardless of the circumstances giving rise to any such Tender Offer Condition and, subject to the preceding sentence, may be waived by Parent and Sub in ANNEX A. ACo whole or in part. Sub expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer, including, without limitation, except as provided below, to extend the Offer beyond any scheduled expiration date; PROVIDED, HOWEVER, that without the consent of the Company, Sub shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number of Shares shares of Common Stock to be purchased in the Offer, (Cii) imposes conditions reduce the Offer Price, (iii) modify or add to the Offer in addition to those conditions set forth in ANNEX A, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class Annex A Common Stock than in respect of Class B Common Stock, or (Giv) waives or changes change the terms form of the Offer consideration payable in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 Notwithstanding the terms and conditions foregoing, the Offer may not be extended beyond any scheduled expiration date unless any of the Tender Offer Conditions shall not have been satisfied; PROVIDED, HOWEVER, (including, without limitationi) even if the Tender Offer Conditions have not been satisfied, the Minimum Condition), ACo shall accept for payment and pay, as promptly as practicable after expiration Offer may not be extended beyond the three month anniversary 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, ACo shall file with Offer and (ii) if 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 Conditions have been satisfied, then the Offer may be extended for an additional five business days so long as at the time of such extension, all amendments and supplements thereto, the "SCHEDULE 14D-1") with respect conditions to Sub's obligations to purchase shares of Common Stock pursuant to the Offer and the other Transactions (as defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)are irrevocably waived.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 its terms and none of the events set forth in ANNEX A Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing existing, no later than two (unless such event 2) business days after the public announcement of the terms of this Agreement, the Purchaser shall have been waived by ACo)commence the Offer, PHI shall cause ACo to commencein accordance with the requirements of Regulations 14D and 14E promulgated under the Exchange Act, and ACo shall commenceany applicable State securities laws, to purchase all of the issued and outstanding Common Shares for the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant Price net to the seller thereof in cash, provided, however, that the Purchaser shall use its best efforts to commence the Offer (the "PER SHARE AMOUNT") as promptly soon as reasonably practicable after the date hereofpublic announcement of the terms of this Agreement, but in no event later than five two business days after such public announcement. The Offer shall expire and terminate on the twentieth (20th) business day from the commencement of the Offer (the "Expiration Date"); provided, however, that the Purchaser shall have the right to extend the Expiration Date up to ten (10) additional business days in order to satisfy any of the conditions set forth in Annex I hereto other than the Offer Financing Condition, provided that the failure of such conditions to be satisfied is not due to a breach of this Agreement by Parent or Purchaser. Provided that this Agreement shall not have been terminated in accordance with its terms and none of the events set forth in Paragraphs (a) through (f) of Annex I hereto shall have occurred or be existing, no later than (2) two business days after the public announcement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo expressly reserves the right to change or waive any such 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 8.4) 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, (D) changes or waives the Minimum Condition, (E) extends the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, or (G) waives or changes the terms of the Offer in any manner adverse to the holders of Shares (other than PHI and its Subsidiaries). 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 limitationthis Agreement, the Minimum Condition), ACo 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, ACo Purchaser shall file with the Securities and Exchange Commission (the "SEC") and disseminate to holders of Shares to the extent required by law a Purchaser's Tender Offer Statement on Schedule 14D-1 (together with all any supplements or amendments and supplements thereto, the "SCHEDULE 14D-1Offer Documents"), which shall contain (as an exhibit) 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, 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 other Transactions conditions that are agreed to by the parties hereto and no others and that the Purchaser shall use its best efforts to file the Tender Offer Statement on Schedule 14D-1 as soon as practicable, but in no event later than two business days after such public announcement. 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 of the condition set forth in Annex I hereto. Without the prior written consent of the COMPANY, the Purchaser shall not decrease the price per Common Share or change the form of consideration payable in the Offer, decrease the number of Common Shares sought to be purchased in the Offer, change the conditions set forth in Annex I, waive the Minimum Condition (as defined belowin 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 that the Purchaser expressly reserves the right to waive any condition to the Offer (other than the Minimum Condition) without the consent of the COMPANY. The Schedule 14D-1 shall contain or shall incorporate by reference an offer Subject to purchase the terms of the Offer and this Agreement and the satisfaction of all 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 "OFFER TO PURCHASE") and forms time 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, purchase being referred to herein collectively as the "OFFER DOCUMENTSOffer Purchase Closing"). PHIPurchaser shall make reasonable provision for the payment of Offer proceeds to be made by wire transfer of immediately available funds to any person tendering Common Shares representing more than 1% of the COMPANY's outstanding Common Shares. Subject to Section 8.01, ACo 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 will extend the Offer from time to time, in each case, for the shortest time period that it reasonably believes is necessary for 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 TPC agree 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. (b) The Offer Document will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by Parent or the Purchaser with respect to information supplied by the Company in writing for inclusion in the Offer Documents. Each of Parent and the Purchaser, on the one hand, and the Company, on the other hand, agrees promptly to correct promptly any information provided by any of them it for use in the Offer Documents which if and to the extent that it shall have become false or misleading, misleading in any material respect and PHI and ACo the Purchaser 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 laws. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.1 and none of the events set forth in ANNEX A shall have occurred or be existing (unless such event shall have been waived by ACo), PHI shall cause ACo to commence, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (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 ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, shall be extended for an aggregate of up to 10 business days from the initial expiration date if requested by TPC and may be extended by ACo for an aggregate of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in Section 3.5(b)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo Merger Sub sidiary to, and Buyer to cause Merger Subsidiary to, commence the Offer and accept for payment payment, and pay for for, any and all 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 wholly owned Subsidiaries, constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights, whether or not vested or exercisable) 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. ACo Annex I hereto and to the terms and conditions of this Agreement; provided, however, that Merger Subsidiary shall not, without the Company's written consent, waive the Minimum Condition (as defined in Annex I hereto). Merger Subsid iary expressly reserves the right to change or waive any such condition, to increase the Per Share Amount, and to make any other changes in modify the terms and conditions of the Offer; PROVIDEDprovided that, HOWEVERwithout the Company's written consent, that Merger Subsidiary shall not (notwithstanding Section 8.4i) no change may be made which (A) decreases reduce the Per Share Amount, (B) reduces the maximum number num ber of Shares which Merger Subsidiary is offering to be purchased purchase in the Offer, (Cii) imposes conditions reduce the Offer Price, (iii) modify or add to the Offer in addition to those conditions set forth in ANNEX AAnnex I hereto, (Div) changes or waives change the Minimum Condition, (E) extends form of consideration payable in the Offer, except as expressly provided above, (F) provides for a different Per Share Amount in respect of Class A Common Stock than in respect of Class B Common Stock, Offer or (Gv) waives otherwise amend or changes the terms of modify the Offer in any manner adverse to the holders of the Shares. Not withstanding the foregoing, if on any scheduled expira tion date the number of Shares that have been physically tendered and not withdrawn are more than 50% of the Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than PHI and its Subsidiariesthe Minimum Condition) shall first have been satisfied, so long as Merger Subsidiary irrevocably waives the satisfaction of any condition set forth in Annex A which relates to the occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). The Per Share Amount shallFurther, subject to applicable withholding of taxes, be net Merger Subsidiary may extend the Offer beyond any scheduled expiration date up to the seller Outside Termination Date (as defined in cash, without interest thereon, upon Section 10.1) if at the terms and subject to the conditions initial expiration date of the Offer, or any extension thereof, the conditions in clauses (a) and (b) to Annex I hereto are not satisfied or waived. Subject to the terms and conditions of the Offer (includingOffer, without limitationMerger Subsidiary shall, the Minimum Condition)and Buyer shall cause Merger Subsidiary to, ACo 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, ACo 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 defined below). 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"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and PHI and ACo 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. TPC 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. PHI and ACo will provide TPC and its counsel with a copy of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with a copy of any written responses and telephonic notification of any oral response of PHI, ACo or their counsel. In the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9).

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 8.1 hereof, and (ii) none of the events set forth in ANNEX A Annex I hereto shall have occurred or be existing (unless such event shall have been waived by ACo)existing, PHI shall cause ACo to commenceMerger Sub shall, and ACo shall commence, the Offer at the amount per Share specified in the recitals of this Agreement or such greater amount per share paid pursuant to the Offer (the "PER SHARE AMOUNT") as promptly as reasonably practicable after the date hereof, but in no event later than five December 4, 2001, commence the Offer. Each Share accepted by Merger Sub pursuant to the Offer shall be exchanged for the right to receive that number of fully paid and nonassessable shares of Parent Common Stock equal to the Exchange Ratio, plus the right to receive cash in lieu of fractional Shares, if any. For purposes of this Agreement, the term "EXCHANGE RATIO" shall mean the quotient obtained by dividing the Company Stock Value by the Average Parent Post-Signing Trading Price; provided that, if the quotient obtained by dividing the Company Stock Value by the Average Parent Post-Signing Trading Price is greater than the quotient obtained by dividing the Company Stock Value by the Adjusted Average Parent Pre-Signing Trading Price, then the term "EXCHANGE RATIO" shall mean the quotient obtained by dividing the Company Stock Value by the Adjusted Average Parent Pre-Signing Trading Price. The initial expiration date of the Offer shall be the twentieth business days after the public announcement day following commencement of ACo's intention to commence the Offer. The Offer shall expire 20 business days after it is commenced, be subject to (A) the condition that there shall be extended for an aggregate validly tendered in accordance with the terms of up the Offer prior to 10 business days from the initial expiration date if requested by TPC and of the Offer (as it may be extended by ACo for an aggregate in accordance with the requirements of up to 20 business days from the initial expiration date (but not more than 20 business days therefrom) without the written consent of TPC, except that (i) the Offer may be extended without such consent for up to an aggregate of 30 days from the initial expiration date until the expiration or termination of the waiting period, if applicable, under the HSR Act (as defined in this Section 3.5(b1.1(a)) and (ii) ACo may extend the Offer, if, at the time the Offer would otherwise expire, not withdrawn a 5 day cure period under clause (f) or (g) of Annex A is in effect, to a date 5 days after the end of such 5 day cure period. The obligation of ACo to accept for payment and pay 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 thatwhich, when combined together with the Shares already then owned by Parent and its wholly owned SubsidiariesMerger Sub (if any), constitute represents a number equal to at least the sum of (x) a majority of the then outstanding total number of Shares on a fully diluted basis and (including, without limitation, all Shares y) the total number of shares of Company Common Stock issuable upon the conversion of any convertible securities or upon the exercise of any optionsCompany Options, warrants or rights, whether or not vested or exercisable) shall have been validly tendered and not withdrawn each as outstanding immediately prior A-1 to the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)) (the condition referred to in this sentence being referred to as the "MINIMUM CONDITION"); for the avoidance of doubt, it being understood that Shares tendered into the Offer pursuant to a Notice of Guaranteed Delivery shall be counted in the computation of the Minimum Condition only to the extent the stock certificates for such Shares are actually delivered to the Exchange Agent (or, if the Shares are delivered to the Exchange Agent via book-entry, credited to the Exchange Agent's account with The Depository Trust Company) prior to computing the Minimum Condition at the expiration of the Offer (as it may be extended in accordance with the requirements of this Section 1.1(a)), and (iiB) the satisfaction or waiver each of the other conditions set forth in ANNEX A. ACo Annex I hereto. Parent and Merger Sub expressly reserves reserve the right to change waive one or waive any such condition, more conditions to increase the Per Share Amount, Offer and to make any other changes change in the terms and or conditions of the Offer; PROVIDEDprovided, HOWEVERhowever, that (notwithstanding Section 8.4) without the prior written consent of the Company, no change may be made which (Ai) decreases the Per Share Amount, (B) reduces the maximum number of Shares to be purchased sought in the Offer, (Cii) changes the form or amount of consideration to be paid, (iii) imposes conditions to the Offer in addition to those set forth in ANNEX AAnnex I, (Div) changes or waives the Minimum ConditionCondition or any of the conditions set forth in Annex I in any manner which is adverse to the holders of Shares, (Ev) extends the Offer, Offer (except as expressly provided above, (F) provides for a different Per Share Amount set forth in respect of Class A Common Stock than in respect of Class B Common Stockthe following two sentences), or (Gvi) waives or changes makes any other change to any of the terms and conditions to the Offer which is adverse to the holders of Shares. Subject to the terms of the Offer in any manner adverse and this Agreement and the satisfaction (or waiver by Parent to the holders extent permitted by this Agreement) of Shares (other than PHI and its Subsidiaries). The Per Share Amount shall, subject to applicable withholding of taxes, be net the conditions set forth in Annex I to the seller in cashOffer, 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), ACo Merger Sub 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, ACo 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 withdrawn pursuant to the Offer and as soon as practicable after the other Transactions applicable expiration date of the Offer (as defined belowit may be extended in accordance with the requirements of this Section 1.1(a). The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "OFFER TO PURCHASE") and forms shall pay for all such Shares promptly after acceptance; provided, however, that (A) Merger Sub shall extend the Offer for successive extension periods (up to the Termination Date) not in excess of ten business days per extension period if, at the scheduled expiration date of the related letter Offer or any extension thereof, any of transmittal and any related summary advertisement (the Schedule 14D-1, conditions to the Offer to Purchase shall not have been satisfied or waived, until such time as such conditions are satisfied or waived, and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "OFFER DOCUMENTS"). PHI, ACo and TPC agree to correct promptly any information provided by any of them for use in (B) Merger Sub may extend the Offer Documents which shall have become false or misleading, and PHI and ACo 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 if and to the extent required by the applicable federal securities laws. TPC rules 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. PHI and ACo will provide TPC and its counsel with a copy regulations of any written comments or telephonic notification of any oral comments PHI or ACo may receive from the SEC or its staff with respect to NASD. In addition, Merger Sub may extend the Offer Documents promptly after the receipt thereof and will provide TPC and its counsel with acceptance of Shares thereunder for a copy further period of any written responses and telephonic notification time by means of any oral response of PHI, ACo or their counsel. In a subsequent offering period under Rule 14d-11 promulgated under the event that the Offer is terminated or withdrawn by ACo, PHI and ACo 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 in Section 2.9)Exchange Act.