Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

The Offer. (a) Provided The Offeror shall, subject to the terms and conditions of this Agreement, make an offer (the “Offer”) to purchase all of the outstanding Caza Shares (including any Caza Shares that this Agreement are issued after the date of the Offer and prior to the Expiry Time on the exercise or surrender of Caza Options or Caza Warrants), on the basis of 0.16 of an Offeror Share for each Caza Share. The Offer shall not have been terminated be made in accordance with Section 7.01 this Agreement, Securities Laws and none of the events set forth in Annex C hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A heretoLaw, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C heretoSchedule A hereto and such other conditions as mutually agreed to by the parties in writing. The Company term “Offer” shall not waive any such condition or make any changes in the terms and conditions of include the Offer without the consent of the Holders; providedas it may be amended, however, the Company may waive varied or extended in accordance with this Agreement. The Offeror and Caza shall cooperate in making on a timely basis any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature filings with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent including amendments thereafter as required by law Securities Laws or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation DateLaws. The Offer shall be conducted prepared in the English language. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted by applicable law. The Offeror shall provide Caza, its counsel and its financial advisors with a manner that will make it exempt from registration under Section 3(a)(9) draft copy of the Securities Act Offer Documents prior to their finalization and mailing for their review and comment. Notwithstanding the foregoing, the Offer may provide that the Offer is only being made in jurisdictions where permitted and that the Offeror Shares shall only be distributed to holders of 1933Caza Shares outside of Canada if such shares can be distributed in compliance with applicable securities laws of such jurisdiction and provided such distribution does not require the filing of any prospectus, as amended (registration statement or similar document by the "Securities Act")Offeror, result in the imposition of any reporting obligations on the Offeror in such jurisdiction or result in any material cost to the Offeror. No fractional Offeror Shares will be issued. Any holder of Caza Shares that would otherwise be entitled to a fractional Offeror Share will be entitled to receive the nearest whole number of Caza Shares. In calculating such fractional interest, all Caza Shares held by a registered holder shall be aggregated.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article IX and that none of the events set forth in Annex C Paragraph (2) of Exhibit A hereto shall exist or have occurred and be continuing, as Purchaser shall, and Parent shall cause Purchaser to, promptly as practicable, (but in no event later than 15 business days, after five days following the date hereof) file with the SEC amended Offer Documents to reflect the terms of this Agreement (as so amended, including any amendments thereto, the Company “Amended Offer Documents”). The Amended Offer Documents shall commence (within include the meaning of applicable rules under Offer to purchase all outstanding Shares at the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all Offer Price. The expiration date of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid Offer pursuant to the Offer, Amended Offer Documents shall be no sooner than the "Per Note Amount"). Subject to tenth Business Day following (and including the Company's and day of) the Holders' right of termination set forth in Section 7.01, the obligation initial filing of the Company Amended Offer Documents with the SEC. The obligations of Purchaser to, and of Parent to consummate the Offer and to cause Purchaser to, accept for exchange Old Notes payment and pay for any Shares tendered pursuant to the Offer shall be subject to only those conditions set forth in Annex A (the “Offer Conditions”). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Annex A), (D) add to the conditions set forth on Annex A, (E) modify the conditions set forth on Annex A in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer a manner adverse to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offerholders of Shares, and the Offer may be extended by the Company (1F) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to extend the expiration of the Offer except as required or permitted by Section 2.1(a)(ii) or (iii), or (G) make any condition to other change in the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction terms or waiver of the conditions of the Offer and subject which is adverse to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) holders of the Securities Act of 1933, as amended (the "Securities Act")Shares.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall and this Agreement not have having been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuingArticle 10 hereof, as promptly as practicable, ---------- practicable but in no any event later than 15 within five business days, days after the date hereof, the Company Merger Sub shall commence (commence, within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended 1934 (such Act the "Exchange Act") and the rules and regulations ------------ promulgated thereunder being referred thereunder, an offer to herein as the "Exchange Act")) and will in good faith pursue an exchange offer purchase (the "Offer") to acquire all all, and in any event ----- not less than a majority on a fully diluted basis, of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of Common Stock at a price of $14.75 per share of Common Stock, net to the Company's Series A Convertible Preferred Stock having the designations set forth seller in Annex B hereto (the "New Preferred Stock")cash, per $1,000 of principal amount of Old Note without interest (such amount, price or any greater amount per Old Notes higher price paid pursuant to the Offer, the "Per Note AmountOffer Consideration"). Subject to Notwithstanding the Company's foregoing, if between ------------------- the date of this Agreement and the Holders' right closing of termination set forth in Section 7.01the Offer the outstanding shares of Common Stock shall have been changed into a different number of shares or a different class by reason of any stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares, the Offer Consideration shall be correspondingly adjusted on a per-share basis to reflect such stock dividend, subdivision, reclassification, recapitalization, split, combination or exchange of shares. The obligation of the Company Purchaser and Merger Sub to consummate commence the Offer and to accept for exchange Old Notes payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in Exhibit A hereto and to the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer this Agreement. --------- Subject to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offerprovisions of this Agreement, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) expire 20 business days after the board date of directors of the Company (the "Board of Directors") determines there its commencement, unless this Agreement is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend terminated in accordance with Article 10, in which case the Offer pursuant to clause (2whether or not previously ---------- extended in accordance with the terms hereof) at the request shall expire on such date of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")termination.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 8.1 and none subject to the satisfaction of the events conditions set forth in Annex C A hereto shall have occurred and be continuing(the "Offer Conditions"), Purchaser shall, as promptly soon as practicable, but in no event later than 15 business days, reasonably practicable after the date hereof (and in any event within five business days from the date of public announcement of the execution hereof), the Company shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all purchase for cash up to 80,916,766 of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto Common Stock, par value $1.00 per share (the "New Preferred Company Common Stock"), per $1,000 of principal amount of Old Note the Company and the associated Preferred Stock Purchase Rights (such amount, or any greater amount per Old Notes paid the "Rights") issued pursuant to the OfferRights Agreement, dated as of April 24, 1997, between the Company and First Chicago Trust Company of New York (the "Per Note AmountRights Agreement"). Subject ) at a price of $37.125 per share of Company Common Stock, net to the Company's and the Holders' right of termination set forth seller in Section 7.01, the cash. The obligation of the Company to consummate the Offer and Purchaser to accept for exchange Old Notes payment shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth satisfaction 6 2 or waiver by Purchaser of the Offer Conditions. Purchaser expressly reserves the right, in Annex C hereto. The Company shall not its sole discretion, to waive any such condition or (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer without the consent of the HoldersOffer; providedprovided that, however, unless previously approved by the Company in writing, no change may waive any condition be made which changes the Minimum Condition or amend decreases the price per share of Company Common Stock payable in the Offer, changes the form of consideration payable in the Offer, increases or reduces the maximum number (80,916,766 Shares) of shares of Company Common Stock to be purchased in the Offer (the "Maximum Offer Number"), amends the Offer Conditions or imposes conditions to the Offer in addition to the Offer Conditions, or makes other changes to the terms or conditions to the Offer that are adverse to the holders of Company Common Stock. Purchaser covenants and agrees that, subject to the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offerthis Agreement, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date including but not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition limited to the Offer Conditions, it will accept for payment and pay for shares of Company Common Stock as soon as it is permitted to do so under applicable law. The Offer shall not initially be satisfied scheduled to expire 20 business days following the commencement thereof, provided that, unless this Agreement has been terminated pursuant to Section 8.1 and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis subject to believe that such condition could be satisfied within such period; provided further that the Company Section 1.1(b), Purchaser shall extend the Offer pursuant from time to clause (2) time in the event that, at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions then-scheduled expiration date, all of the Offer Conditions have not been satisfied or waived as permitted pursuant to this Agreement, each such extension not to exceed (unless otherwise consented to in writing by the Company) the lesser of 10 additional business days or such fewer number of days that Purchaser reasonably believes are necessary to cause the Offer Conditions to be satisfied. It is agreed that the Offer Conditions are for the benefit of Purchaser and subject may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (except for any action or inaction by Purchaser or Parent constituting a breach of this Agreement). Except as provided in Section 1.1(b) or 1.1(d), Purchaser shall not terminate the foregoing right to extend the Offer, the Offer without purchasing shares of Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered Common Stock pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Offer.

The Offer. (a) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article 7 hereof and none of the events set forth in Annex C I hereto (the “Tender Offer Conditions”) shall have occurred and be continuingoccurred, as promptly as practicable, but in no event later than 15 business days, after Parent shall cause the date hereof, the Company shall Purchaser to (A) commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and including the rules and regulations promulgated thereunder being referred to herein as thereunder, the "“Exchange Act"”)) as promptly as reasonably practicable, but in any event within seven business days following the date of this Agreement, an offer to purchase all outstanding Shares at the Offer Price, (B) after affording the Company a reasonable opportunity to review and will in good faith pursue an exchange offer comment thereon, file a Tender Offer Statement on Schedule TO (the "Offer"“Schedule TO”) to acquire and all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature other necessary documents with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC"”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) or the staff thereof applicable and (C) use commercially reasonable efforts to consummate the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes terms and conditions thereof. Each of Parent and the New Preferred StockPurchaser, rounded down on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the nearest whole dollar extent that it shall have become false or misleading in any material respect, and whole share, respectivelythe Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in exchange each case as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for Old Notes payment, and pay for, any Shares tendered pursuant to the Offer as soon as practicable after will be subject only to the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) satisfaction of the Securities Act of 1933, as amended (the "Securities Act")Tender Offer Conditions.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing8.01, as promptly as practicable, but practicable and in no any event later than 15 business days, after within one Business Day following the date hereofhereof (or such later date as the parties may mutually agree in writing), Merger Sub (i) shall amend the Company Offer to reflect the execution of this Agreement, (ii) shall commence file an amendment to its Schedule TO, which amendment shall include an amended offer to purchase, form of transmittal letter, form of notice of guaranteed delivery and all other necessary documents and exhibits with the Securities and Exchange Commission (within the meaning “SEC”) and make all deliveries, filings, publications, mailings and telephonic notices required to be made in connection with the Offer under the Federal securities laws, including Regulations 14D and 14E of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and including the rules and regulations promulgated thereunder being referred to herein as thereunder, the "“Exchange Act")”) (such documents filed or required to be filed with the SEC and such other filings, deliveries, mailings and notices, collectively and together with any amendments, exhibits or supplements thereto, the “Offer Documents”) and (iii) shall use its reasonable best efforts to consummate the Offer. Parent will in good faith pursue an exchange offer (the "Offer") cause Merger Sub to acquire all of the issued accept for payment and outstanding Old Notes in exchange pay for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 any shares of the Company's Series A Convertible Preferred Company Common Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid tendered pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company condition that there shall be validly tendered and not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately withdrawn prior to the expiration of the Offer any condition such number of shares of Company Common Stock that, when added to the Offer shall not be satisfied and (y) the board shares of directors Company Common Stock already owned by Parent or any of its Subsidiaries, would constitute at least a majority of the shares of Company (Common Stock outstanding determined on a Fully Diluted Basis on the "Board date of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions expiration of the Offer (the “Minimum Condition”) and subject to the foregoing right to extend other conditions set forth in Annex I hereto (together with the OfferMinimum Condition, collectively, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the “Tender Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act"Conditions”).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 9.01 and none of the events set forth in Annex C A hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 five (5) business days, days after the date hereof, of exercise by the Company of the Tender Option (as defined in Section 10.01(d)), Parent shall cause Sub to, and Sub shall, commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange , a tender offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange shares of Company Common Stock, together with the associated Company Rights, for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), 26.00 per $1,000 of principal amount of Old Note share (such amount, or any greater amount per Old Notes share paid pursuant to the Offer, the "Per Note Share Amount"). Subject ) net to the Company's and the Holders' right of termination set forth seller in Section 7.01, the cash. The obligation of the Company Sub to consummate the Offer once it is commenced and to accept for exchange Old Notes payment and to pay for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C A hereto. The Company shall not Sub expressly reserves the right to waive any such condition (other than the Minimum Condition (as defined in Annex A hereto) or the condition relating to the expiration of the HSR Act), to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer. Notwithstanding the foregoing, no change may be made which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Company Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the Offer without in addition to those set forth in Annex A hereto, (v) extends the consent expiration date of the HoldersOffer or (vi) otherwise alters or amends any term of the Offer in any manner adverse to the holders of shares of Company Common Stock; provided, however, that subject to the Company may waive any condition or amend the terms and conditions right of the Offer parties to the extent such waiver or amendment relates terminate this Agreement pursuant to matters ministerial or administrative in nature with respect to the OfferSection 9.01, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer, Offer and (2) to any date for one or more periods of not exceeding the 75th day more than five (5) business days each, but in no event for more than a total of twenty (20) business days if, following the date on which satisfaction or waiver of each of the conditions set forth in Annex A hereto, less than 90% of the Company Common Stock has been validly tendered and not properly withdrawn pursuant to the Offer; provided, that, the closing of the Offer shall occur on or before December 24, 1996 if all conditions set forth in Annex A hereto have been satisfied or waived prior to such date. Parent and Sub agree that, in the event Sub is commenced (unable to consummate the "Final Expiration Date") if (x) immediately Offer on or prior to the expiration date of the Offer due to the failure of any condition set forth in Annex A hereto to be satisfied, Parent shall cause Sub to, and Sub shall extend the Offer until the earlier of (i) February 28, 1997 or (ii) such time as such condition is satisfied or waived; provided, that, the Sub shall be permitted but shall not be satisfied and obligated to extend the Offer if either (x) the Company is in breach in any material respect of its covenants, agreements, representations or warranties contained in this Agreement (without reference to any materiality qualifications contained herein) or (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe likelihood that such condition could one or more of the conditions set forth in Annex A hereto cannot be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Dateon or before February 28, 1997. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Sub shall pay for shares of Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes Common Stock tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")expiration date thereof.

The Offer. (a) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article 7 hereof and none of the events set forth in Annex C I hereto (the “Tender Offer Conditions”) shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 business days, after the date hereofoccurred, the Company Purchaser shall (A) commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and including the rules and regulations promulgated thereunder being referred to herein as thereunder, the "“Exchange Act"”)) as promptly as practicable, an offer to purchase all outstanding Shares at the Offer Price, (B) in cooperation with Parent and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of after affording the Company a reasonable opportunity to consummate the review and comment thereon, file a Tender Offer Statement on Schedule TO and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms a Transaction Statement on Schedule 13E-3 and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature all other necessary documents with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC"”), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the “Offer Documents”) or the staff thereof applicable and (C) use reasonable efforts to consummate the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes terms and conditions thereof. Each of Parent and the New Preferred StockPurchaser, rounded down on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the nearest whole dollar extent that it shall have become false or misleading in any material respect, and whole share, respectivelyeach of Parent and the Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in exchange each case as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for Old Notes payment or pay for any Shares tendered pursuant to the Offer as soon as practicable after will be subject only to the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) satisfaction of the Securities Act of 1933, as amended (the "Securities Act")Tender Offer Conditions.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 9.01 and none nothing shall have occurred that would result in a failure to satisfy any of the events conditions set forth in Annex C hereto shall have occurred and be continuingA hereto, as promptly as practicable, but in no event not later than 15 five business days, days after the date hereofpublic announcement of the execution of this Agreement, the Company Parent shall cause Sub to, and Sub shall, commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange a cash tender offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange shares of Company Common Stock for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), 11.00 per $1,000 of principal amount of Old Note share (such amount, or any greater amount per Old Notes share paid pursuant to the Offer, the "Per Note Share Amount"). Subject , net to the Company's seller in cash, subject to any amounts required to be withheld under applicable federal, state, local or foreign tax laws and the Holders' right of termination set forth in Section 7.01, the regulations. The obligation of the Company Sub to consummate the Offer and to accept for exchange Old Notes payment and to pay for shares of Company Common Stock tendered pursuant to the Offer shall be subject only to (i) the condition that there shall have been validly tendered and not withdrawn, in accordance with the terms of the Offer and prior to the expiration date of the Offer, a number of shares of Company Common Stock that represents (together with any shares of Common Stock purchased by Sub under the Stock Option Agreement) at least a majority of the shares of Company Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and (ii) the other conditions set forth in Annex C heretoA hereto (together with the Minimum Condition, the "Offer Conditions"). The Company shall not Sub expressly reserves the right to waive the Minimum Condition or any such condition or of the other Offer Conditions and to make any other changes in the terms and conditions of the Offer (other than extending the Offer except as expressly provided below in this Section 1.01(a)); provided, however, that, without the prior written consent of the Company, no change may be made which (i) decreases the Per Share Amount or the number of shares of Company Common Stock sought in the Offer, (ii) changes the form of consideration to be paid in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex A hereto, (iv) amends any Offer Condition, (v) except as provided below, extends the Offer or (vi) is materially adverse to the holders of shares of Company Common Stock. Notwithstanding anything to the contrary in this Agreement, (i) Sub may, in its sole discretion and without the consent of the Holders; providedCompany, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to (A) extend the Offer, and at any time up to the Outside Termination Date, for one or more periods of not more than ten business days each, if, at the then scheduled expiration date of the Offer, any Offer Condition has not been satisfied; (B) extend the Offer may be extended by at any time (but on not more than one occasion) for a period of not more than 10 business days, if at that time the number of shares of Company Common Stock duly tendered pursuant to the Offer and not subsequently withdrawn represents less than 90% of the shares of Company Common Stock then outstanding; or (1C) extend the Offer for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, Offer and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date"ii) if (x) immediately prior to the at any scheduled expiration date of the Offer any condition to Offer Condition has not been satisfied or waived by Sub, at the Offer shall not be satisfied and (y) the board of directors written request of the Company (delivered no later than the "Board scheduled expiration date of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company Offer, Sub shall, and shall continue to, extend the Offer pursuant from time to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction time for one or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").more

The Offer. (a) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article 7 hereof and none of the events set forth in Annex C I hereto (the "Tender Offer Conditions") shall have occurred and be continuingoccurred, as promptly as practicable, but in no event later than 15 business days, after Parent shall cause the date hereof, the Company shall Purchaser to (A) commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and including the rules and regulations promulgated thereunder being referred to herein as thereunder, the "Exchange Act")) as promptly as practicable (and will in good faith pursue an exchange offer (any event within five business days after the "Offer") to acquire all date of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"this Agreement), per $1,000 of principal amount of Old Note an offer to purchase all outstanding Shares at the Offer Price, (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of B) after affording the Company a reasonable opportunity to consummate the review and comment thereon, file a Tender Offer Statement on Schedule TO and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature all other necessary documents with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer (collectively, together with any amendments or supplements thereto, the "Offer Documents") or the staff thereof applicable and (C) use reasonable efforts to consummate the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes terms and conditions thereof. Each of Parent and the New Preferred StockPurchaser, rounded down on the one hand, and the Company, on the other hand, agrees promptly to correct any information provided by it for use in the Offer Documents if and to the nearest whole dollar extent that it shall have become false or misleading in any material respect, and whole share, respectivelythe Purchaser further agrees to take all steps necessary to cause the Offer Documents as so corrected to be filed with the SEC and to be disseminated to stockholders of the Company, in exchange each case as and to the extent required by applicable federal securities laws. The obligation of the Purchaser to accept for Old Notes payment or pay for any Shares tendered pursuant to the Offer as soon as practicable after will be subject only to the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) satisfaction of the Securities Act of 1933, as amended (the "Securities Act")Tender Offer Conditions.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 9.01 and none of the events set forth in Annex C A hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 eight business days, after the date hereof, the Company Parent shall cause Sub to, and Sub shall, commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange a tender offer (the "Offer") to acquire purchase all of the issued and outstanding Old Notes in exchange shares of Class A Common Stock for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), 5.20 per $1,000 of principal amount of Old Note share (such amount, or any greater amount per Old Notes share paid pursuant to the Offer, the "Per Note Share Amount"). Subject ) net to the Company's and the Holders' right of termination set forth seller in Section 7.01, the cash. The obligation of the Company Sub to consummate the Offer and to accept for exchange Old Notes payment and to pay for any shares of Class A Common Stock tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C A hereto. The Company shall not Sub expressly reserves the right to waive any such condition or condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer. Notwithstanding the foregoing, no change may be made which (i) decreases the Per Share Amount, (ii) changes the form of consideration to be paid in the Offer, (iii) reduces the number of shares of Class A Common Stock sought to be purchased in the Offer, (iv) imposes conditions to the Offer without in addition to those set forth in Annex A hereto, (v) extends the consent expiration date of the HoldersOffer (which shall initially be the minimum period that the Offer must remain open under the applicable rules and regulations of the Securities and Exchange Commission (the "SEC")) or (vi) otherwise alters or amends any term of the Offer in any manner adverse to the holders of shares of Class A Common Stock; provided, however, that (subject to the Company may waive any condition or amend the terms and conditions right of the Offer parties to the extent such waiver or amendment relates to matters ministerial or administrative terminate this Agreement in nature accordance with respect to the Offer, and Section 9.01) the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer, and (2) on one or more occasions (each such extension period not to any exceed 10 business days at one time) if at the then scheduled expiration date not exceeding the 75th day following the date on which of the Offer any of the conditions to Sub's obligations to accept for payment and pay for Class A Common Stock set forth in Annex A hereto shall not be satisfied or waived, (3) on one or more occasions for an aggregate period of not more than 10 business days if the Minimum Condition (as defined in Annex A hereto) has been satisfied but less than 90% of the then outstanding shares of Class A Common Stock have been validly tendered and not properly withdrawn, and (4) to provide for a subsequent offering period in accordance with Rule 14d-11 under the Exchange Act. Parent and Sub agree that, in the event Sub is commenced (unable to consummate the "Final Expiration Date") if (x) immediately Offer on or prior to the expiration date of the Offer any condition due to the Offer shall not failure of any conditions set forth in Annex A hereto to be satisfied and (y) satisfied, but subject to the board of directors right of the Company (parties to terminate this Agreement in accordance with Section 9.01 and to the "Board right of Directors") determines there is a reasonable basis Parent to believe that such condition could be satisfied within such period; provided further that exercise the Company Merger Trigger, Parent shall cause Sub to, and Sub shall, extend the Offer pursuant to clause until the earlier of (2i) at the request of the Holders to a date not later than the Final Expiration DateJuly 31, 2000 or (ii) such time as each such condition has been satisfied or waived. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company Sub shall issue the New Notes pay for any and the New Preferred Stock, rounded down to the nearest whole dollar all shares of Class A Common Stock validly tendered and whole share, respectively, in exchange for Old Notes tendered not withdrawn pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")termination thereof.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of Subject to the events conditions set forth in Annex C hereto shall have occurred and be continuingExhibit 1, Merger Sub shall, as promptly as practicable, but practicable and in no event later than 15 business days, ten (10) Business Days after the date hereof, the Company shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange a tender offer to purchase all of the outstanding shares of common stock, par value $0.0001 per share of the Company (the "OfferShares") at a price of $0.20 per Share in cash, net to acquire all the seller but subject to any required withholding of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 Taxes (the "New Notes"as required by Section 4.2(g)) to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offertender offer and price, the "Per Note AmountOffer" and the "Offer Price," respectively). Subject The obligations of Merger Sub to, and of Parent to the Company's and the Holders' right of termination set forth in Section 7.01cause Merger Sub to, the obligation of the Company to consummate commence the Offer and to accept for exchange Old Notes payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject only to the conditions set forth in Annex C heretoExhibit 1. The Company shall not waive any such condition or make any changes in the terms and conditions initial expiration date of the Offer shall be midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) (the initial "Expiration Date" and any expiration time and date established pursuant to an extension of the Offer as so extended in accordance with this Agreement, also an "Expiration Date"). Merger Sub expressly reserves the right (i) if the Minimum Tender Condition (as defined in Exhibit 1) has not been satisfied or if a Change of Recommendation has been made, to increase the Offer Price and (ii) to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (u) reduce the number of Shares subject to the Offer, (v) reduce the Offer Price, (w) modify or amend the Minimum Tender Condition, (x) add to the conditions set forth in Exhibit 1 or modify or amend any condition set forth in Exhibit 1 in any manner adverse to the holders of Shares or which would reasonably be expected to, individually or in the aggregate, prevent or materially delay the consummation of the Offer by Parent or Merger Sub, (y) except as otherwise provided in this Section 1.1(a), extend the Offer or (z) change the form of consideration payable in the Offer. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Holders; providedCompany, however(A) extend the Offer for one or more consecutive increments of not more than ten Business Days each, the Company may waive if at any condition or amend the terms and conditions otherwise scheduled Expiration Date of the Offer any of the conditions to the extent such waiver Merger Sub's obligation to purchase Shares are not satisfied or amendment relates to matters ministerial or administrative in nature with respect to the Offerwaived, and (B) extend the Offer may be extended by for the Company (1) for any minimum period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the OfferOffer or (C) make available a "subsequent offering period" in accordance with Exchange Act Rule 14d-11. In addition, and (2) to if at any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final otherwise scheduled Expiration Date") if (x) immediately prior to the expiration Date of the Offer any condition to the Offer is not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not more than ten Business Days each until the earlier of the termination of this Agreement in accordance with its terms and the date that is the thirtieth (30th) Business Day after the commencement of the Offer (the initial "Outside Date," provided that Parent may, in its sole discretion, extend the Outside Date by providing written notice to the Company, provided further that Parent may not extend such date beyond May 30, 2008, also an "Outside Date"). In addition, Merger Sub shall, if requested by the Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be satisfied required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly, own more than 90% of the outstanding Shares. On the terms and subject to the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares 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 expiration of the Offer, and, in any event, in compliance with Rule 14e-1 under the Exchange Act (ythe date of acceptance and payment for Shares validly tendered and not withdrawn pursuant to the Offer, the "Purchase Date"). Without the prior written consent of the Company (which it may withhold in its sole discretion), Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any Shares in the Offer if, as a result, Merger Sub would acquire 50% or less of the aggregate number of Shares outstanding at the time of the expiration of the Offer. For purposes of this Agreement, the term "Business Day" shall have the meaning assigned to such term in Rule 14d-1(g)(3) under the Exchange Act. On the date of commencement of the Offer, Parent and Merger Sub shall file with the SEC, pursuant to and in accordance with Rule 14d-3 and Regulation M-A under the Exchange Act , a Tender Offer Statement on Schedule TO with respect to the Offer, which shall contain an offer to purchase the Shares and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "Offer Documents") and shall cause the Offer Documents to be disseminated to holders of Shares as and to the extent required by the applicable federal securities Laws and the rules and regulations of the SEC thereunder (collectively, the "Securities Laws"). The Offer Documents shall comply in all material respects with the Securities Laws. Each of Parent, Merger Sub and the Company agrees to use all reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents or the Offer and to promptly correct any information provided by it for use in the Offer Documents if and to the extent that such information is or shall become false or misleading in any material respect or as otherwise required by the Securities Laws. Parent and Merger Sub shall take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents, as so amended or supplemented, to be filed with the SEC and to be disseminated to the holders of Shares, in each case as and to the extent required by the Securities Laws. Parent and Merger Sub shall deliver copies of the proposed form of the Offer Documents to the Company, and the Company and its counsel shall be given an opportunity to review and comment on the Offer Documents (including any amendments or supplements thereto), in each case, within a reasonable time before they are filed with the SEC or disseminated to the holders of Shares. Parent and Merger Sub shall provide the Company and its counsel with copies of any written comments, and shall inform them of any oral comments, that Parent, Merger Sub or their counsel receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall give the Company a reasonable opportunity to review and comment on any written or oral responses to such comments. Parent and Merger Sub agree to use all reasonable best efforts to respond promptly to any comments of the SEC or its staff with respect to the Offer Documents. In connection with the Offer, Parent shall at its expense engage an information agent of national reputation reasonably acceptable to the Company. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the board of directors of the Company (the "Board of DirectorsCompany Board") determines there is a reasonable basis to believe that described in Section 5.1(c)(ii), as such condition could recommendations may be satisfied within amended and until such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectivelyrecommendations may be withdrawn, in exchange for Old Notes tendered pursuant to the Offer each case as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")permitted by this Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article VII and none of the events or conditions set forth in Annex C hereto A (other than clause (e) of Annex A) shall have occurred and be continuing, as promptly as practicable, but existing and shall not have been waived in no event later than 15 business days, after writing by Parent or Merger Sub (the date hereofconditions set forth in Annex A, the Company "Tender Offer Conditions"), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of applicable rules Rule 14d-2 under the U.S. Securities Exchange Act of 1934, as amended (such Act and the together with its rules and regulations promulgated thereunder being referred to herein as regulations, the "Exchange Act")) the Offer, as promptly as reasonably practicable after the date of this Agreement and will in good faith pursue an exchange offer (any event within 15 Business Days after the "Offer") to acquire all date of this Agreement. Without the prior written consent of the issued Company, Merger Sub shall not (i) decrease the Offer Price or change the form of consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought to be purchased in the Offer, (iii) impose conditions to the Offer in addition to the Tender Offer Conditions or amend any condition in a manner that is adverse to the holders of Company Common Stock, (iv) waive or amend the Minimum Condition (v) extend the Expiration Date (as defined below) except as required or permitted by this Section 1.1, or (vi) make any other change to the terms of the Offer in a manner that is materially adverse to the holders of Company Common Stock; provided that Merger Sub expressly reserves the right to increase the Offer Price and outstanding Old Notes to waive any of the Tender Offer Conditions other than the Minimum Condition. The Company agrees that no shares of Company Common Stock held by the Company or any of its Subsidiaries will be tendered in exchange the Offer except for $367.96271 principal amount Company Common Stock held in respect of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Supplemental Retirement Savings Plan.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall and this Agreement not have having been terminated, if the Thermalloy Agreement is terminated in accordance with Section 7.01 and none prior to the Company's consummation of the events set forth in Annex C hereto shall have occurred and be continuingtransactions contemplated thereby, as promptly as practicablethen Merger Sub may, but in no event later than 15 business days, after the date hereof, upon written notice to the Company (the "Purchaser Notice"), and shall commence if the Company so requests in writing (the "Company Request") (and the Purchaser shall cause Merger Sub to), commence, within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act amended, and the rules and regulations promulgated thereunder being referred to herein as (the "Exchange Act"), as promptly as practicable but in no event later than five business days after giving the Purchaser Notice or receiving the Company Request, an offer to purchase all of the outstanding shares of Common Stock at a price (the "Offer Consideration") and will of $24.50 per share of Common Stock net to the seller in good faith pursue an exchange offer cash (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination conditions set forth in Section 7.01EXHIBIT A, the obligation of the Company to consummate Merger Sub shall not withdraw the Offer and shall purchase all Common Stock duly tendered and not withdrawn. The obligation of Merger Sub to, and of Purchaser to cause Merger Sub to, accept for exchange Old Notes payment, and pay for, any shares of Common Stock tendered pursuant to the Offer shall be subject only to the condition that there shall have been validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of shares of Common Stock which, together with the shares then owned by Purchaser or Merger Sub, represents at least a majority of the shares of Common Stock outstanding on a fully diluted basis (the "Minimum Condition"), and to the other conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in Exhibit A to this Agreement and subject to the terms and conditions of the Offer without the consent this Agreement. For purposes of the Holders; providedthis Agreement, however"on a fully diluted basis" means, as of any date, the Company may waive any condition or amend number of shares of Common Stock outstanding, together with the terms and conditions number of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by shares of Common Stock the Company (1) for any period is then required to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer issue pursuant to clause (2) obligations outstanding at that date under the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction Stock Option Plans or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").otherwise

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the The Offer, which will be made on the "Per Note Amount"). Subject to the Company's terms and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions summarised below and in Appendix I to this announcement, and to the further terms which will be set forth out in Annex C hereto. full in the Offer Document and the accompanying Acceptance Form(s), will be made on the following basis: for each Sema Share 560 xxxxx in cash for each Sema ADS (each ADS represents 1,120 xxxxx in cash 2 Sema Shares) The Company shall not waive any such condition or make any changes in Offer will extend, subject to the terms and conditions of to be set out in the Offer without the consent of the Holders; providedDocument and Acceptance Form(s), however, the Company may waive any condition to all Sema Shares unconditionally allotted or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following issued on the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of made and any further Sema Shares unconditionally allotted or issued while the Offer any condition to the Offer shall not be satisfied and remains open for acceptance (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that or such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a earlier date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and as Schlumberger Investments may, subject to the foregoing right Code, decide). In conjunction with the offer being made to extend Sema Shareholders an offer is being made to holders of Sema ADSs to tender the Sema Shares underlying such ADSs into the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered . The Sema Shares will be acquired by Schlumberger Investments pursuant to the Offer as soon as practicable after fully paid and free from all liens, charges, equitable interests, encumbrances and other third party rights and interests of any nature whatsoever and together with all rights now or hereafter attaching thereto, including the Consummation Dateright to receive and retain all dividends and other distributions (if any) declared, made or paid hereafter. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9If sufficient acceptances are received and/or sufficient Sema Shares are otherwise acquired, Schlumberger Investments intends to apply the provisions of Sections 428 to 430F (inclusive) of the Act to acquire compulsorily any outstanding Sema Shares to which the Offer relates. When the Offer becomes or is declared unconditional in all respects, Schlumberger Investments intends to procure the making of an application by Sema for the removal of Sema Shares from the Official List and for the cancellation of trading in Sema Shares on the London Stock Exchange's market for listed securities. It is anticipated that cancellation of listing and trading will take effect no earlier than 20 business days after the Offer becomes or is declared unconditional in all respects. Schlumberger Investments would also intend to apply for de-listing of the Sema Securities Act from the Nasdaq National Market and from Euronext Paris. Such de-listings and cancellation would significantly reduce the liquidity and marketability of 1933, as amended (any Sema Securities not assented to the "Securities Act")Offer.

The Offer. (a) Provided The Merger Agreement provides that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, Purchaser will commence the Offer as promptly as practicable, but practicable (and in no any event later than 15 within 10 business days, ) after the date hereofexecution of the Merger Agreement, and that, subject to the Company shall commence (within satisfaction of the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act Minimum Condition and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will other conditions that are described in good faith pursue an exchange offer (the "Offer") to acquire all Section 14—“Conditions of the issued Offer,” the Purchaser will accept for payment and outstanding Old Notes in exchange pay for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture all Shares validly tendered and not withdrawn in the form of Annex A hereto, and 126.82448 shares of Offer as promptly as practicable after the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant Purchaser is legally entitled to the Offer, the "Per Note Amount")do so. Subject to the Company's Cytyc and the Holders' Purchaser expressly reserved the right of termination set forth in Section 7.01, the obligation of the Company to consummate increase the Offer and Price or to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any other changes in the terms and conditions of the Offer, except that without Adeza’s prior written approval the Purchaser is not permitted to (i) decrease the Offer without Price, (ii) change the consent form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions or requirements to the Offer that are different than or in addition to the conditions and requirements described in Section 14—“Conditions of the Holders; providedOffer,” (v) amend or waive the Minimum Condition, however, (vi) amend any of the Company may waive any condition conditions or amend requirements to the terms and conditions Offer described in Section 14—“Conditions of the Offer,” or (vii) extend the expiration of the Offer in a manner other than as required by the Merger Agreement. The Merger Agreement provides that the Offer Price will be adjusted appropriately to reflect the extent such waiver effect of any stock split, reverse stock split, stock dividend (including any dividend or amendment relates to matters ministerial distribution of securities convertible into Shares), cash dividend, reorganization, recapitalization, reclassification, combination, exchange of shares or administrative in nature other like change with respect to the Shares occurring prior to the Expiration Date. The Merger Agreement provides that the Purchaser will extend the Offer, and the Offer may be extended by the Company (1) for any period : • to the extent required by law applicable laws, rules or by any rule, regulation, interpretation or position regulations of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable 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 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 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 (2) to any date their subsidiaries and affiliates do not exceeding hold, in the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration aggregate, at least 90% of the Offer any condition issued and outstanding Shares so as to permit the Offer shall not be satisfied and (y) Purchaser to complete the board of directors Short-Form Merger, then the Purchaser may provide a Subsequent Offering Period and, if more than 80% of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date issued and outstanding Shares have been validly tendered and not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, withdrawn in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").the

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none Under the terms of the events Offer, which will be subject to the Conditions and further terms set forth out in Annex C hereto shall have occurred Appendix 1 to this Announcement and to be continuingset out in the Scheme Document, as promptly as practicableeach Scheme Shareholder will be entitled to receive 44 xxxxx for each Scheme Share held (the "Cash Value"), but comprising for each Scheme Share: 42 xxxxx in no event later than 15 business dayscash (the "Cash Offer") and a special dividend of 2 xxxxx (the "Special Dividend") If, on or after the date hereofof this Announcement and before the Effective Date, any dividend, distribution and/or other return of capital is declared, made or paid or becomes payable in respect of the Xpediator Shares (other than, or in excess of, the Company shall commence (within Special Dividend), Bidco reserves the meaning of applicable rules right to reduce the consideration payable under the Securities Exchange Act terms of 1934the Offer for the Xpediator Shares by an amount up to the amount of such dividend, distribution and/or return of capital (or excess, as amended (applicable), excluding any amount in respect of the Excluded Shares, in which case the relevant eligible Xpediator Shareholders will be entitled to receive and retain such Act and dividend and/or distribution and/or return of capital. If Bidco exercises its rights described above, any reference in this Announcement to the rules and regulations promulgated thereunder being consideration payable under the terms of the Offer will be deemed to be a reference to the consideration as so reduced. Any exercise by Bidco of its rights referred to herein in this paragraph shall be the subject of an announcement and, for the avoidance of doubt, shall not be regarded as constituting any revision or variation of the "Exchange Act"terms of the Scheme. The Cash Value of 44 xxxxx for each Scheme Share values the entire issued and to be issued share capital of Xpediator at approximately £62,342,907, and represents a premium of approximately: • 45.5 per cent. to the Closing Price of 30.3 xxxxx per Xpediator Share on 19 December 2022 (being the last Business Day before the date of the commencement of the Offer Period)) ; • 18.9 per cent. to the Closing Price of 37.0 xxxxx per Xpediator Share on 5 April 2023 (being the last Business Day before the date of this Announcement); and • 79.7 per cent. to the volume weighted average Closing Price of 24.5 xxxxx per Xpediator Share for the three-month period ended 19 December 2022. Under the terms of the Offer, a Loan Note Alternative will be available to Scheme Shareholders (other than Scheme Shareholders resident or located in good faith pursue an exchange offer (a Restricted Jurisdiction, including the "Offer") United States), which will enable eligible Scheme Shareholders to acquire elect to receive Loan Notes in lieu of part or all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount cash consideration to which they would otherwise be entitled under the terms of the Company's 8% Senior Subordinated Secured Notes Due 2008 (Offer. Further details in relation to the "New Notes") Loan Note Alternative are set out in paragraph 10 below. The Xpediator Directors intend to be issued under an indenture in declare and pay the form Special Dividend of Annex A hereto2 xxxxx per Xpediator Share to Xpediator Shareholders on the register of members of Xpediator at the Scheme Record Time. The Special Dividend is conditional upon, and 126.82448 shares only payable if, the Scheme becomes Effective (or, if the Offer is implemented by way of a Takeover Offer, the Company's Series A Convertible Preferred Stock having Takeover Offer is declared unconditional in all respects). Further details are set out in paragraph 18 of this Announcement. The Xpediator Shares owned or controlled by Cogels Investments (being 37,260,660 Xpediator Shares as at the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid Latest Practicable Date) will not be Scheme Shares and will not be acquired by Bidco pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate Upon the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition becoming Effective, Cogels Investments will: (i) indirectly contribute 36,299,777 Xpediator Shares owned or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended controlled by the Company it (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").representing approximately

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuingArticle 7, as promptly as practicable, practicable (but in no event later than 15 business days, ten (10) Business Days) after the date hereof, the Company Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of applicable rules Rule 14d 2 under the Securities Exchange Act Act, the Offer to purchase for cash any and all (i) Company Shares (other than Company Shares to be cancelled in accordance with Section 2.1(b)) at the Company Share Offer Price, (ii) shares of 1934Series A Preferred Stock at the Series A Offer Price and (iii) shares of Series B Preferred Stock at the Series B Offer Price. Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, purchase and pay for all Company Shares and shares of Company Preferred Stock, as amended (such Act applicable, validly tendered and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid not properly withdrawn pursuant to the Offer, subject only to: (a) there being validly tendered in the "Per Note Amount"). Subject Offer (in the aggregate) and not properly withdrawn prior to the Company's Expiration Date (1) that number of Company Shares and shares of Company Preferred Stock that, together with the Holders' right number of termination set forth Company Shares and shares of Company Preferred Stock (if any) then owned by the Parent, equals at least a majority in Section 7.01, the obligation voting power of the Company to consummate Shares and shares of Company Preferred Stock then issued and outstanding, voting together as a single class, (2) that number of shares of Series A Preferred Stock that, together with the Offer number of shares of Series A Preferred Stock (if any) then owned by Parent, equals at least a majority of the shares of Series A Preferred Stock then issued and to accept for exchange Old Notes tendered pursuant to outstanding, and (3) that number of shares of Series B Preferred Stock that, together with the Offer shall be subject only to number of shares of Series B Preferred Stock (if any) then owned by Parent, equals at least a majority of the shares of Series B Preferred Stock then issued and outstanding (collectively, the “Minimum Condition”); and (b) the satisfaction, or waiver by Merger Sub, of the other conditions and requirements set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").I.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none As promptly as practicable after the public announcement of the events set forth in Annex C hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 business days, after the date execution hereof, the Company Purchaser shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) a tender offer (the "Offer") for all of the outstanding shares of Common Stock, par value $.01 per share (the "Shares"), of the Company ("Company Common Stock") (including the related rights (the "Company Rights") to purchase the Company's Series A Junior Participating Preferred Stock, par value $.01 per share ("Company Junior Preferred Stock"), pursuant to the Rights Agreement, dated as of January 1, 1996 (as amended, the "Company Rights Plan"), between the Company and Chicago Trust Company of New York, as rights agent), at a price of $13.75 per Share, net to the seller in cash (such Act and price, or such higher price per Share as may be paid in the rules and regulations promulgated thereunder Offer, being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred StockOffer Price"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C A hereto. The date on which the Offer commences (within the meaning of Rule 14d-2 under the Exchange Act) shall hereinafter be referred to as the "Offer Date." The obligations of Purchaser to commence the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to there being validly tendered and not withdrawn immediately prior to the expiration of the Offer that number of Shares that represents at least a majority of the outstanding shares of Company Common Stock on a fully-diluted basis (including without limitation all shares issuable upon the conversion of any convertible securities or upon exercise of any options, warrants or other rights) (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The Offer shall not 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 A hereto. Purchaser expressly reserves the right to waive any such condition or condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer without the consent of the HoldersOffer; provided, however, that no change may be made that decreases the Company may waive any condition or amend the terms and conditions of price per Share payable in the Offer or reduces the maximum number of Shares to be purchased in the Offer or imposes conditions to the extent such waiver Offer in addition to those set forth in Annex A hereto or amendment relates to matters ministerial or administrative in nature with respect to increases the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the Minimum Condition. The date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer Purchaser shall not be satisfied purchase and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange pay for Old Notes Shares tendered pursuant to the Offer shall hereinafter be referred to as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities ActPurchase Date.").

The Offer. (a) Provided The Merger Agreement provides that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, Purchaser will commence the Offer as promptly as practicable, but in no event later than 15 business days, practicable after the date hereofexecution of the Merger Agreement, and that, subject to the Company shall commence (within satisfaction of the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act Minimum Condition and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will other conditions that are described in good faith pursue an exchange offer (the "Offer") to acquire all Section 14 — “Conditions of the issued Offer,” the Purchaser will accept for payment and outstanding Old Notes in exchange pay for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture all Shares validly tendered and not properly withdrawn in the form of Annex A hereto, and 126.82448 shares of Offer as promptly as practicable after the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant Purchaser is legally permitted to the Offer, the "Per Note Amount")do so. Subject to the Company's IDEX and the Holders' Purchaser expressly reserved the right of termination set forth in Section 7.01, the obligation of the Company to consummate increase the Offer and Price or to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any other changes in the terms and conditions of the Offer, except that without Microfluidics’ prior written approval the Purchaser is not permitted to (i) decrease the Offer without Price, (ii) change the consent form of consideration payable in the Offer, (iii) reduce the maximum number of Shares to be purchased in the Offer, (iv) impose conditions to the Offer in addition to those described in Section 14 — “Conditions of the HoldersOffer,” (v) amend or waive the Minimum Condition, (vi) amend any of the other conditions and requirements to the Offer described in Section 14 — “Conditions of the Offer” in a manner materially adverse to Microfluidics’ stockholders or (vii) extend the Expiration Date in a manner other than in accordance with the Merger Agreement; provided, however, that if the Company aggregate amount of Microfluidics’ Expenses related to the transactions contemplated by the Merger Agreement and the other payments described in the Merger Agreement exceeds or is expected to exceed $2,750,000, the Purchaser may waive any condition or amend decrease the Offer Price in accordance with the terms and conditions of the Offer to Merger Agreement. The Merger Agreement provides that the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to Purchaser will extend the Offer, and the Offer may be extended by the Company (1) for any period : • to the extent required by law applicable laws or by any ruleapplicable rules, regulationregulations, interpretation interpretations or position positions of the Securities and Exchange Commission (SEC; • for one or more periods of up to 20 business days each until March 18, 2011, if at the "SEC") or Expiration Date any of the staff thereof applicable conditions to the Offer, other than the Minimum Condition, have not been satisfied or waived by IDEX and (2) the Purchaser; • at Microfluidics’ request for a period of up to any date not exceeding 10 business days, so long as no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics; and • at Microfluidics’ request for a period of three business days, if by the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior , Microfluidics failed to perform or comply with any agreement or covenant contained in the expiration Merger Agreement and did not have at least three business days notice to correct such failure, so long as no Acquisition Proposal has been publicly disclosed or communicated to Microfluidics. After acceptance for payment of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend Shares in the Offer, if IDEX, the Company shall issue the New Notes Purchaser and the New Preferred Stock, rounded down to the nearest whole dollar their subsidiaries and whole share, respectivelyaffiliates do not hold, in exchange for Old Notes tendered pursuant the aggregate, at least 90% of the issued and outstanding Shares so as to permit the Offer as soon as practicable after Purchaser to complete the Consummation DateShort-Form Merger, then the Purchaser may provide a Subsequent Offering Period (and one or more extensions thereof) in accordance with Rule 14d-11 under the Exchange Act. The Offer shall be conducted Purchaser is required to immediately accept for payment, and promptly pay for, all Shares validly tendered in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").any Subsequent Offering Period. 34

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of Subject to the events conditions set forth in Annex C hereto shall have occurred and be continuingon Exhibit 1, Merger Sub shall, as promptly as practicable, but practicable and in no event later than 15 business days, ten (10) Business Days after the date hereof, the Company shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "“Exchange Act"”)) and will in good faith pursue an exchange a tender offer (the "Offer") to acquire purchase all of the issued and outstanding Old Notes in exchange for shares of Common Stock, par value $367.96271 principal amount 0.01 per share of the Company's 8% Senior Subordinated Secured Notes Due 2008 , including, if any, the associated preferred stock purchase rights (the "New Notes") to be issued under an indenture in “Rights,” and together with the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having ’s Common Stock, the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid “Shares”) issued pursuant to the OfferRights Agreement, dated as of September 13, 1999, between the Company and the Bank of New York (the “Rights Agreement”), at a price of $95.50 per Share in cash, net to the seller but subject to any required withholding of Taxes (such tender offer and price as they may from time to time be amended in accordance with this Agreement, the "Per Note Amount"“Offer,” and the “Offer Price,” respectively). Subject The obligations of Merger Sub to, and of Parent to the Company's and the Holders' right of termination set forth in Section 7.01cause Merger Sub to, the obligation of the Company to consummate commence the Offer and to accept for exchange Old Notes payment, and pay for, any Shares tendered pursuant to the Offer shall be are subject only to the conditions set forth in Annex C heretoExhibit 1. The Company shall not waive any such condition or make any changes in the terms and conditions initial expiration date of the Offer shall be the later of (x) midnight (New York City time) on the date which is 20 Business Days from the date on which the Offer was commenced (determined as provided in Rule 14d-1(g)(3) under the Exchange Act) and (y) January 2, 2008 (the initial “Expiration Date” and any expiration time and date established pursuant to an extension of the Offer as so extended, also an “Expiration Date”). Merger Sub expressly reserves the right (x) if the Minimum Tender Condition (as defined in Exhibit 1) has not been satisfied or if a Change of Recommendation has been made, to increase the Offer Price and (y) to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (i) reduce the number of Shares subject to the Offer, (ii) reduce the Offer Price, (iii) modify, amend or waive the Minimum Tender Condition, (iv) add to the conditions set forth in Exhibit 1 or modify or amend any condition set forth in Exhibit 1 in any manner adverse to the holders of Shares, (v) except as otherwise provided in this Section 1.1(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) except as may be required by any Governmental Entity, modify or amend the terms of the Offer in any manner adverse to the holders of the Shares. Merger Sub shall not, and Parent agrees that it shall cause Merger Sub not to, terminate or withdraw the Offer other than in connection with the termination of this Agreement in accordance with Section 8.1 hereof. Notwithstanding the foregoing, Merger Sub may, in its discretion, without the consent of the Holders; providedCompany, however(i) extend the Offer for one or more consecutive increments of not more than ten Business Days each, the Company may waive if at any condition or amend the terms and conditions otherwise scheduled Expiration Date of the Offer any of the conditions to the extent such waiver Merger Sub’s obligation to purchase Shares are not satisfied or amendment relates to matters ministerial or administrative in nature with respect to the Offerwaived, and (ii) extend the Offer may be extended by for the Company (1) for any minimum period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "“SEC"”) or the staff thereof applicable to the OfferOffer or (iii) make available a “subsequent offering period” in accordance with Exchange Act Rule 14d-11 (any extension pursuant to this sentence being a “Parent Extension”). In addition, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration if at any otherwise scheduled Expiration Date of the Offer any condition to the Offer is not satisfied or waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer at the request of the Company for one or more consecutive increments of not be satisfied more than ten Business Days each until the earlier of the termination of this Agreement in accordance with its terms and May 23, 2008 (the “Outside Date”) and (y) at any time prior to the board of directors initial Expiration Date, Merger Sub shall and Parent shall cause Merger Sub to, extend the Offer at the request of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that one time for ten Business Days if the Company has received an Acquisition Proposal prior to the initial Expiration Date that has not been withdrawn as of the date of the request for the extension of the Offer by the Company; provided, that nothing in clause (y) shall relieve the Company of any of its obligations under this Agreement, including Section 6.2; provided, further, that no request by the Company to Parent and Merger Sub to extend the Offer pursuant to clause (2) at this sentence, in and of itself, shall be considered a violation of Section 6.2. In addition, Merger Sub shall, if requested by the request Company, make available a subsequent offering period in accordance with Exchange Act Rule 14d-11 of not less than ten Business Days; provided, that Merger Sub shall not be required to make available such a subsequent offering period in the event that, prior to the commencement of such subsequent offering period, Parent and Merger Sub, directly or indirectly, own more than 90% of the Holders outstanding Shares. On the terms and subject to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for all Shares validly tendered and not withdrawn pursuant to the foregoing right Offer that Merger Sub becomes obligated to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered purchase pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) expiration of the Securities Offer, and, in any event, in compliance with Rule 14e-1 under the Exchange Act (the date of 1933acceptance for payment for Shares validly tendered and not withdrawn pursuant to the Offer, the “Purchase Date”). Without the prior written consent of the Company, Parent shall cause Merger Sub not to, and Merger Sub shall not, accept for payment or pay for any Shares in the Offer if, as amended (a result, Merger Sub would acquire less than the "Securities Act")number of Shares necessary to satisfy the Minimum Tender Condition.

The Offer. Section 1.1 The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.01 10.1 and (ii) none of the events set forth in Annex C I hereto shall have occurred or be existing and not have been waived, Merger Subsidiary shall, not later than five business days from the first public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be continuingpurchased for $1.80, net to the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I hereto shall have been satisfied or waived. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or amends any other term of the Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond December 28, 2001 (except that Parent may extend the expiration date of the Offer after December 28, 2001 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of the Offer, Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable, but in no event later than 15 business days, practicable after the date hereofexpiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Company shall commence (within Offer. In addition, Merger Subsidiary may extend the meaning Offer after the acceptance of applicable rules 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 (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer , of not more than 20 business days to meet the objective (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant which is not a condition to the Offer) that there be validly tendered, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in accordance with the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration date of the Offer any condition to the Offer shall (as so extended) and not be satisfied withdrawn a number of Shares, which together with Shares then owned by Parent and (y) the board of directors Merger Subsidiary, represents at least 90% of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Fully Diluted Shares.

The Offer. The Issuer agrees to use commercially reasonable efforts to promptly commence and consummate an exchange offer for any and all of the Bonds (athe “Offer”) Provided that this Agreement to effectuate the New Rate, which Offer shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuingsubject to a minimum condition. Prior to commencement, as promptly as practicable, but in no event later than 15 business days, after the date hereofSirius, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act Issuer and the rules and regulations promulgated thereunder being referred to herein Initial Holders (as the "Exchange Act")defined below) and will determine in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to whether the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer conducted pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) 5 of the Securities Act of 1933, as amended (the "“Securities Act"”), or pursuant to an exemption therefrom and whether compliance with all or any portion of Section 14 of the Securities Exchange Act of 1934, as amended, is required. Absent an alternative agreement by Sirius, the Issuer and the Initial Holders, the Offer shall be conducted pursuant to Section 5 of the Securities Act and in compliance with Section 14 of the Securities Exchange Act. Once commenced, the Issuer shall not otherwise amend, modify, terminate or withdraw the Offer other than pursuant to this Agreement or to otherwise comply with law. The term “Bond Indenture” as used in this Agreement also refers to any supplemental indenture or new indenture, and the term “Bonds” also refers to any bonds issued in exchange for the Bonds, all as may be utilized to effectuate the Offer. The new indenture, indenture amendment, or indenture supplement and the requirement to pay the New Rate will become effective if and only if the Merger is consummated. The Issuer shall comply with all applicable laws and any applicable contracts in effecting the Offer and the transactions contemplated thereby.

The Offer. The Merger Agreement provides that Purchaser will commence the Offer as promptly as practicable (aand in any event on or prior to February 7, 2017) Provided after the execution of the Merger Agreement, and that, subject to the satisfaction of the Minimum Condition and the other conditions that are described in Section 15—"Conditions of the Offer" of this Agreement shall Offer to Purchase, Purchaser will accept for payment and pay for all Shares validly tendered and not have been terminated properly withdrawn in the Offer promptly after Purchaser is legally permitted to do so under applicable law in accordance with Section 7.01 the Exchange Act. Textron and none Purchaser expressly reserve the right to waive (where permitted by applicable law), in their sole discretion, in whole or in part, any of the events conditions to the Offer set forth in Annex C hereto shall have occurred the Merger Agreement and be continuing, as promptly as practicable, but described in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all Section 15—"Conditions of the issued and outstanding Old Notes in exchange for $367.96271 principal amount Offer" of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") this Offer to be issued under an indenture in the form of Annex A heretoPurchase, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate increase the Offer and Price or to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any other changes in the terms and conditions of the Offer, except that, unless otherwise contemplated by the Merger Agreement or as previously approved by Arctic Cat in writing, Purchaser is not permitted to (i) decrease the Offer without Price, (ii) change the consent form of consideration payable in the Offer, (iii) reduce the maximum number of Shares sought to be purchased in the Offer, (iv) amend or waive the Minimum Condition, (v) amend any of the Holdersother conditions and requirements to the Offer set forth in Section 15—"Conditions of the Offer" in a manner materially adverse to the holders of Shares or (vi) extend the Expiration Date in a manner other than in accordance with the Merger Agreement. 38 The Merger Agreement provides that Purchaser: • will extend the Offer for any period or periods required by applicable law or applicable rules, regulations, interpretations or positions of the SEC or its staff, as well as any of the rules and regulations, including listing standards, of NASDAQ or any other United States national securities exchange registered under the Exchange Act on which the applicable common stock is then traded; providedand • unless the Offer is terminated in accordance with the Merger Agreement, howeverin the event that any of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived as of any then scheduled Expiration Date, Purchaser may, in its sole discretion, extend the Company may waive Offer for successive extension periods of not more than twenty (20) business days each in order to permit the satisfaction of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase. The Merger Agreement further provides that, unless the Offer is terminated in accordance with the Merger Agreement, in the event that any condition of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are not satisfied or, where permitted by applicable law, waived by Purchaser or amend Textron as of any then scheduled Expiration Date, and the Arctic Cat Board has not effected an Adverse Recommendation Change (as defined below), Arctic Cat may, in its sole discretion and by written notice at least two (2) business days prior to the then scheduled Expiration Date, request that Purchaser extend the Offer for one period of ten (10) business days until all of the conditions to the Offer set forth in the Merger Agreement and described in Section 15—"Conditions of the Offer" of this Offer to Purchase are satisfied or, where permitted by applicable law, validly waived by Purchaser or Textron. In no event will Purchaser be required to extend the Offer beyond the earlier to occur of (a) the date the Merger Agreement is terminated in accordance with its terms or (b) May 24, 2017. The foregoing paragraphs will not be deemed to impair, limit or otherwise restrict in any manner Textron's rights to terminate the Merger Agreement in accordance with its terms. After acceptance for payment of Shares in the Offer, if Textron and Purchaser, directly or indirectly, do not hold, in the aggregate, at least 90% of the outstanding Shares so as to permit Purchaser to consummate the Merger as a "short-form" merger pursuant to Section 302A.621 of the MBCA, then Purchaser will provide the Subsequent Offering Period in accordance with Rule 14d-11 under the Exchange Act of not less than three (3) nor more than twenty (20) business days as determined in the sole discretion of Textron or Purchaser. Subject to the terms and conditions of the Merger Agreement and the Offer, Purchaser will immediately accept for payment and pay for all Shares validly tendered in the Offer during any such Subsequent Offering Period and such Shares cannot be withdrawn. Textron will provide or cause to be provided to Purchaser the funds necessary to pay for any Shares that Purchaser becomes obligated to purchase pursuant to the Offer. If Purchaser exercises the Top Up Option (as described below), it will not be required to provide for the Subsequent Offering Period. Purchaser will not terminate or withdraw the Offer prior to any scheduled Expiration Date without the prior written consent of Arctic Cat, except if the Merger Agreement has been terminated pursuant to its terms. If the Merger Agreement is terminated pursuant to its terms, then Purchaser is required to promptly (and in any event within forty-eight (48) hours of such termination), irrevocably and unconditionally terminate the Offer. If the Offer is terminated or withdrawn by Purchaser, or the Merger Agreement is terminated pursuant to its terms prior to the purchase of Shares in the Offer, Purchaser will promptly return and will cause any depositary acting on behalf of Purchaser to return, in accordance with applicable law, all tendered Shares to the registered holders thereof. Textron and Purchaser will timely file with the Commissioner of Commerce of the State of Minnesota any registration statement relating to the transactions contemplated by the Merger Agreement required to be filed pursuant to Chapter 80B of the Minnesota Statutes and will disseminate to the holders of Shares via this Offer to Purchase and the other documents related thereto the information set forth in any such registration statement to the extent and within the time period required by Chapter 80B of the Minnesota Statutes. Arctic Cat Board of Directors Pursuant to the Merger Agreement, effective immediately after the Acceptance Time, and at all times thereafter, subject to compliance with the provisions of the Restated Articles of Incorporation of Arctic Cat, the Amended and Restated Bylaws of Arctic Cat, applicable law and the Listing Rules of the NASDAQ, Textron will be entitled to elect or designate such waiver number of directors, rounded up to the next whole number, on the Arctic Cat Board as is equal to the product of the total number of directors on the Arctic Cat Board (giving effect to the directors elected or amendment relates designated by Textron pursuant to matters ministerial this sentence) multiplied by the percentage that the aggregate number of Shares beneficially owned by Textron, Purchaser or administrative in nature any of their respective affiliates bears to the total number of Shares then outstanding. Textron will be entitled to designate at least a majority of the directors on the Arctic Cat Board as long as Textron, Purchaser and their affiliates beneficially own a majority of the outstanding Shares. Arctic Cat has agreed to take all actions as are necessary to enable Textron's designees to be elected or designated to the Arctic Cat Board, including increasing the size of the Arctic Cat Board and seeking and accepting the resignations of its incumbent directors. Prior to the Effective Time, notwithstanding the above obligations with respect to Textron's designees, the OfferArctic Cat Board will always have at least two (2) members who are not officers, directors, employees or designees of Textron or Purchaser or any of their affiliates ("Purchaser Insiders"). If the number of directors who are not Purchaser Insiders is reduced below two (2) prior to the Effective Time, the remaining director who is not a Purchaser Insider will be entitled to designate a person to fill such vacancy who is not a Purchaser Insider and who will be a director not deemed to be a Purchaser Insider for all purposes of the Merger Agreement, and Arctic Cat will cause such designee to be appointed to the Offer may Arctic Cat Board. If the number of directors who are not Purchaser Insiders is reduced to zero, then the other directors on the Arctic Cat Board will designate and appoint to the Arctic Cat Board two (2) directors who are not officers, directors, employees or otherwise affiliated with Textron or Purchaser (other than as a result of such designation). Arctic Cat will also use its reasonable best efforts to cause individuals designated by Textron to constitute the same percentage as persons designated by Textron on the Arctic Cat Board of (i) each committee of the Arctic Cat Board, (ii) each board of directors (or other similar body) of each subsidiary of Arctic Cat and (iii) each committee of each such board, in each case only to the extent permitted by applicable law. After Textron's designees are elected or appointed to the Arctic Cat Board and prior to the Effective Time, the approval of a majority of the directors of Arctic Cat then in office who are not Purchaser Insiders (or the approval or direction of the sole director if there will only be extended by the Company one (1) for director then in office who is not a Purchaser Insider) is required, and such approval will constitute the authorization of the Arctic Cat Board and no other action on the part of Arctic Cat, including any period to the extent required by law or action by any ruleother director of Arctic Cat, regulationwill be required to authorize any such action, interpretation for Arctic Cat to: • amend or position terminate the Merger Agreement; • extend the time for performance of any obligation or action by Textron or Purchaser under the Merger Agreement; or • waive or enforce any of Arctic Cat's rights or any of the Securities and Exchange Commission (obligations of Textron or Purchaser under the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Merger Agreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article X and none so long as each of the events set forth Tender Offer Conditions has been satisfied and no fact, occurrence or circumstance shall exist which would result in Annex C hereto shall have occurred and be continuinga failure to satisfy any of the Tender Offer Conditions, subject to the provisions of this Agreement, as promptly as reasonably practicable, but in no event later than 15 five business daysdays after execution of this Agreement, after the date hereofMerger Subsidiary shall commence, the Company shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act, the Offer at the Offer Price. The initial expiration date of the Offer shall be the 20th business day following the date the Offer is commenced within the meaning of Rule 14d-2 under the Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"“Initial Expiration Date”). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the The obligation of the Company Merger Subsidiary to consummate commence the Offer and to accept for exchange Old Notes payment, and pay for, any shares tendered pursuant to the Offer shall be subject only to the conditions satisfaction of the Tender Offer Conditions set forth in Annex C heretoA, any of which, other than the Minimum Condition and the HSR Condition (each as defined in Annex A), may be waived by Parent and Merger Subsidiary in their sole discretion. The Parent and Merger Subsidiary expressly reserve the right to modify the terms of the Offer; provided, however, that, without the prior written consent of the Company, neither Parent nor Merger Subsidiary shall (i) waive the Minimum Condition or the HSR Condition, (ii) reduce the number of shares subject to the Offer, (iii) reduce the Offer Price, (iv) change the form of consideration payable in the Offer, (v) amend any term or add any condition of the Offer (including the Tender Offer Conditions), in each case, in any manner that would adversely affect the shareholders of the Company in any material respect or (vi) extend the Initial Expiration Date, except as required by law and except that Parent and the Merger Subsidiary shall have the right, in their sole discretion, (A) to extend the expiration date of the Offer for up to ten business days after the Initial Expiration Date if as of that date there shall not waive have been tendered a number of shares that constitute at least 90% of the outstanding shares of the Company Common Stock on a fully-diluted basis, (B) to elect to provide a subsequent offering period for the Offer in accordance with Rule 14d-11 under the Exchange Act or (C) to extend the expiration date of the Offer from time to time for successive periods of up to 20 business days each, but in no event later than the three-month anniversary of the date of this Agreement, if the Tender Offer Conditions have not been met. If on any such condition or make scheduled expiration date of the Offer, the Offer would have expired without any changes in shares being purchased because the Tender Offer Conditions have not been satisfied, Parent and Merger Subsidiary shall, at the request of the Company (subject always to the terms and conditions of this Agreement, including Article X), extend the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions expiration date of the Offer from time to time for successive periods of up to 20 business days each (but in no event later than the three-month anniversary of the date of this Agreement) unless Parent reasonably believes at such time that such conditions are not capable of being satisfied. Subject to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to terms of the Offer, including the Tender Offer Conditions, Merger Subsidiary shall pay for all shares of Company Common Stock validly tendered and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered withdrawn pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) expiration of the Securities Act of 1933, Offer as amended (the "Securities Act")it is legally permitted to do so under applicable law.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuing, as As promptly as practicable, but reasonably practicable (and in no any event later than 15 business days, within ten (10) Business Days after the date hereofof this Agreement, as such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(g) or other information required from Representatives of the Company is delayed, the Company Purchaser shall commence (and Parent shall cause the Purchaser to) commence, within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) , the Offer to purchase any and will in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange Shares for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate cash at the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the HoldersPrice; provided, however, that if any Governmental Authority shall have issued an Order or taken any other action temporarily restraining, enjoining or otherwise prohibiting the Company may waive any condition or amend the terms and conditions commencement of the Offer and provided further that Parent and the Purchaser shall have, prior to the extent such waiver or amendment relates issuance, used their commercially reasonable efforts to matters ministerial or administrative in nature with respect oppose any such action by such Governmental Authority, then such period to the Offer, and commence the Offer may be extended by up to an additional ten (10) Business Days, during which Parent and the Company Purchaser shall use reasonable best efforts to successfully overturn such action by such Governmental Authority. For the avoidance of doubt, nothing in this Section 1.1 shall require the Purchaser to commence the Offer at any time in violation of any Order or other action by any Governmental Authority temporarily restraining, enjoining or otherwise prohibiting the commencement of the Offer. Notwithstanding anything to the contrary in this Agreement, if the Purchaser shall not have commenced the Offer by May 5, 2016 (1the “Offer Deadline”) for any period reason other than a failure by the Company to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC"satisfy its obligations under Section 1.1(g) or the staff thereof applicable receipt of other information from Representatives of the Company having been delayed, the Company may in its sole discretion terminate the Agreement in accordance with Section 7.1(k) hereof. The consummation of the Offer, and the obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, and shall be subject to: (2i) to any date not exceeding the 75th day following the date on which there being validly tendered in the Offer is commenced (the "Final Expiration Date") if (x) immediately and not properly withdrawn prior to the expiration Expiration Date that number of Shares which, together with the number of Shares (if any) then owned by the Purchaser represents at least a majority of the Offer any condition to Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the Offer shall not be satisfied and (y) voting power of the board shares of directors capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the "Board adoption of Directors"this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures (to the extent such procedures are permitted by the Purchaser) determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that have not yet been received by the Company shall extend depositary for the Offer pursuant to clause such procedures) (2collectively, the “Minimum Condition”) at and (ii) the request satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of the Holders other conditions and requirements set forth in Annex I. Subject to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of this Section 1.1 and Annex I, the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant requirements to the Offer as soon as practicable after set forth in Annex I are for the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) sole benefit of the Securities Act Purchaser and may be asserted by the Purchaser regardless of 1933the circumstances giving rise to such condition or may be waived by the Purchaser, as amended (the "Securities Act")in its sole discretion, in whole or in part at any time and from time to time.

The Offer. (a) Provided Subject to the other terms hereof and provided that this Agreement shall not have been terminated in accordance with Section 7.01 and none of SECTION 6.01, the events set forth in Annex C hereto shall have occurred and be continuingCompany, as promptly as practicable, is practicable after the date hereof but in no any event not later than 15 business days, 30 days after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange ActEXCHANGE ACT")) and will in good faith pursue an exchange offer (the "OfferOFFER") to acquire all of the issued and outstanding Old Notes on the basis that the exchanging holders of Old Notes shall share ratably, according to the principal amount of Old Notes exchanged by each such holder in exchange for relation to the aggregate principal amount of Old Notes exchanged by all holders of Old Notes tendering their Old Notes pursuant to the Offer, of (i) $367.96271 35,000,000 principal amount of the Company's 8% Senior Subordinated Secured PIK Notes Due 2008 due 2007 (the "New NotesNEW NOTES") to be issued under an indenture to be in form and substance satisfactory to the form of Annex A heretoCompany and the Holders, and 126.82448 (ii) shares of the Company's Series A Convertible Preferred Stock capital stock (either common or convertible preferred stock having the designations set forth in Annex B hereto and preferences agreed to among the Company and the Holders) (the "New Preferred StockNEW STOCK")), per $1,000 in either case, entitling the noteholders participating in the Offer to 90% of principal amount the voting control and rights to distributions in respect of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Company. In connection with the Offer, the Company agrees to solicit consents (the "Per Note AmountCONSENT SOLICITATION"). Subject ) to an amendment of the Indenture dated as of March 30, 1999 (the "OLD INDENTURE") by and among the Company, the guarantors named therein and State Street Bank and Trust Company, as trustee, to be in form and substance satisfactory to the Company's Company and the Holders' right of termination set forth in Section 7.01, waiving current defaults under, and substantially modifying the covenants and restrictions under, the obligation of Old Indenture (such amendment being the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto"INDENTURE AMENDMENT"). The Company shall not waive any such condition to, or make any changes in the terms and conditions of of, the Offer or the Plan (as defined below) without the unanimous consent of the Holders; providedPROVIDED, howeverHOWEVER, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for to any period to the extent required by law date on or by any rulebefore June 30, regulation, interpretation or position of the Securities and Exchange Commission 2002 (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration DateFINAL EXPIRATION DATE") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board Board of directors Directors of the Company (the "Board of DirectorsBOARD OF DIRECTORS") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further PROVIDED FURTHER that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders from time to time to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, Stock in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation DateCompany accepts Old Notes for exchange under the Offer (the "CONSUMMATION DATE"). The Offer shall be conducted in such a manner that will make it the issuance of the New Notes and New Stock shall be exempt from registration under Section 3(a)(94(2) of the Securities Act of 1933, as amended (the "Securities ActSECURITIES ACT").

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 ARTICLE 7 and that none of the events set forth in clauses (c) or (d) of the first paragraph of Annex C B hereto shall have occurred and be continuing, within ten business days (as promptly as practicablesuch term is defined in Rule 14d-1(g)(3) promulgated under the Exchange Act, but in no event later than 15 business days, “Business Days”) after the date hereof, Merger Sub shall (and the Company shall cooperate with Merger Sub to) commence (within the meaning of applicable rules Rule 14d-2 promulgated under the Securities Exchange Act Act) an offer to purchase all outstanding shares of 1934, as amended Common Stock of the Company at the purchase price of $30.00 per share of Common Stock (such Act price, or any higher price per share of Common Stock paid by Merger Sub pursuant to the terms of the Offer, the “Per Share Amount”) and shall, upon commencement of the rules Offer but after affording the Company and regulations its counsel reasonable opportunity to review and comment thereon and giving reasonable and good faith consideration to any comments made thereby, file a Tender Offer Statement on Schedule TO (together with all amendments and supplements thereto, including the exhibits thereto, the “Schedule TO”) and all other necessary documents with the Securities and Exchange Commission (the “SEC”) and make all deliveries, mailings and telephonic notices required by Rule 14d-3 promulgated thereunder being referred to herein as under the "Exchange Act")) and will , in good faith pursue an exchange offer each case in connection with the Offer (the "“Offer Documents”), and shall consummate the Offer") , subject to acquire the terms and conditions hereof and thereof. The Offer Documents will comply in all material respects with the provisions of all applicable Federal securities Laws. Subject to the terms and conditions of this Agreement and to the satisfaction or waiver of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations conditions set forth in Annex B hereto (the "New Preferred Stock"“Tender Offer Conditions”), per $1,000 Merger Sub shall, upon the expiration of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes payment, and pay for (after giving effect to any required withholding or stock transfer Tax), all shares of Common Stock validly tendered pursuant to the Offer and not withdrawn on the Acceptance Date. The obligation of Merger Sub to accept for payment and to pay for any shares of Common Stock validly tendered shall be subject only solely to the conditions set forth in Annex C heretosatisfaction or waiver by Merger Sub of the Tender Offer Conditions. The Company Per Share Amount shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer be net to the extent seller in cash, without interest, subject to reduction for any applicable withholding or stock transfer Taxes payable by such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended seller. No shares of Common Stock held by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer its Subsidiaries shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 8.01 and none provided further that the Company is prepared (in accordance with Section 1.02(a)), to file with the SEC, and to disseminate to holders of shares of Company Common Stock, the events set forth in Annex C hereto shall have occurred Schedule 14D-9 on the same date as Merger Sub commences the Offer, subject to the terms and be continuingconditions of this Agreement, as promptly as practicable, practicable (but in no event later than 15 thirteen (13) business days, days after the date hereofof this Agreement), the Company Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of the applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as of the "Securities and Exchange Act"Commission (the “SEC”)) and will in good faith pursue an exchange offer (the "Offer") to acquire all Offer at the Offer Price. The obligations of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A heretoMerger Sub to, and 126.82448 of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of the Company's Series A Convertible Preferred Company Common Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions set forth in Exhibit A hereto (the “Offer Conditions”). The initial expiration date of the Offer shall be at the time that is one minute following 11:59 p.m., Eastern time, on the date that is 20 business days (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (together with the rules and regulations promulgated thereunder, the “Exchange Act”)) after the date the Offer is first commenced (within the meaning of Rule 14d-2 promulgated under the Exchange Act). Merger Sub expressly reserves the right to waive, in its sole discretion, in whole or in part, any Offer Condition or modify the terms of the Offer in any manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Merger Sub shall not, and Parent shall not permit Merger Sub to, (i) reduce the number of shares of Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive, amend or modify the Minimum Tender Condition or the Termination Condition, (iv) add to the Offer Conditions or impose any other conditions on the Offer or amend, modify or supplement any Offer Condition in any manner adverse to the holders of Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), terminate, or extend or otherwise amend or modify the expiration date of, the Offer, (vi) change the form or terms of consideration payable in the Offer, (vii) otherwise amend, modify or supplement any of the terms of the Offer in any manner adverse to the holders of Company Common Stock or (viii) provide any “subsequent offering period” in accordance with Rule 14d-11 of the Exchange Act. Notwithstanding the foregoing, Merger Sub shall, and Parent shall cause Merger Sub to, (A) extend the Offer for one or more consecutive increments of not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company), if at the scheduled expiration date of the Offer any of the Offer Conditions (other than the Minimum Tender Condition) shall not have been satisfied or waived, until such time as such conditions shall have been satisfied or waived (irrespective of whether the Minimum Tender Condition has been satisfied) and (B) extend the Offer for the minimum period required by any rule, regulation or interpretation or position of the SEC or the staff thereof or The Nasdaq Global Market (“Nasdaq”) applicable to the Offer; provided that Merger Sub shall not be required to extend the Offer beyond the Outside Date. In addition, if at the otherwise scheduled expiration date of the Offer, each Offer Condition (other than the Minimum Tender Condition) shall have been satisfied or waived and the Minimum Tender Condition shall not have been satisfied, Merger Sub may elect to (and if so requested by the Company, Merger Sub shall, and Parent shall cause Merger Sub to), extend the Offer for one or more consecutive increments of such duration as requested by the Company (or if not so requested by the Company, as determined by Parent), but not more than ten business days each (or for such longer period as may be agreed to by Parent and the Company); provided that the Company shall not request Merger Sub to, and Parent shall not be required to cause Merger Sub to, extend the Offer pursuant to this sentence on more than five occasions; provided, further, that Merger Sub shall not, and shall not be required to extend the Offer beyond the Outside Date. On the terms and subject only to the conditions of the Offer and subject this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept for payment, and pay for, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the foregoing right Offer that Merger Sub becomes obligated to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered purchase pursuant to the Offer as soon promptly as practicable after the Consummation Dateexpiration of the Offer (which shall be the next business day after the expiration of the Offer absent extenuating circumstances) and, in any event, no more than three business days after the expiration of the Offer. The time at which Merger Sub first irrevocably accepts for purchase the shares of Company Common Stock tendered in the Offer is referred to as the “Offer Closing Time.” The Offer may not be terminated or withdrawn prior to its expiration date (as such expiration date may be extended and re-extended in accordance with this Section 1.01(a)), unless this Agreement is validly terminated in accordance with Section 8.01. If this Agreement is validly terminated in accordance with Section 8.01, Merger Sub shall be conducted promptly terminate the Offer and return, and shall cause any depository acting on behalf of Merger Sub to return, all tendered shares of Company Common Stock to the registered holders thereof. Nothing contained in a manner that will make it exempt from registration under this Section 3(a)(91.01(a) of the Securities Act of 1933, as amended (the "Securities Act")shall affect any termination rights set forth in Section 8.01.

The Offer. (a) Provided that On the terms and subject to the provisions of this Agreement shall not have been terminated in accordance with Section 7.01 and none of the events set forth in Annex C hereto shall have occurred and be continuingAgreement, as promptly as practicable, but practicable following the date hereof and in no any event not later than 15 business days, ten Business Days (as defined in Section 9.5) after the date hereofhereof Parent shall cause Acquisition Subsidiary to, the Company shall and Acquisition Subsidiary shall, commence (within the meaning of applicable rules Rule l4d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (, the "Offer") . The obligation of Parent to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A heretocause Acquisition Subsidiary to, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock")Acquisition Subsidiary to, per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes payment and pay for any shares of Company Common Stock tendered pursuant to in the Offer shall be subject only to the satisfaction of the conditions set forth in Annex C hereto. The Company shall not A; provided that, except for the condition that approval of the Federal Bankruptcy Court of the Southern District of New York (the "Court") be obtained (which is set forth in paragraph (iii)(d) of Annex A) and the condition set forth in paragraph (iii)(f) of Annex A, neither of which may be waived without the Company's written consent, Parent and Acquisition Subsidiary may waive any such condition or make any changes in other conditions to the terms and conditions of Offer. Without the Offer without the prior written consent of the Holders; providedCompany, however, no decrease in the per share price or the number of shares of Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative Common Stock sought in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period made and no change may be made to the extent required by law or by any ruleform of consideration to be paid for the shares of Company Common Stock, regulationand no other change to the Offer may be made (i) which imposes conditions to the Offer in addition to those set forth in Annex A, interpretation or position (ii) which extends the expiration date of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and except as permitted or required by Section 1.1(c) hereof or (2iii) to any date not exceeding the 75th day following the date on which the Offer that is commenced (the "Final Expiration Date") if (x) immediately prior otherwise adverse to the expiration holders of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Common Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

The Offer. (a) Provided that this Agreement nothing shall not have occurred that, had the Offer referred to below been terminated in accordance with Section 7.01 and none commenced, would give rise to a right to terminate the Offer under any of the events conditions set forth in Annex C hereto I hereto, Acquisition Sub shall, and Parent shall have occurred and be continuingcause Acquisition Sub to, as promptly as practicablepracticable after the date hereof, but in no event later than 15 ten business daysdays following the public announcement of the terms of this Agreement, after the date hereof, the Company shall commence (within the meaning of applicable rules under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer (the "Offer") to acquire purchase all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 shares (the "New NotesShares") of 8 Company Common Stock at a price of $24.00 per Share, net to be issued under an indenture the seller in the form of Annex A heretocash (or at such higher price as Acquisition Sub, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto its sole discretion, elects to offer) (the "New Preferred StockOffer Consideration"), per $1,000 of principal amount of Old Note (such amount, or but subject to any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount")withholding required by law. Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the The Offer shall be subject only (i) to the condition that there shall be validly tendered prior to the expiration date of the Offer and not withdrawn a number of Shares representing at least 80% of the Shares outstanding on a fully diluted basis (the "Minimum Condition"), (ii) to the other conditions set forth in Annex C heretoI hereto and (iii) to the condition that Acquisition Sub shall have received certificates signed by the president or the chief financial officer of the Company to the effect that (A) the condition to the obligation of Acquisition Sub set forth in paragraph (e) of Annex I does not exist and (B) the acquisition of Shares pursuant to the Offer is exempt from Section 1445 of the Code (as defined below). The Company For purposes of determining the Minimum Condition, (i) Shares tendered subject to guaranteed delivery shall not waive be considered validly tendered unless and until delivery shall have been completed and (ii) Shares outstanding on a fully-diluted basis shall mean all Shares actually outstanding plus all Shares issuable upon exercise, conversion or exchange of then-outstanding vested options, warrants and other rights to purchase, or other securities convertible into or exchangeable for, Company Common Stock, including any such condition or Shares issuable pursuant to vested options under the Company's Stock Incentive Plan of 1996, as amended, and pursuant to the Company's Employee Stock Purchase Plan (together, the "Company Stock Plans"). Acquisition Sub expressly reserves the right to modify the terms of the Offer, but Acquisition Sub will not, without the prior written consent of the Company, make any change in the terms or conditions of the Offer that (i) changes the form of consideration to be paid, (ii) decreases the price per Share or the number of Shares sought in the Offer, (iii) imposes conditions to the Offer in addition to those set forth in Annex I, (iv) changes or waives the Minimum Condition, or (v) is adverse to the holders of the Shares. Parent and Acquisition Sub agree that, subject to the terms and conditions of the Offer and this Agreement, Acquisition Sub shall, and Parent shall cause Acquisition Sub to, accept for payment and pay for all Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer. The Offer shall initially provide that it shall expire 20 business days after it is commenced. The Offer may only be extended with the prior written consent of the Company provided that so long as this Agreement is in effect, Acquisition Sub may, without the consent of the Holders; providedCompany, however, extend the Company may waive any condition or amend the terms and conditions expiration of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1i) for any period as required to the extent required by law or by comply with any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date"ii) if (x) immediately prior to at the scheduled or extended expiration date of the Offer any condition to of the conditions set forth in Annex I have not been satisfied or waived, until such time as all such conditions are satisfied or waived, or (iii) on one occasion, for an aggregate period of not more than ten business days for any reason other than those specified in the immediately preceding clauses (i) and (ii). So long as this Agreement is in effect, Parent, U.S. Parent and Acquisition Sub agree that if all of the conditions set forth in Annex I hereto are not satisfied on any scheduled expiration date of the Offer shall not be then, provided that all such conditions are reasonably capable of being satisfied and (y) by the board of directors reasonable best efforts of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company parties hereto, Acquisition Sub shall extend the Offer pursuant from time to clause (2) at time until such conditions are satisfied or waived. Notwithstanding the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions foregoing, in no event shall any extension of the Offer and subject to extend beyond the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Termination Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act").

The Offer. (a) Provided that this Agreement shall not have been terminated As promptly as reasonably practicable, and in accordance with Section 7.01 and none any event within five (5) Business Days of the events set forth in Annex C hereto date of this Agreement, Merger Sub shall, and Parent shall have occurred and be continuingcause Merger Sub to, as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and including the rules and regulations promulgated thereunder being referred to herein as thereunder, the "“Exchange Act"”)) and will in good faith pursue an exchange offer (to purchase all outstanding shares of Company Common Stock at the "Offer") to acquire all Offer Price. The obligations of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A heretoMerger Sub, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock")Parent to cause Merger Sub, per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes payment and pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Annex C heretoA hereto (the “Offer Conditions”). The Company shall not Merger Sub expressly reserves the right, in its sole discretion, to waive any such condition Offer Condition in whole or make in part, at any changes in time or from time to time, or to modify the terms and or conditions of the Offer Offer, except that, without the written consent of the Holders; providedCompany, howeverMerger Sub shall not, the Company may waive any condition or amend the terms and conditions of Parent shall not permit Merger Sub to, (i) reduce the Offer to Price, (ii) change the extent such waiver or amendment relates to matters ministerial or administrative form of consideration payable in nature with respect the Offer, (iii) reduce the number of shares of Company Common Stock subject to the Offer, and (iv) waive or change the Minimum Condition or the Termination Condition (each as defined in Annex A), (v) add to the Offer may be extended by the Company Conditions, (1vi) for any period to the extent required by law terminate, or by any rule, regulation, interpretation extend or position of the Securities and Exchange Commission (the "SEC") otherwise amend or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to modify the expiration date of the Offer except as required or permitted by Section 1.1(b) or (vii) amend, modify or supplement any condition Offer Condition or any term of the Offer set forth in this Agreement in a manner adverse to the Offer shall not holders of Company Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be satisfied and (y) tendered in the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such periodOffer; provided further that the Company shall extend be permitted to tender Company Common Stock held or beneficially owned by the Offer Company pursuant to clause (2) at the request or in respect of the Holders a Company Plan or a trust that relates to obligations pursuant to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Plan.

The Offer. Section 2.1 The Offer (a) ). Provided that this Agreement shall has not have been --------- terminated in accordance with Section 7.01 pursuant to Article X hereof and that none of the events set forth in Annex C Exhibit A hereto (the "Offer Conditions") shall have occurred and be continuing, ---------------- as promptly soon as practicable, is reasonably practicable (but in no event later than 15 the tenth business days, day after the date hereof, public announcement by Parent and the Company of the execution and delivery of this Agreement (counting the business day on which such announcement is made)), Purchaser shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act" or "1934 Act")) and will in good faith pursue ), ------------ -------- an exchange offer (the "Offer") to acquire purchase all outstanding Shares at a price of $0.46 ----- per share, net to the seller of the issued and outstanding Old Notes Shares in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 cash (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes as paid pursuant to the Offer, the "Per Note AmountOffer Consideration"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the The obligation of Parent and Purchaser to ------------------- commence the Company Offer, to consummate the Offer and to accept for exchange Old Notes payment and pay for Shares validly tendered pursuant to in the Offer and not withdrawn shall be subject only to the conditions set forth in Annex C Exhibit A hereto. The Company shall not Purchaser expressly reserves the right, in its sole discretion, to waive any such condition or and make any other changes in the terms and conditions of the Offer without the consent of the Holders; providedOffer, howeverprovided that, unless -------- previously approved by the Company in writing, Purchaser shall not waive the Minimum Condition and no change may waive any condition be made which changes the Minimum Condition or amend the terms and conditions of decreases the Offer Consideration, changes the form of consideration payable in the Offer (other than by adding consideration), reduces the maximum number of Shares to the extent such waiver or amendment relates to matters ministerial or administrative be purchased in nature with respect to the Offer, and or amends the Offer may be extended by the Company (1) for any period to the extent required by law terms or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject in a manner which is adverse to the foregoing right to extend holders of the OfferShares, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant or which imposes conditions or terms to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")addition to those set forth herein.

The Offer. Section 1.1 The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Section 7.01 10.1 and (ii) none of the events set forth in Annex C I hereto shall have occurred or be existing and not have been waived, Merger Subsidiary shall, not later than five business days from the first public announcement of the execution of this Agreement, commence the Offer. Each Share (including the associated Right) accepted by Merger Subsidiary in accordance with the Offer shall be continuingpurchased for $1.17, net to the seller in cash, without interest. The Offer shall be subject to the conditions (i) that there shall be validly tendered in accordance with the terms of the Offer prior to the expiration date of the Offer and not withdrawn a number of Shares which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least two-thirds of the total number of outstanding Shares, assuming the exercise of all outstanding warrants, options, rights and convertible securities (if any) (other than the Rights, Parent's option to acquire Company Common Stock pursuant to the Stock Option Agreement, to the extent not then exercised and options cancelled pursuant to Section 3.4(a) hereof) and the issuance of all Shares that the Company is obligated to issue pursuant thereto (such total number of outstanding Shares being hereinafter referred to as the "Fully Diluted Shares") (the "Minimum Stock Condition"), (ii) that Parent shall have simultaneously accepted for payment Notes in each of the Notes Tender Offers, and (iii) that the other conditions set forth in Annex I hereto shall have been satisfied or waived. Parent and Merger Subsidiary expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form or amount of consideration to be paid (other than by adding consideration), imposes conditions to the Offer in addition to those set forth in Annex I or changes or waives the Minimum Stock Condition or amends any other term of the Offer in a manner materially adverse to the holders of Shares. If on the initial scheduled expiration date of the Offer, which shall be no earlier than 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, Merger Subsidiary may, from time to time, in its sole discretion, extend the expiration date; provided that without the prior written consent of the Company, Merger Subsidiary may not extend the Offer beyond March 15, 2002 (except that Parent may extend the expiration date of the Offer after March 15, 2002 as required to comply with any rule, regulation or interpretation of the SEC). Subject to the terms and conditions of the Offer, Parent shall cause Merger Subsidiary to accept for payment and pay for, as promptly as practicable, but in no event later than 15 business days, practicable after the date hereofexpiration of the Offer, all Shares validly tendered and not withdrawn pursuant to the Company shall commence (within Offer. In addition, Merger Subsidiary may extend the meaning Offer after the acceptance of applicable rules 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 (such Act and the rules and regulations promulgated thereunder being referred to herein as the "Exchange Act")) and will in good faith pursue an exchange offer , of not more than 20 business days to meet the objective (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant which is not a condition to the Offer) that there be validly tendered, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in accordance with the terms and conditions of the Offer without the consent of the Holders; provided, however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration date of the Offer any condition to the Offer shall (as so extended) and not be satisfied withdrawn a number of Shares, which together with Shares then owned by Parent and (y) the board of directors Merger Subsidiary, represents at least 90% of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Fully Diluted Shares.

The Offer. (a) Provided that this Agreement shall not have been terminated As promptly as reasonably practicable, and in accordance with Section 7.01 and none any event no later than ten (10) Business Days of the events set forth in Annex C hereto date of this Agreement, Merger Sub shall, and Parent shall have occurred and be continuingcause Merger Sub to, as promptly as practicable, but in no event later than 15 business days, after the date hereof, the Company shall commence (within the meaning of applicable rules Rule 14d-2 under the Securities Exchange Act of 1934, as amended (such Act and including the rules and regulations promulgated thereunder being referred to herein as thereunder, the "“Exchange Act"”)) and will in good faith pursue an exchange offer (to purchase all outstanding shares of Company Common Stock at the "Offer") to acquire all Offer Price. The obligations of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A heretoMerger Sub, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock")Parent to cause Merger Sub, per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and to accept for exchange Old Notes payment and pay for any shares of Company Common Stock tendered pursuant to the Offer shall be subject only to the satisfaction or waiver by Merger Sub of the conditions set forth in Annex C heretoA hereto (the “Offer Conditions”). The Company shall not Merger Sub expressly reserves the right, in its sole discretion, to waive any such condition Offer Condition in whole or make in part, at any changes in time or from time to time, or to modify the terms and or conditions of the Offer Offer, except that, without the written consent of the Holders; providedCompany, howeverMerger Sub shall not, the Company may waive any condition or amend the terms and conditions of Parent shall not permit Merger Sub to, (i) reduce the Offer to Price, (ii) change the extent such waiver or amendment relates to matters ministerial or administrative form of consideration payable in nature with respect the Offer, (iii) reduce the number of shares of Company Common Stock subject to the Offer, and (iv) waive or change the Minimum Condition or the Termination Condition (each as defined in Annex A), (v) add to the Offer may be extended by the Company Conditions, (1vi) for any period to the extent required by law terminate, or by any rule, regulation, interpretation extend or position of the Securities and Exchange Commission (the "SEC") otherwise amend or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to modify the expiration date of the Offer except as required or permitted by Section 1.1(b) or (vii) amend, modify or supplement any condition Offer Condition or any term of the Offer set forth in this Agreement in a manner (other than in an immaterial manner) adverse to the Offer shall not holders of Company Common Stock. The Company agrees that no Company Common Stock held by the Company, Merger Sub or any of their respective Subsidiaries will be satisfied and (y) tendered in the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such periodOffer; provided further provided, that the Company shall extend be permitted to tender Company Common Stock held or beneficially owned by the Offer Company pursuant to clause (2) at the request or in respect of the Holders a Company Plan or a trust that relates to obligations pursuant to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Plan.

The Offer. (a) Provided that (i) this Agreement shall not have been terminated in accordance with Article VIII hereof, (ii) nothing shall have occurred that would render any of the conditions set forth in Section 7.01 1 of Annex B incapable of being satisfied and (iii) none of the events conditions set forth in Section 2 of Annex C B hereto shall have occurred and be continuing, as promptly as practicable, but in no event later than 15 business days, after the date hereof, Parent shall cause Purchaser (and the Company shall cooperate with Parent and Purchaser subject to Section 6.02(e)) to commence (within the meaning of applicable rules under Rule 14d-2 of the Securities Exchange Act of 1934Act), as amended promptly as reasonably practicable after the date of this Agreement but in no event more than ten (such Act 10) Business Days thereafter, an offer to purchase all outstanding shares of Company Common Stock (including the associated rights to purchase shares of capital stock of the Company (“Rights”) issued pursuant to that certain Shareholder Rights Plan dated as of December 23, 2006, by and between the rules Company and regulations promulgated thereunder being referred to herein Wxxxx Fargo Bank, National Association, as Rights Agent (the "Exchange Act"“Rights Plan”)) (each such share of Company Common Stock, together with the associated Rights, a “Share” and will collectively, “Shares”) at a price of $19.50 per Share, net to the sellers in good faith pursue an exchange offer (the "Offer") to acquire all of the issued and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (the "New Notes") to be issued under an indenture in the form of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note cash (such amount, or any greater amount per Old Notes Share paid pursuant to the Offer, the "Per Note Amount"“Offer Price”). Subject to Promptly after the Company's and later of: (i) the Holders' right earliest date as of termination set forth in Section 7.01, the obligation of the Company to consummate the Offer and which Parent is permitted under applicable Law to accept for exchange Old Notes payment Shares tendered pursuant to the Offer shall be subject only to and (ii) the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions earliest date as of which each of the Tender Offer without the consent of the Holders; providedConditions shall have been satisfied or waived (and in any event in compliance with Rule 14e-1(c)), however, the Company may waive any condition or amend the terms and conditions of the Offer to the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the OfferPurchaser shall, and the Offer may be extended by the Company (1) Parent shall cause it to, accept for any period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offerpayment, and pay for (2) after giving effect to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offerrequired withholding Tax), the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes all Shares validly tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended and not withdrawn (the "Securities Act"time and date of acceptance for payment, the “Acceptance Date”).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 7.01 Article IX, and none subject to the prior satisfaction or waiver (if and to the extent that such waiver is permitted by the GRAMF) of the events conditions set forth in Annex C II hereto shall have occurred and be continuingSection 4.2(c), as promptly as practicable, but in no event later than 15 business days, after Holdco shall (or shall cause another direct or indirect wholly owned Subsidiary of Holdco to) file the date hereof, Offer with (i) the Company shall commence French Financial Market Authority (AUTORITE DES MARCHES FINANCIERS) (the "AMF") within the meaning of applicable rules under the Securities Exchange Act General Rules of 1934the AMF, as may be amended (such Act and the rules and regulations promulgated thereunder being referred from time to herein as the "Exchange Act")) and will in good faith pursue an exchange offer time (the "OfferGRAMF") , which term shall be deemed to acquire all include any other relevant rules, instructions and/or recommendations of the issued AMF), and outstanding Old Notes in exchange for $367.96271 principal amount of the Company's 8% Senior Subordinated Secured Notes Due 2008 (ii) Belgian Banking, Finance, and Insurance Commission (COMMISSION BANCAIRE, FINANCIERE, ET DES ASSURANCES) (the "New NotesCBFA") to be issued under an indenture in ). Following approval by the form of Annex A hereto, and 126.82448 shares AMF of the Company's Series A Convertible Preferred Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 terms of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant to the Offer, the "Per Note Amount"). Subject to the Company's Tender Offer Prospectus filed by Holdco (NOTE D'INFORMATION) and the Holders' right of termination set forth in Section 7.01Tender Offer Prospectus filed by Euronext (NOTE EN REPONSE), Holdco shall commence, within the obligation meaning of the Company to consummate GRAMF and the Offer and to accept for exchange Old Notes tendered pursuant to the Offer shall be subject only to the conditions set forth in Annex C hereto. The Company shall not waive any such condition or make any changes in the terms and conditions of the Offer without the consent of the Holders; providedrelevant Belgian regulations, however, the Company may waive any condition or amend the terms and conditions of the Offer to exchange each Euronext Share for 0.98 of a share of Holdco Common Stock (the extent such waiver "STANDARD STOCK AMOUNT") and (euro)21.32 in cash (the "STANDARD CASH AMOUNT" and, together with the Standard Stock Amount, the "MIXED OFFER CONSIDERATION" (OFFRE MIXTE PRINCIPALE)) with an option to receive in the Offer (including in any subsequent offering period (PERIODE DE REOUVERTURE DE L'OFFRE)), in lieu of the Mixed Offer Consideration, the Stock Election Consideration (in the OFFRE D'ECHANGE SUBSIDIAIRE) or amendment relates the Cash Election Consideration (in the OFFRE D'ACHAT SUBSIDIAIRE), as each may be adjusted pursuant to matters ministerial or administrative in nature with respect this Section 1.1. In the event that Holdco shall cause a Subsidiary of Holdco to file and commence the Offer, each reference to Holdco in this Article I and ANNEXES II and III shall be deemed, where applicable, to refer to such Subsidiary. For the Offer may be extended by the Company (1) for any period to the extent required by law or by any ruleavoidance of doubt, regulation, interpretation or position none of the Securities and Exchange Commission (Mixed Offer Consideration, the "SEC") Stock Election Consideration or the staff thereof applicable to the Offer, and (2) to any date not exceeding the 75th day following the date on which the Offer is commenced (the "Final Expiration Date") if (x) immediately prior to the expiration Cash Election Consideration shall be reduced as a result of the Offer any condition to the Offer shall not be satisfied and (y) the board of directors payment by Euronext of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company shall extend the Offer pursuant to clause (2) at the request of the Holders to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and subject to the foregoing right to extend the Offer, the Company shall issue the New Notes and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered pursuant to the Offer as soon as practicable after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) of the Securities Act of 1933, as amended (the "Securities Act")Special Euronext Distribution.

The Offer. (a) Provided that Subject to the conditions of this Agreement Agreement, Merger Sub shall, and Parent shall not have been terminated cause Merger Sub to, use commercially reasonable efforts to commence within three (3) Business Days (and in accordance with Section 7.01 any event Merger Sub shall, and none of the events set forth in Annex C hereto Parent shall have occurred and be continuingcause Merger Sub to, as promptly as practicable, but in no event later than 15 business days, after the date hereofcommence within ten (10) Business Days), the Company shall commence (Offer within the meaning of the applicable rules under and regulations of the Securities and Exchange Commission (the “SEC”). The obligations of Merger Sub to, and of Parent to cause Merger Sub to, accept for payment, and pay for, any shares of the Company Common Stock tendered pursuant to the Offer are subject only to the conditions set forth in Exhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) business day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Securities Exchange Act of 1934, as amended (such Act and together with the rules and regulations promulgated thereunder being referred to herein as thereunder, the "“Exchange Act"”)) and will ). Merger Sub expressly reserves the right in good faith pursue an exchange offer (its sole discretion to waive, in whole or in part, any condition to the "Offer") to acquire all Offer or modify the terms of the issued and outstanding Old Notes in exchange for $367.96271 principal amount Offer, except that, without the written consent of the Company's 8% Senior Subordinated Secured Notes Due 2008 , Merger Sub shall not (i) reduce the "New Notes") to be issued under an indenture in the form number of Annex A hereto, and 126.82448 shares of the Company's Series A Convertible Preferred Company Common Stock having the designations set forth in Annex B hereto (the "New Preferred Stock"), per $1,000 of principal amount of Old Note (such amount, or any greater amount per Old Notes paid pursuant subject to the Offer, the "Per Note Amount"). Subject to the Company's and the Holders' right of termination set forth in Section 7.01, the obligation of the Company to consummate (ii) reduce the Offer and to accept for exchange Old Notes tendered pursuant to Price, (iii) waive or amend the Offer shall be subject only Minimum Tender Condition, (iv) add to the conditions set forth in Annex Exhibit C heretoor modify any condition set forth in Exhibit C in any manner adverse to the holders of the Company Common Stock, (v) except as otherwise provided in this Section 1.01(a), extend the Offer, (vi) change the form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of the Company Common Stock. The Company shall not waive any such condition or make any changes parties hereto agree to cooperate in good faith to modify the terms and conditions of the Offer without as and if required by the consent SEC. Notwithstanding any provision of this Agreement to the Holders; providedcontrary, however, the Company may waive any condition or amend the terms and conditions of Merger Sub shall extend the Offer to for the extent such waiver or amendment relates to matters ministerial or administrative in nature with respect to the Offer, and the Offer may be extended by the Company (1) for any minimum period to the extent required by law or by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") SEC or the staff thereof applicable to the Offer); provided, however, that Merger Sub shall not be required to, and (2) Parent shall not be required to any date not exceeding the 75th day following the date on which cause Merger Sub to, extend the Offer is commenced (beyond the "Final Expiration Outside Date") . In addition, unless this Agreement has been terminated in accordance with its terms, if (x) immediately prior to at the otherwise scheduled expiration date of the Offer any condition to the Offer is not satisfied, Merger Sub shall, and Parent shall cause Merger Sub to, extend the Offer for one (1) or more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be agreed by the Company); provided, however, that Merger Sub shall not be satisfied required to, and (y) Parent shall not be required to cause Merger Sub to, extend the board of directors Offer beyond the Outside Date. Upon the mutual written consent of the Company (the "Board of Directors") determines there is a reasonable basis to believe that such condition could be satisfied within such period; provided further that the Company parties hereto, each in its sole discretion, Merger Sub shall extend the Offer on one or more occasions for an aggregate period of not more than ten (10) Business Days each to the extent that, on such expiration date, all conditions to the Offer are satisfied but the shares of Company Common Stock that have been validly tendered and not validly withdrawn pursuant to clause the Offer, considered together with all other shares of Company Common Stock owned by Parent and its subsidiaries, shall constitute less than ninety percent (290%) at the request of the Holders outstanding shares of Company Common Stock. If all of the conditions set forth in Exhibit C are satisfied but the number of shares of the Company Common Stock that have been validly tendered and not withdrawn in the Offer and accepted for payment, together with any shares of the Company Common Stock then owned by Parent or Merger Sub, is less than ninety percent (90%) of the outstanding shares of the Company Common Stock, Merger Sub may in its sole discretion make available one (1) or more “subsequent offering periods”, in accordance with Rule 14d-11 of the Exchange Act, of not less than ten (10) Business Days and not more than twenty (20) Business Days in the aggregate for all subsequent offering periods. On the terms and subject to a date not later than the Final Expiration Date. Assuming the prior satisfaction or waiver of the conditions of the Offer and this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, accept and pay for (subject to the foregoing right any withholding of Tax pursuant to extend the Offer, Section 2.02(h)) all shares of the Company shall issue the New Notes Common Stock validly tendered and the New Preferred Stock, rounded down to the nearest whole dollar and whole share, respectively, in exchange for Old Notes tendered not validly withdrawn pursuant to the Offer as soon as practicable that Merger Sub becomes obligated to purchase pursuant to the Offer promptly after the Consummation Date. The Offer shall be conducted in a manner that will make it exempt from registration under Section 3(a)(9) expiration of the Securities Act of 1933, Offer (as amended (the "Securities Act"it may be extended and re-extended in accordance with this Section 1.01(a)). Nothing contained in this Section 1.01(a) shall affect any termination rights in Article VIII.