Common use of Company Action Clause in Contracts

Company Action. The Board, at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and represents and warrants that the Company Board of Directors, at a meeting duly called and held on June 10February 11, 20082002, has unanimously (i) determined that this Agreement, the Transaction Agreements to which Offer, the Company or any Subsidiary is a party Merger and the Transactions applicable to the Company or any Subsidiary other transactions contemplated hereby, taken together, are at a price and on terms fair to, advisable and in the best interests of the Company and the Subsidiaries, Company Stockholders; (ii) approved, adopted and declared advisable the Transaction Agreements voted to which the Company or any Subsidiary is a party (A) approve this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth Merger, and (B) recommend acceptance and approval by the Company Stockholders of this Agreement, the Offer, the Merger and the other transactions contemplated hereby and by the Transaction Documents and that such holders tender their Company Common Shares in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), Offer; (iii) approved Purchaser took all other action necessary and its “affiliates” advisable to render the Company Rights Agreement inapplicable to the Transaction Documents, the Offer and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCLMerger, (iv) resolved to recommend without any payment to the holders of the Remaining Shares Rights; and (iv) took all actions necessary and advisable to render inapplicable to each of the Preferred Stock transactions contemplated by the Transaction Documents the provisions of any Antitakeover Laws. Subject to Section 6.4(c), the Company consents to the inclusion of such recommendations and approvals in the Offer Documents. The Company shall not withdraw, modify or fail to reaffirm such recommendations and approvals in any manner inconsistent with Section 6.4(c). The Company hereby represents and warrants that the Independent Advisor has delivered to the Company Board of Directors its written Fairness Opinion that, subject to the various assumptions and qualifications set forth therein, as of the date of the Fairness Opinion, the consideration to be received by the Company Stockholders pursuant to this Agreement, the Offer and the Merger is fair from a financial point of view to such holders (other than Parent and its affiliates). The Company has been authorized by the Independent Advisor to permit, subject to the prior review and consent of the Independent Advisor and its counsel (such consent not to be unreasonably withheld), the inclusion of the Fairness Opinion in the Offer Documents, the Schedule 14D-9 (as defined below) and the Proxy Statement. The Company represents and warrants that it has been advised by each of its directors and executive officers that they accept the Tender Offer and intend to tender their shares all Company Common Shares beneficially owned by them to Merger Sub pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Stockholders Agreement and the Transactions applicable transactions contemplated hereby and thereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Stockholders Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby and thereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the requirements of the General Corporation Law of the State of Delaware (the "DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock "), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in including, without limitation Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, DGCL and (iviii) resolved to recommend to its stockholders that they tender their Shares in the Offer and vote to approve and adopt this Agreement. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer. From and after the date of this Agreement, all such information concerning the Company's record holders and, to the extent known, beneficial holders, shall be made available to Merger Sub. Subject to the requirements of applicable laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, the Merger and the other transactions contemplated by this Agreement, Parent and Merger Sub shall, until consummation of the Offer, hold in confidence the information contained in any of such labels and lists, shall use such information only in connection with the Offer, the Merger and the other transactions contemplated by this Agreement and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company all copies of such information then in their possession or under their control. The Company further represents that Broadview International LLC has delivered to the Company's Board of Directors a written opinion that, as of the date of this Agreement, the Merger Consideration to be received by the holders of the Remaining Shares pursuant to each of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend Merger is fair to the holders of Shares from a financial point of view (the 12% Senior Notes "Fairness Opinion"). The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in Section 1.02(a)(iii), and the Company shall not withdraw or modify such recommendation in any manner adverse to Merger Sub or Parent except as provided in Section 5.04(b). The Company has been advised by its directors that they accept the Exchange Offer and currently intend either to tender their notes all Shares beneficially owned by them to Merger Sub pursuant to the Exchange Offer, Offer or to vote such Shares in favor of the approval and (vi) resolved to recommend to adoption by the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party of this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktransactions contemplated hereby.

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's stockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 requirements of the DGCL, and (iviii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Needham & Company, Inc. has delivered to the Company's Board of Dxxxxxxxs its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of shares of Company Common Stock (other than Parent, Merger Sub or their affiliates) from a financial point of view. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the Remaining Shares names and addresses of all holders of shares of Company Common Stock and lists of securities positions of shares of Company Common Stock held in stock depositories, in each case true and correct as of the Preferred Stock that they accept most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Tender Offer. Subject to the requirements of applicable law and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Sub and each of their respective affiliates and associates shall (a) hold in confidence the information contained in any of such labels and lists, (b) use such information only in connection with the Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, Merger and (vic) resolved to recommend to if the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary Agreement is a party and the Transactions applicable terminated, promptly deliver to the Company or any Subsidiary, including the amendments set forth all copies of such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktheir possession.

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and represents that the Company's Board of Directors, at a meeting duly called and held on June 10held, 2008has, has unanimously by the unanimous vote of all directors present, (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary Company's shareholders and are advisable and in the best interests of the Company and the Subsidiariesits shareholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, subject requirements of the PRGCL and has also taken such action as is necessary to any additional Board approvals as may be necessary in connection with Section 7.13 render inapplicable to approve this Agreement and adopt, if applicable, the final form Transaction Support Agreements and the transactions contemplated hereby and thereby the provisions of Article TENTH of the Company's Certificate of Designations of Series B-1 Preferred Stock Incorporation and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend acceptance of the Offer and, to the extent required by applicable Law, approval and adoption of this Agreement and the Merger by its shareholders. The Company further represents that UBS Warburg, L.L.C. ("UBS WARBURG") has delivered to the Company's Board of Directors its oral opinion (to be promptly confirmed in writing) that the consideration to be paid in the Offer and the Merger is fair to the holders of the Remaining Shares shares of the Preferred Company Common Stock (other than Parent or any of its Affiliates) from a financial point of view. The Company has not been advised by any of its directors or executive officers who own shares of Company Common Stock that they accept the Tender Offer and such director or executive officer does not intend to tender their his or her shares of Company Common Stock pursuant to the Tender Offer. In connection with the Offer, the Company will, or will cause its transfer agent to, promptly furnish Parent with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of shares of Company Common Stock and lists in the Company's possession or control of securities positions of shares of Company Common Stock held in stock depositories, in each case as of a recent date, and will provide to Parent such additional information (vincluding updated lists of shareholders, mailing labels and lists of securities positions) resolved to recommend and such other assistance as Parent may reasonably request in connection with the Offer. Subject to the holders requirements of applicable Laws, and, except for such steps as are necessary to disseminate the 12% Senior Notes that they accept Schedule TO and the Exchange Offer Documents and any other documents necessary to consummate the Offer and tender the transactions contemplated by this Agreement, Parent and Purchaser shall hold in confidence the information contained in any such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated, shall, upon request, destroy all copies of such information then in their notes pursuant possession (and certify such destruction to the Exchange OfferCompany), and (vi) resolved to recommend except to the stockholders of the Company extent that such information can be shown to approve and adopt the Transaction Agreements to which the Company have been previously known on a nonconfidential basis by Parent or any Subsidiary is a party and the Transactions applicable to the Company or any SubsidiaryPurchaser, including the amendments set forth in the Amendment to the Certificate public domain through no fault of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockParent or Purchaser or later Lawfully acquired by Parent or Purchaser on a nonconfidential basis.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 10February 21, 20082000 (the "February 21 Meeting"), has unanimously (iwith one director having recused himself) (A) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including, without limitation, each of the Offer and the Merger (the "Transactions"), are fair to the Company or any Subsidiary are and in the best interests of the Company holders of Shares, (B) approved and adopted this Agreement and the SubsidiariesTransactions, (iiC) approvedresolved to recommend, adopted and declared advisable subject to the Transaction Agreements to which conditions set forth herein, that the stockholders of the Company or any Subsidiary is a party accept the Offer and approve and adopt this Agreement and the Transactions applicable and (D) took all action necessary to render the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined limitations on business combinations contained in Section 203 of the DGCLDGCL inapplicable to this Agreement and the transactions contemplated hereby; (ii) becoming “interested shareholders” within Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation ("DLJ") has delivered to the meaning of Section 203 of Board a written opinion that the DGCL, (iv) resolved consideration to recommend to be received by the holders of the Remaining Shares pursuant to each of the Preferred Stock Offer and the Merger is fair to such holders from a financial point of view; and (iii) the Board, at the February 21 Meeting, determined upon receipt of the opinion referred to in clause (ii) of this sentence that the terms of the Offer (including the Per Share Amount) are fair to, and in the best interests of, the Company and the holders of Shares. The Company has been authorized by DLJ, subject to prior review by such financial advisor, to include such fairness opinion (or references thereto) in the Offer Documents and in the Schedule 14D-9 (as defined in paragraph (b) of this Section 2.2), the Proxy Statement and the Section 14(c) Information Statement (as defined in Section 4.7). Subject to the fiduciary duties of the Board under applicable law after taking into account the advice of the Company's outside legal counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described above. The Company has been advised by each of its directors and executive officers that they accept the Tender Offer and intend either to tender their shares all Shares beneficially owned by them to Merger Sub pursuant to the Tender Offer, (v) resolved Offer or to recommend to the holders vote such Shares in favor of the 12% Senior Notes that they accept the Exchange Offer approval and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to adoption by the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party of this Agreement and the Transactions applicable Transactions; provided, however, that such directors and executive officers shall have no obligation under this Agreement to the Company so tender or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockvote their Shares if this Agreement is terminated.

Company Action. (a) The Board, at a meeting duly called Company hereby approves of and held on June 10, 2008, has unanimously consents to the Offer and the Merger and represents and warrants that (i) determined that the Transaction Agreements Board has, subject to the terms and conditions set forth herein, adopted final and binding resolutions, which have not been amended or repealed, pursuant to which the Company or any Subsidiary is a party Board (A) determined that this Agreement, and the Transactions applicable to transactions contemplated hereby and thereby, including the Company or any Subsidiary Offer and the Merger, are fair to, and in the best interests of, the stockholders of the Company Company, (B) approved and adopted this Agreement, and the Subsidiaries, Stockholders Agreement (iidefined herein) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable transactions contemplated hereby and thereby, including without limitation, the Merger and the acquisition of Shares by Parent or Acquisition pursuant to the Company or any Subsidiaryoptions granted by the Stockholders under the Stockholders Agreement, including and such approval (the amendments set forth in "Section 203 Approval") constitutes the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations approval of the Senior Preferred Stock and foregoing for the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning purposes of Section 203 of the Delaware General Corporation Law ("DGCL"), (ivC) resolved taken all necessary action to recommend avoid the occurrence of a "Distribution Date" (as defined in the Rights Agreement referred to in Section 2.8) with respect to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange OfferRights, and (viD) resolved to recommend to recommended that the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and, if required by law, approve and adopt this Agreement and the Transaction Agreements Merger (provided, however, that subject to which the provisions of Section 5.3 such recommendation may be withdrawn, modified or amended in connection with a Superior Proposal (as defined in Section 5.3)) and (ii) PaineWebber Incorporated and TM Capital Corp. have each delivered to the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of the Shares (other than the Parent, GP, Acquisition and their affiliates) pursuant to the Offer and Merger is fair to such holders from a financial point of view. Subject only to the provisions of Section 5.3, the Company or any Subsidiary is a party and the Transactions applicable hereby consents to the Company or any Subsidiary, including the amendments set forth inclusion in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations Offer Documents of the Senior Preferred Stock and the Amendment to the Certificate of Designations recommendation of the Junior Preferred StockBoard described in the immediately preceding sentence.

Company Action. (a) The Company hereby approves and consents to the Offer and represents that its Board of Directors (the “Company Board”), at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including the Company or any Subsidiary Offer and the Merger, are advisable and are in the best interests interest of the Company and the SubsidiariesCompany’s shareholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer and the Amendment to Merger, and the Certificate of IncorporationShareholder Agreements and the transactions contemplated thereby, such that the Offer, the Amended and Restated By-lawsMerger, the Amendment to the Certificate of Designations of the Senior Preferred Stock this Agreement and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval other transactions contemplated hereby and adoption having been made in accordance with the DGCL, thereby are not and shall not be subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve state takeover statutes, and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend acceptance of the Offer and, to the extent required by applicable law, approval and adoption of this Agreement and the Merger by the Company’s shareholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the “Company Recommendation”). The Company further represents that Gxxxxxx Sachs & Co. has rendered to the Company Board its opinion that the $31.00 in cash to be received by the holders of Shares in the Remaining Shares of the Preferred Stock that they accept the Tender Offer and the Merger is fair from a financial point of view to such holders. The Company has been advised that all of its directors and executive officers presently intend to tender their shares Shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange OfferShareholder Agreements. The Company will promptly furnish Parent and Merger Sub with a list of its shareholders, mailing labels and (vi) resolved to recommend to any available listing or computer file containing the stockholders names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the Company most recent practicable date, engage a third party solicitor on customary terms for the purpose of contacting all record holders of Shares regarding the Offer and provide to approve Parent and adopt Merger Sub such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Sub may reasonably request in connection with the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The Company hereby approves of and -------------- consents to the Offer and the Merger and represents that (i) the Company Board, at a meeting duly called and held on June 10December 17, 20081995 (the "December 17 Meeting"), has (A) duly and unanimously adopted resolutions (ix) determined that the Transaction Agreements to which the Company or any Subsidiary is a party approving and adopting this Agreement and the Transactions applicable transactions contemplated hereby, (y) determining that this Agreement and the transactions contemplated hereby, including, without limitation, each of the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the stockholders of the Company and (z) recommending that the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which stockholders of the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptadopt this Agreement, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (viB) resolved taken all other action necessary to recommend render Section 203 of the DGCL inapplicable to this Agreement, the Offer, the Merger, the Stock Option and Tender Agreement and any purchase of shares of Common Stock by Parent or Purchaser pursuant to this Agreement and the Stock Option and Tender Agreement; and (ii) Xxxxxx Brothers Inc. ("Xxxxxx") has rendered to the stockholders Company Board its opinion, that the consideration to be received by the holders of shares of Common Stock pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view, and a complete and correct signed copy of such opinion promptly upon receipt will be delivered to Parent. The Company has been authorized by Xxxxxx, subject to prior review by such financial advisor, to permit such fairness opinion (or references thereto) to be included in the Offer Documents and in the Schedule 14D-9 (as defined in paragraph (b) of this Section 1.2) and the Proxy Statement (as defined in Section 6.1(c)) or the Information Statement (as defined in Section 2.2). Subject to the Company Board's fiduciary duty under applicable law and the provisions of this Agreement, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company Board described above. The Company has been advised by each of its directors that they intend to approve and adopt the Transaction Agreements tender all shares of Common Stock beneficially owned by them to which the Company or any Subsidiary is a party and the Transactions applicable Purchaser pursuant to the Company or any SubsidiaryOffer or, including where applicable, otherwise sell such shares to Parent in accordance with the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended Stock Option and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockTender Agreement.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Merger and represents and warrants that the Board, including all of the independent directors of the Company, at a meeting duly called and held on June 10October 12, 20082000, has, subject to the terms and conditions set forth herein, adopted resolutions, which are not conditional and have not been amended or repealed, pursuant to which the Board has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including the Company or any Subsidiary Offer and the Merger, are fair to, and in the best interests of, the stockholders of the Company and the SubsidiariesCompany, (ii) approved, adopted declared that the Merger is advisable and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions transactions contemplated hereby, including the Offer and the Merger, in all respects and such approval constitutes prior approval of the Offer, this Agreement and the Merger for purposes of Section 3-105(b) of the Maryland General Corporation Law (the "MGCL") and similar provisions of any other similar state statutes that might be deemed applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )transactions contemplated hereby, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock recommended that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company accept the Offer, tender their Shares thereunder to Acquisition and, if required by law, approve and adopt this Agreement and the Transaction Agreements to which Merger; and in addition that the Company or any Subsidiary is a party and the Transactions applicable consents, subject to Section 5.4, to the Company or any Subsidiary, including the amendments set forth inclusion of such recommendation and approval in the Amendment Offer Documents, (iv) agreed to take all actions to amend the Option Plans in the manner contemplated by this Agreement, (v) caused the transactions contemplated by this Agreement not to be governed by the provisions of Subtitles 6 and 7 of Title 3 of the MGCL, and (v) approved the Option Agreement (as hereinafter defined), authorized the classification of the Series B Preferred Stock (as hereinafter defined), the filing of Articles Supplementary with respect to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Series B Preferred Stock and the Amendment to the Certificate of Designations issuance of the Junior Series B Preferred StockStock to Acquisition upon exercise of the Option in the manner described in the Option Agreement.

Company Action. (a) The Board, Company hereby consents to the Offer and represents that at a meeting duly called and held on June 10prior to the execution of this Agreement at which all directors of the Company were present, 2008, has the Company Board duly and unanimously adopted resolutions (i) determined declaring that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany’s stockholders, (ii) approved, adopted approving and declared declaring advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCLrequirements of the Delaware Law, subject and (iii) recommending that the Company’s stockholders accept the Offer and tender their Company Shares to any additional Board approvals as may be necessary in connection with Section 7.13 Merger Subsidiary pursuant to approve and adoptthe Offer and, if applicable, vote in favor of the final form adoption of Certificate this Agreement (such recommendation, the “Board Recommendation”). The Company hereby consents to the inclusion of Designations of Series B-1 Preferred Stock the foregoing determinations and approvals in the Certificate of Designations of Series B-2 Preferred Stock Offer Documents and, to the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 7.03(b), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 the Company hereby consents to the inclusion of the DGCL) becoming “interested shareholders” within Board Recommendation in the meaning of Section 203 Offer Documents. As of the DGCLdate hereof, (iv) resolved the Company has been advised that all of its directors and executive officers who own Company Shares intend to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares Company Shares pursuant to the Tender Offer. The Company shall promptly furnish Parent with a list of its stockholders, (v) resolved to recommend to mailing labels and any available listing or computer file containing the names and addresses of all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case true and complete as of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offermost recent practicable date, and shall provide to Parent such additional information (viincluding updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Parent may reasonably request in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The Board, at a meeting duly called Company approves of and held on June 10, 2008, consents to the Tender Offer and represents and warrants that the Special Committee and the Board each has unanimously adopted (with two directors not voting) resolutions in which it has (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated by it are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesits stockholders (other than Parent and its affiliates), (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated by it, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Tender Offer and the Amendment to Merger (described in Article 2), and declared that both the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock Tender Offer and the Certificate of Designations of Series B-2 Preferred Stock )Merger are advisable, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 directed that if approval of the DGCL) becoming “interested shareholders” within Merger by the meaning Company's stockholders is required by applicable law or by the rules of Section 203 a stock exchange or securities quotation system on which the Common Stock is listed or quoted in order to carry out the Merger, the Merger be submitted for consideration at an annual or special meeting of the DGCL, stockholders and (iv) resolved determined to recommend to that the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer Company’s stockholders (other than Parent and its subsidiaries) tender their shares pursuant in response to the Tender Offer, (v) resolved and, if approval of the Merger by the Company's stockholders is required by applicable law or by the rules of a stock exchange or securities quotation system on which the Common Stock is listed or quoted in order to carry out the Merger, to recommend that the Company’s stockholders vote any shares of Common Stock they still own in favor of approving the Merger. However, notwithstanding anything contained in this paragraph (a) or elsewhere in this Agreement, if the Special Committee or the Board, after consultation with counsel to the holders Special Committee about the duties of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders members of the Company Special Committee and of all the directors, determines in good faith to approve and adopt withdraw or modify the Transaction Agreements recommendation, because the failure to which do so could reasonably be expected to be inconsistent with the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations duties of the Senior Preferred Stock and the Amendment to the Certificate of Designations members of the Junior Preferred StockSpecial Committee or of the members of the entire Board of Directors under applicable law, that withdrawal or modification will not constitute a breach of this Agreement.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger (such approval and adoption having been made defined below in accordance with the DGCLSection 2.1), subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate Stockholder Option Agreement, dated as of Designations of Series B-2 Preferred Stock March 29, 1999 (the "STOCKHOLDER OPTION AGREEMENT"), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to among the stockholders of the Company to approve that are named therein ("STOCKHOLDERS") and adopt the Transaction Agreements to which the Company or any Merger Subsidiary is a party and the Transactions applicable transactions contemplated thereby, are advisable and are fair to and in the Company or any Subsidiarybest interest of the Company's stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the amendments set forth Offer and the Merger, and the Stockholder Option Agreement and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the General Corporation Law of the State of Delaware (the "DELAWARE LAW") such that the Offer, the Merger, the Stockholder Option Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of Delaware Law, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Credit Suisse First Boston Corporation ("CSFB") has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Amendment Offer and the Merger is fair to the Certificate holders of Incorporation, the Amended Company Shares (as defined below in Section 2.2(c)) from a financial point of view. The Company has been advised that all of its directors and Restated By-laws, the Amendment executive officers presently intend either to tender their Shares pursuant to the Certificate of Designations Offer or to vote in favor of the Senior Preferred Stock Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, mailing labels and any available listing or computer file containing the Amendment to the Certificate names and addresses of Designations all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the Junior Preferred Stockmost recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the Offer.

Company Action. (a) The Company hereby consents to the Offer and represents that its board of directors (the “Company Board”), at a meeting duly called and held on June 10, 2008prior to the execution of this Agreement, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany’s stockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve requirements of Delaware Law and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 recommended acceptance of the DGCL) becoming Offer by the Company’s stockholders and the Stockholder Approval (such recommendation, the “interested shareholders” within Board Recommendation”). Except to the meaning of extent permitted by Section 203 7.04(b), the Company hereby represents that no Adverse Recommendation Change has occurred. The Company hereby consents to the inclusion of the DGCLforegoing determinations and approvals in the Offer Documents and, (iv) resolved to recommend the extent that no Adverse Recommendation Change shall have occurred in accordance with Section 7.04(b), the Company hereby consents to the inclusion of the Board Recommendation in the Offer Documents. The Company further represents that Nxxxxxx & Company, LLC has delivered to the Company Board its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of the Remaining Company Shares from a financial point of the Preferred Stock view. The Company has been advised that they accept the Tender Offer its directors and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer executive officers and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the certain stockholders of the Company have agreed to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable tender their Tender Shares pursuant to the Company or any Subsidiary, including the amendments set forth in the Amendment Offer pursuant to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations terms of the Senior Preferred Stock Tender and Support Agreement. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the Amendment to the Certificate names and addresses of Designations all record holders of Tender Shares and lists of securities positions of Tender Shares held in stock depositories, in each case true and correct as of the Junior Preferred Stock.most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in order to disseminate the Offer as required by Applicable Law. Subject to Applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger, Parent and Merger Subsidiary (and their respective agents) shall:

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that the Board, at a meeting duly called and held on June 10May 13, 20082002, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including each of the Company or any Subsidiary Offer and the Merger, and the transactions contemplated by the Stockholder Agreements (collectively, the "TRANSACTIONS"), are fair to, and in the best interests of, the holders of the Company and the SubsidiariesShares, (iiB) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof), (C) resolved to recommend that the DGCLholders of Shares accept the Offer and tender Shares pursuant to the Offer, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptand, if applicable, vote to adopt this Agreement, subject, in the final form case of Certificate (C), to the right of Designations the Board to withhold, withdraw, amend, change or modify its recommendation in accordance with the terms of Series B-1 Preferred Stock Section 7.05 hereof and (D) authorized the Company to take all actions referred to in Section 4.17 hereof. To the extent that such recommendation of the Board is not so withheld, withdrawn, amended, changed or modified, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Certificate of Designations of Series B-2 Preferred Stock )Company shall not withhold, (iii) approved withdraw, amend, change or modify such recommendation in any manner adverse to Purchaser and its “affiliates” and “associates” (each or Parent except as defined provided in Section 203 of 7.05 hereof. Notwithstanding any withdrawal, amendment, change or modification to such recommendation, the DGCL) becoming “interested shareholders” within Company shall, subject to Sections 7.01 and 9.01 hereof, submit this Agreement and the meaning of Section 203 of the DGCL, (iv) resolved to recommend Transactions to the holders of the Remaining Shares of the Preferred Stock for their approval. The Company has been advised by its directors and executive officers that they accept the Tender Offer and intend to tender their shares all Shares beneficially owned by them to Purchaser pursuant to the Tender OfferOffer and, (v) resolved if applicable, to recommend sell such Shares to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes Purchaser pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockStockholder Agreement.

Company Action. (a) The Board, at a meeting duly called and held on June 10, 2008, has unanimously Company represents that (i) determined the Board of Directors of the Company (the "Board of Directors") has by unanimous vote of those present at the meeting at which the Offer and the Merger were considered duly approved the Offer and the Merger and this Agreement and has resolved to recommend acceptance of the Offer and approval of the Merger by the Company's shareholders; (ii) the affirmative vote of the holders of record of at least two-thirds of the Shares outstanding on the record date for the Special Meeting (defined below) and entitled to vote (the "Requisite Shareholder Approval") is the only vote of the holders of any class or series of the capital stock of the Company required to approve the Merger; and (iii) the Company has taken all necessary actions so that the Transaction Agreements provisions of Article Eleven of the Company's Articles of Incorporation will not apply to which this Agreement, the Offer, the Merger, or the acquisition of Shares by Parent or Sub pursuant to this Agreement. In addition, the Company or any Subsidiary is a party and the Transactions applicable represents that it has adopted Amendment No. 2 to the Rights Agreement dated as of October 14, 1988 by and between the Company or any Subsidiary are in and First Alabama Bank as Rights Agent, as amended by the best interests Amendment to Rights Agreement dated as of October 16, 1992 by and between the Company and the SubsidiariesRights Agent (as so amended, (iithe "Rights Agreement") approved, adopted and declared advisable the Transaction Agreements to which that a copy of such Amendment No. 2 has been delivered by the Company to Parent; that as of the date hereof and after giving effect to the execution and delivery of this Agreement, each Right is represented by the certificate representing the associated Share and is not exercisable or transferable apart from the associated Share; that there has not been a "Distribution Date" or "Shares Acquisition Date," and that the Company has taken all necessary actions so that the execution and delivery of this Agreement and the consummation of the Offer and the Merger will not result in the triggering of the provisions of Section 11 or Section 13 of the Rights Agreement or the occurrence of a "Distribution Date" or "Shares Acquisition Date" and will not result in Parent, Sub or any Subsidiary is a party of their affiliates or associates becoming an "Acquiring Person" (as such terms are defined in the Rights Agreement) and that upon consummation of the Offer the Rights will no longer be outstanding and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the former holders of the Remaining Shares Rights will not have any claims or rights thereunder (without any necessity to redeem the Rights to effectuate the foregoing). The Company has been advised that all of the Preferred Stock that they accept the Tender Offer and its directors intend either to tender their shares Shares pursuant to the Tender Offer, Offer or (v) resolved to recommend to solely in the holders case of directors who would as a result of the 12% Senior Notes that they accept tender incur liability under Section 16(b) of the Exchange Offer and tender their notes pursuant Act) to the Exchange Offer, and (vi) resolved to recommend to the stockholders vote in favor of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockMerger.

Company Action. (a) The Board, Company hereby approves of and consents to the Offer and the Merger and represents that at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that prior to the Transaction Agreements to execution of this Agreement at which all directors of the Company or any Subsidiary is a party were present, the Company’s Board of Directors duly and unanimously adopted resolutions (A) declaring that this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company Company’s stockholders, (B) approving and declaring advisable this Agreement and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger, (such approval and adoption having been made in accordance with the DGCL, C) subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock 5.02(f), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of recommending that the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they Company’s stockholders accept the Tender Offer and Offer, tender their shares of Company Common Stock to Merger Sub pursuant to the Tender OfferOffer and, (v) resolved to recommend to the holders extent required to consummate the Merger, adopt this Agreement by action of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to written consent of the stockholders of the Company (such recommendations, the “Board Recommendation”), and (D) directing that the adoption of this Agreement be submitted, as promptly as practicable upon consummation of the Offer, to approve Merger Sub (in its capacity as a stockholder of the Company) and adopt any other stockholders of the Transaction Agreements Company requested by Parent for action by written consent, if required to which consummate the Merger under the DGCL (such actions by the Board of Directors of the Company described in clauses (A) through (D), collectively, the “Board Actions”). Prior to the Expiration Date (as it may be extended hereunder), the Compensation Committee of the Company’s Board of Directors, consisting solely of independent directors, will have taken all such actions as may be required to cause to be exempted under Rule 14d-10(d)(2) under the Exchange Act, any and all employment, compensation, severance and employee benefit agreements and arrangements that have been entered into or granted by the Company or any Subsidiary is a party and of its Subsidiaries before, on or after the Transactions applicable date of commencement of the Existing Offer with or to current or future directors, officers, or employees of the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockits Subsidiaries.

Company Action. (a) The Company approves of and consents to the Tender Offer and represents and warrants that its Board of Directors (the "Board"), at a meeting duly called and held acting on June 10, 2008the recommendation of the Special Committee, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated by it are fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesits stockholders (other than Acquisition and Holdings), (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated by it, including the amendments set forth Acquisition's acquiring 319,168 shares of Common Stock as described in the Amendment to the Certificate of IncorporationParagraph 1.1(a), the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Tender Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger (such approval and adoption having been made described in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock Article 2), and (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders of the Remaining Shares of the Preferred Stock that they Company's stockholders accept the Tender Offer and Offer, tender their shares pursuant in response to the Tender Offer, (v) resolved to recommend to the holders and, if approval of the 12% Senior Notes that they accept Company's stockholders is required by applicable law in order to consummate the Exchange Offer Merger, adopt and tender their notes pursuant to approve this Agreement and the Exchange OfferMerger. Simultaneously with the execution of this Agreement, each of the directors and (vi) resolved to recommend to the stockholders executive officers of the Company has agreed to approve tender and adopt the Transaction Agreements to which the Company sell his or any Subsidiary is a party and the Transactions applicable her shares of Common Stock in response to the Company or any SubsidiaryTender Offer, including the amendments set forth except that directors and executive officers whose sales of their shares in the Amendment response to the Certificate Tender Offer might result in liability under Section 16(b) of Incorporation, the Amended Exchange Act have agreed that if they do not tender and Restated By-laws, the Amendment sell their shares in response to the Certificate of Designations Tender Offer, they will vote their shares in favor of the Senior Preferred Stock and Merger. Notwithstanding anything contained in this subparagraph (a) or elsewhere in this Agreement, if the Amendment Board or the Special Committee, based upon written advice from its respective counsel, determines in good faith to withdraw, modify or amend the Certificate of Designations recommendation, because the failure to do so could reasonably be expected to be a breach of the Junior Preferred Stockdirectors' fiduciary duties under applicable law, neither that withdrawal, modification or amendment, nor any announcement of it (or of an Acquisition Proposal, as that term is defined below), will constitute a breach of this Agreement.

Company Action. (a) The Company hereby consents to the Offer and represents and war- rants that the Board, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable Transactions, including the Offer, the Merger, and the purchase of shares of Company Common Stock and associated Rights contemplated by the Offer, are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's shareholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any SubsidiaryTransactions, including the amendments set forth in the Amendment to the Certificate of IncorporationOffer, the Amended Merger, and Restated By-laws, the Amendment to the Certificate purchase of Designations shares of the Senior Preferred Company Common Stock and associated Rights contemplated by the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Offer, in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 requirements of the DGCL, which approval satisfies in full the requirements of prior approval contained in Section 203(a)(1) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock and associated Rights pursuant to the Offer and approve and adopt this Agreement and the Merger and (iv) resolved to recommend amend the Rights Agreement as contemplated herein. The Company hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 (as defined below) and the Proxy Statement (as defined below) (if any) of such recommendation of the Board. The Company represents that the Board has received the written opinion (the "Bear Xxxxxxx Fairness Opinion") of Bear, ----------------------------- Xxxxxxx & Co. Inc. ("Bear Xxxxxxx"), stating that the proposed consideration to ------------ be received by the holders of the Remaining Shares shares of the Preferred Company Common Stock that they accept the Tender Offer and tender their shares pursuant to the Tender OfferOffer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by Bear Xxxxxxx to permit, (v) resolved to recommend subject to the holders prior review and consent by Bear Xxxxxxx (such consent not to be unreasonably with- held), the inclusion of the 12% Senior Notes Bear Xxxxxxx Fairness Opinion (or a reference thereto) in the Offer Documents and the Schedule 14D-9. The Company has been advised by each of its directors and by each executive officer of the Company who as of the date hereof is actually aware (to the knowledge of the Company) of the Transactions that they accept the Exchange Offer and each such person intends to tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders Offer all shares of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Common Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockowned by such person.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Board, at a meeting duly called and held on June 10April 4, 20081998, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including each of the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company holders of Shares, (B) approved and adopted this Agreement and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock transactions contemplated hereby (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form provisions of Certificate sec.203 of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iiiDelaware Law) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (viC) resolved to recommend to recommended that the stockholders of the Company to accept the Offer and approve and adopt this Agreement and the Transaction Agreements transactions contemplated hereby, and (ii) Morgxx Xxxnxxx, Xxan Xxxxxx, Xxscover & Co. ("Morgxx Xxxnxxx") xas delivered to which the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. Unless the recommendation of the Board has been withdrawn in accordance with Section 6.05, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence and agrees to cause Morgxx Xxxnxxx xx consent to the inclusion of its written opinion in the offering documents forming a part of the Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9"). The Company has been advised by each of its directors and executive officers that they intend either to tender all Shares beneficially owned by them to Purchaser pursuant to the Offer or any Subsidiary is a party to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions transactions contemplated hereby. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC the Schedule 14D-9 containing, unless the recommendation of the Board has been withdrawn in accordance with Section 6.05, the recommendation of the Board described in Section 1.02(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Parent and Purchaser agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to 2 9 take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) The Company shall promptly furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish Purchaser with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Parent, Purchaser or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer or the Merger, Parent and Purchaser shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 8.01, shall deliver to the Company or any Subsidiary, including the amendments set forth all copies of such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktheir possession. ARTICLE II THE MERGER Section 2.01.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's stockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve requirements of the General Corporation Law of the State of Delaware (the "DELAWARE LAW") and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” resolved (each as defined in subject to Section 203 6.04(b)) to recommend acceptance of the DGCLOffer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Credit Suisse First Boston Corporation and CIBC World Markets Corp. (the "COMPANY FINANCIAL ADVISORS") becoming “interested shareholders” within have delivered to the meaning Company's Board of Section 203 of Directors their respective opinions that the DGCL, (iv) resolved consideration to recommend be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company also represents that it has been authorized by the Remaining Shares Company Financial Advisors to permit the inclusion of such opinions in their entirety in the Schedule 14D-9 and the Proxy Statement, so long as such inclusion is in form and substance reasonably satisfactory to the Company Financial Advisors and their counsel. The Company has been advised by each of its directors and by each executive officer who as of the Preferred Stock date hereof is actually aware (to the knowledge of the Company) of the transactions contemplated by this Agreement that they accept the Tender Offer and each such person intends to tender their shares pursuant to the Tender Offer all Shares owned by such person. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and will provide to Parent such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or its agents may reasonably request in connection with the Offer, (v) resolved to recommend . Subject to the holders requirements of applicable law, and except for such steps as are necessary to disseminate the 12% Senior Notes that they accept Offer Documents and any other documents necessary to consummate the Exchange Merger, Parent and Merger Subsidiary and each of their affiliates, associates, employees, agents and advisors shall hold in confidence the information contained in any such lists, labels, listings or files, shall use such information only in connection with the Offer and tender their notes pursuant to the Exchange OfferMerger and, if this Agreement shall be terminated and if the Company so requests, shall deliver, and (vi) resolved shall use their reasonable efforts to recommend cause their affiliates, associates, employees, agents and advisors to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable deliver, to the Company all copies and any extracts or any Subsidiary, including the amendments set forth summaries from such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktheir possession or control.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 1016, 20081997, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including, without limitation, each of the Offer and the Merger (the "Transactions"), are fair to the Company or any Subsidiary are and in the best interests of the Company holders of Shares (other than Parent and its subsidiaries), (B) approved and adopted this Agreement and the SubsidiariesTransactions, including for purposes of satisfying the requirements of Section 203(a)(1) of the Delaware Law with respect to the Transactions, (iiC) approvedtaken all action as may be required by the Company's Restated Certificate of Incorporation (the "Restated Certificate") so that Article VIII, adopted and declared advisable Section A.1 of the Transaction Agreements to which the Company or any Subsidiary Restated Certificate is a party and the Transactions not applicable to the Transactions and, as a result, the supermajority voting requirements of Article VIII, Section A.1 of the Restated Certificate will not apply to this Agreement and the Transactions, (D) to the extent required by that certain letter agreement dated September 1, 1989, as amended January 4, 1993, between the Company or any Subsidiaryand certain of its stockholders, including approved the amendments set forth tender by such stockholders of their Shares for purchase pursuant to the Offer and the sale of such Shares in the Amendment Merger and (E) resolved to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLrecommend, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptthe conditions set forth herein, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to accept the Offer and approve and adopt this Agreement and the Transaction Agreements Transactions, and (ii) Oppexxxxxxx & Xo., Inc. ("Oppexxxxxxx") xas delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by Oppexxxxxxx, xxbject to prior review by such financial advisor, to include such fairness opinion (or references thereto) in the Offer Documents and in the Schedule 14D-9 (as defined in paragraph (b) of this Section 1.02) and the Proxy Statement referred to in Section 4.04. Subject to the fiduciary duties of the Board under applicable law as advised in writing by independent counsel (which shall, for all purposes under this Agreement, include the Company's regular outside counsel), the Company or any Subsidiary is a party and the Transactions applicable hereby consents to the Company or any Subsidiary, including the amendments set forth inclusion in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations Offer Documents of the Senior Preferred Stock and the Amendment to the Certificate of Designations recommendation of the Junior Preferred StockBoard described above.

Company Action. The BoardCompany hereby approves of and consents to the Offer. As soon as practicable on the date of the commencement of the Offer, the Company shall file with the Commission a Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9"), and shall mail the Schedule 14D-9 to the holders of the Shares as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 will at a meeting duly called all times set forth, and held on June 10the Company hereby represents, 2008, that the Board of Directors of the Company has unanimously (ia) determined that the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable Merger (as defined in Section 2.1) are fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesits shareholders, (iib) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger, and (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (ivc) resolved to recommend to acceptance of the Offer and approval and adoption of the Merger and this Agreement by the holders of Shares. The Company shall give the Remaining Shares Parent and its counsel an opportunity to review the Schedule 14D-9 and any amendments or supplements thereto prior to their being filed with the Commission, and shall furnish to Parent and its counsel copies of any comments the Preferred Stock Company may receive from the Commission or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments. Parent, the Purchaser and the Company each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that they accept any such information shall have become false or misleading in any material respect. The Company hereby consents to the inclusion in the Offer Documents and any other Tender Offer and tender their shares Material (as defined in Rule 14d-2(b)(5) adopted pursuant to the Tender OfferSecurities Exchange Act of 1934, as amended (vthe "Exchange Act")) resolved of the recommendation and determinations referred to recommend in this Section 1.2. The Company further represents and warrants that Summit Investment Corporation, financial advisor to the Company (the "Advisor"), has delivered to the Company's Board of Directors its written opinion to the effect that the consideration to be received by the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes Shares pursuant to the Exchange OfferOffer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Advisor to permit the inclusion of such fairness opinion in the Offer Documents and the Schedule 14D-9, and (vi) resolved in the Proxy Statement referred to recommend in Section 3.2.8(c). The Company hereby consents to the stockholders inclusion of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth such fairness opinion in the Amendment to the Certificate of Incorporation, the Amended Offer Documents and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockany other Tender Offer Material.

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and the Merger and represents, warrants and covenants to the LUKOIL Entities that (i) the Company Board (at a meeting duly called and held on June 10, 2008, held) has unanimously by the unanimous vote of all directors present and voting (iA) determined that each of this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable Merger are fair to the Company or any Subsidiary are and in the best interests of the Company Company's stockholders, (B) approved this Agreement and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (Merger, and such approval and adoption having been made in accordance with is sufficient to render the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), restrictions on "business combinations" (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 3-601 of the DGCLMGCL) becoming “interested shareholders” within the meaning of set forth in Section 203 3-602 of the DGCLMGCL inapplicable to this Agreement and the transactions contemplated hereby, including the Offer and the Merger, (ivC) declared the advisability of this Agreement and resolved to recommend to acceptance of the Offer and approval of the Merger by the holders of the Remaining Shares of the Preferred Company Common Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to present the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend Merger to the stockholders of the Company if so required under the MGCL in order to approve complete the Merger, and adopt (D) resolved to elect not to be subject to any "moratorium", "control share acquisition", "business combination", "fair price" or other form of anti-takeover laws and regulations of any jurisdiction that may purport to be applicable to this Agreement or the Transaction Agreements to which transactions contemplated hereby, (ii) the Company Board or any Subsidiary is a party committee of the Company Board that administers any of the Company Equity Plans has resolved that the provisions of each Company Equity Plan that cause all Company Options thereunder to be cancelled and converted at the Effective Time shall be given full force and effect and shall not be waived, and the Transactions applicable Company Board has further authorized and directed each of the executive officers of the Company to take all actions reasonably necessary or appropriate to ensure that, on and after the Effective Time, there will be no Company Options outstanding that may be exercised for shares of capital stock of the Surviving Corporation, which actions, if requested by LUKOIL Americas, shall include the giving of written notice to holders of Company Options that such Company Options will be cancelled and converted at the Effective Time, (iii) the by-laws of the Company contain provisions opting out of the Maryland Control Share Acquisition Act, and (iv) ING Barings LLC ("ING Barings") has delivered to the Company or any SubsidiaryBoard its written opinion dated November 2, including 2000, to the amendments effect that, based upon and subject to the matters set forth in therein and as of the Amendment date thereof, the Merger Consideration to be received by the holders of shares of Company Common Stock pursuant to the Certificate Offer and the Merger is fair to such holders from a financial point of Incorporation, the Amended view. The Company has been advised that all of its directors and Restated By-laws, the Amendment executive officers who own shares of Company Common Stock intend to tender their shares of Company Common Stock pursuant to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. The BoardBoard of Directors of the Company has received the opinion of Willxxx Xxxxx & Xompany, L.L.C. that as of the date of such opinion the consideration to be received by holders of Shares pursuant to the Offer and the Merger is fair to the holders of Shares from a financial point of view, based on certain stated assumptions. The Company has been authorized by Willxxx Xxxxx & Xompany, L.L.C. to permit, subject to prior review and consent by them (such consent not to be unreasonably withheld), the inclusion of such fairness opinion (or a reference thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement referred to in Section 3.12. The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2 (subject to the proviso at the end of the first paragraph of this Section 1.2). The Company hereby approves of and consents to the Offer and represents that, at a meeting duly called and held on June 10held, 2008, has unanimously the Board of Directors of the Company has: (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including, without limitation, the Offer and the Merger, are advisable and fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporationincluding, without limitation, the Amended Offer and Restated By-lawsMerger, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company accept the Offer, tender their Shares thereunder to approve Purchaser and adopt this Agreement (if such approval and adoption are required by the Transaction Agreements DGCL by the holders of the Shares), provided that such recommendation may be withdrawn, modified or amended if, the Board of Directors of the Company by majority vote determines in good faith, based on the advice of outside legal counsel, that the failure to withdraw, modify or amend such recommendation would constitute a breach of fiduciary duty to the Company's stockholders under applicable law. The Company agrees to file with the Commission and mail to its stockholders contemporaneously with the commencement of the Offer a Solicitation/ Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") which shall reflect the actions of the Board of Directors referred to above and shall comply in all material respects with the provisions of applicable federal securities laws. The Company, and Parent and Purchaser with respect to information supplied by either of them for use in the Schedule 14D-9, agree promptly to correct the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect, and the Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and mailed to holders of Shares and any other holders of securities of the Company (if any) to the extent required by applicable federal securities laws. The Offer Documents and the Schedule 14D-9 shall contain the recommendation of the Board of Directors of the Company that the holders of Shares accept the Offer unless the Board of Directors of the Company by majority vote determines in good faith, based on the advice of outside legal counsel, that providing such recommendation would constitute a breach of fiduciary duty to the Company's stockholders under applicable law. In addition, the Company agrees to promptly provide Parent, Purchaser and their counsel in writing with any comments the Company or any Subsidiary is its counsel may receive from time to time from the SEC or its staff. The Company shall promptly furnish Parent or Purchaser with a party list of the record holders of Shares and their addresses, as well as mailing labels containing the Transactions applicable names and addresses of the record holders of Shares and lists of securities positions of Shares held in stock depositories, each 3 7 as of the most recent practicable date, and shall furnish Parent or Purchaser with such additional information, including updated lists of holders of Shares, mailing labels and lists of securities positions, and other assistance as Purchaser or its agents may reasonably request for the purpose of disseminating the Offer Documents and communicating with the record and beneficial holders of Shares with respect thereto. The Company hereby consents to the Company or any Subsidiary, including the amendments set forth inclusion in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations Offer Documents of the Senior Preferred Stock and the Amendment to the Certificate of Designations recommendations of the Junior Preferred Stock.Company's Board of Directors as described in this Section 1.2. 1.3

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) unanimously determined that this Agreement and the Transaction Agreements to which transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), and the Stockholder Option Agreement, dated as of August 25, 1999 (the "Stockholder Option Agreement"), among the stockholders of the Company or any Subsidiary is a party that are named therein ("Stockholders") and Merger Subsidiary, and the Transactions applicable transactions contemplated thereby, are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party unanimously approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLMerger, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Stockholder Option Agreement and the transactions contemplated thereby, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined which approval satisfies in Section 203 of full the DGCL) becoming “interested shareholders” within the meaning requirements of Section 203 of the DGCLGeneral Corporation Law of the State of Delaware (the "Delaware Law"), and (iviii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation ("DLJ") has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of the Remaining Shares from a financial point of the Preferred Stock view. The Company has been advised that they accept the Tender Offer each of its directors and executive officers presently intend either to tender their shares Shares pursuant to the Tender OfferOffer or to vote in favor of the Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, (v) resolved to recommend to mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offermost recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (viincluding, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) unanimously determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger (such approval and adoption having been made defined below in accordance with the DGCLSection 2.1), subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate Stockholder Option Agreement, dated as of Designations of Series B-2 Preferred Stock February 5, 1999 (the "Stockholder Option Agreement"), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to among the stockholders of the Company to approve that are named therein ("Stockholders") and adopt the Transaction Agreements to which the Company or any Subsidiary is a party Merger Subsidiary, and the Transactions applicable transactions contemplated thereby, are fair to and in the Company or any Subsidiarybest interest of the Company's stockholders, (ii) unanimously approved this Agreement and the transactions contemplated hereby, including the amendments set forth Offer and the Merger, and the Stockholder Option Agreement and the transactions contemplated thereby, which approval satisfies in full the requirements of Sections 607.0901 and 607.0902 of the General Corporation Act of the State of Florida (the "Florida Law"), and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that The Xxxxxxxx-Xxxxxxxx Company LLC has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Amendment Offer and the Merger is fair to the Certificate holders of Incorporation, the Amended Shares from a financial point of view. The Company has been advised that all of its directors and Restated By-laws, the Amendment executive officers presently intend either to tender their Shares pursuant to the Certificate of Designations Offer or to vote in favor of the Senior Preferred Stock Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, mailing labels and any available listing or computer file containing the Amendment to the Certificate names and addresses of Designations all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the Junior Preferred Stockmost recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the Offer.

Company Action. (a) The Board, Company hereby consents to the Offer and represents that at a meeting duly called and held on June 10prior to the execution of this Agreement at which all directors of the Company were present, 2008, has the Company Board duly and unanimously adopted resolutions (i) determined declaring that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany’s shareholders, (ii) approved, adopted approving and declared declaring advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Merger, (iii) approved Purchaser approving and its adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to this Agreement, the Tender and Support Agreement, the Escrow Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and (iv) recommending that the Company’s shareholders accept the Offer, tender their Company Shares to Merger Subsidiary pursuant to the Offer and grant the Shareholder Approval (such recommendation, the “affiliates” Board Recommendation”). At a meeting duly called and held prior to the execution of this Agreement at which all “associatesdisinterested directors” (each as defined in Section 203 302A.673 of the DGCLMBCA) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which were present, a duly authorized special committee of the Company or any Subsidiary is a party Board duly and unanimously adopted resolutions approving this Agreement, the Tender and Support Agreement, the Escrow Agreement and the Transactions applicable transactions contemplated hereby and thereby for purposes of Section 302A.673 of the MBCA. Except to the extent permitted by Section 7.03(b), the Company hereby represents that no Adverse Recommendation Change has or any Subsidiary, including shall have occurred. The Company hereby consents to the amendments set forth inclusion of the foregoing determinations and approvals in the Amendment Offer Documents and, to the Certificate of Incorporationextent that no Adverse Recommendation Change shall have occurred in accordance with Section 7.03(b), the Amended and Restated By-laws, the Amendment Company hereby consents to the Certificate of Designations inclusion of the Senior Preferred Stock Board Recommendation in the Offer Documents. The Company shall promptly furnish Parent with a list of its shareholders, mailing labels and any available listing or computer file containing the Amendment to the Certificate names and addresses of Designations all record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, in each case true and correct as of the Junior Preferred Stockmost recent practicable date, and shall provide to Parent such additional information (including updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Offer.

Company Action. The Company hereby approves of, and consents to, the Offer and represents and warrants that the Board, at a meeting duly called and held on June 10held, 2008and upon unanimous vote of the directors of the Company, has unanimously (i) unanimously determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are advisable, and are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's shareholders, (ii) approved, unanimously approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby (and deemed them to the Company or any Subsidiarybe advisable), including the amendments set forth Offer and the Merger, which approval satisfies in full the Amendment requirements of the Business Corporation Act of the State of Florida (the "FLORIDA LAW") (including Sections 607.0901 and 607.0902 thereof) and the Articles of Incorporation and By-laws of the Company with respect to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations requisite approval of the Senior Preferred Stock Board, and the Amendment (iii) unanimously resolved to the Certificate of Designations recommend acceptance of the Junior Preferred Stock (such Offer and approval and adoption having been made of this Agreement and the Merger by its shareholders, provided that following receipt of an unsolicited bona fide written Superior Proposal (as defined below), such recommendation may be withdrawn or modified, but only to the extent that the Board of Directors of the Company shall have concluded in accordance good faith on the basis of advice from outside counsel that such action by the Board of Directors is required in order to comply with the DGCLfiduciary duties of the Board of Directors to the shareholders of the Company under applicable law. The Company further represents that Prudential Vector Healthcare Group, subject a unit of Prudential Securities Incorporated (the "COMPANY'S INVESTMENT BANKER") has delivered to any additional the Board approvals as may its opinion that the consideration to be necessary paid in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock Offer and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend Merger is fair to the holders of Shares from a financial point of view, and the Remaining Company has provided a copy of such opinion to Parent. The Company will promptly furnish Parent and Merger Sub with a list of its shareholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the Preferred Stock that they accept most recent practicable date, and will provide to Parent and Merger Sub such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent and Merger Sub may reasonably request in order to be able to communicate the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the record and beneficial holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockShares.

Company Action. The BoardCompany shall, at on the Offer Amendment Date, file with the SEC an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, including amendments pursuant to this Section 1.2, the “Schedule 14D-9”), it being understood that in the event the Company shall not file the Schedule 14D-9 on the Offer Amendment Date, the Offeror shall be entitled to extend the Expiration Date by a meeting duly called and held on June 10number of business days equal to the number of business days from the Offer Amendment Date to the date of filing of the Schedule 14D-9. A copy of the Company recommendation portion that the Company will include in the Schedule 14D-9, 2008excluding any financial analysis or business information of the Company or other analysis underlying such recommendation portions, has unanimously is attached hereto as Exhibit B. The Company agrees to (i) determined that promptly provide the Transaction Agreements to which Offeror and its counsel with a copy of any written comments (or a description of any oral comments) received by the Company or any Subsidiary is a party and their counsel from the Transactions applicable SEC or its staff with respect to the Schedule 14D-9, (ii) consult with the Offeror regarding any such comments prior to responding thereto and (iii) provide the Offeror with copies of any written comments or responses thereto. The Offeror Parties acknowledge and agree that (i) all stock options issued pursuant to any Company benefit or incentive plan (being 22,900 options) (A) are fully vested and exercisable on the date hereof, and (B) may be exercised in accordance with their terms on or following the date hereof, and (ii) all shares of Common Stock purchased by the holder of any Subsidiary are such stock option pursuant to the exercise thereof shall be considered Shares for all purposes of this Agreement. In accordance with clause (i) of the first sentence of Section 13 of the Company’s Amended and Restated 2007 Long Term Incentive Plan (the “2007 LTIP”), shares of restricted stock issued pursuant to the 2007 LTIP which remain unvested as of immediately prior to the Offer Closing (“Restricted Shares”) shall be treated as described in Appendix I to this Agreement. The Nominating and Corporate Governance Committee of the best interests Board of Directors of the Company may take such action following the date hereof as may be necessary to waive the stock retention guidelines currently in effect as to all officers, directors and employees of the Company and its affiliates, to the Subsidiariesextent necessary to allow such persons to tender and receive payment for the Shares held by them (other than Restricted Shares) in the Offer or the Subsequent Offering Period, (iior to have such Shares cancelled and converted into the right to receive the merger consideration in the Short Form Merger, as applicable. The foregoing two sentences of this Section 1.2(a) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable provisions of Appendix I are intended to be for the Company or any Subsidiarybenefit of, including the amendments set forth in the Amendment to the Certificate of Incorporationand shall be directly enforceable by, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares Restricted Shares, who are each express third party beneficiaries of the Preferred Stock that they accept the Tender Offer this Section 1.2(a) and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.Appendix I.

Company Action. The BoardCompany hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of Shares a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the “Schedule 14D-9”). The Schedule 14D-9 will set forth, and the Company hereby represents to Ford and Parent, that (a) each of the Special Committee and the Board of Directors of the Company, at a meeting meetings duly called and held on June 10, 2008held, has unanimously (i) determined that each of the Transaction Agreements to which the Company or any Subsidiary is a party Tender Offer and the Transactions applicable Merger is fair to the Company or any Subsidiary are and in the best interests of the Company Company’s stockholders (other than Parent and the Subsidiaries, its affiliates); (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to transactions contemplated hereby, including, without limitation the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Tender Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval Merger; and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders of the Remaining Shares of the Preferred Stock that they Company’s stockholders accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend tender their Shares pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; provided, however, that such recommendation may be withdrawn or modified to the holders extent that the Board, based on the recommendation of the 12% Senior Notes Special Committee, determines in good faith, based on the advice of outside counsel, that they accept the Exchange Offer and tender their notes pursuant such recommendation would be inconsistent with its fiduciary duties to the Exchange Offer, Company’s stockholders under applicable law; and (vib) resolved Lazard Frères & Co. LLC, the financial advisor to recommend the Special Committee (“Lazard LLC”), has delivered to the Special Committee and the Board its written opinion that the consideration to be received by the stockholders of the Company (other than Parent and its affiliates) pursuant to approve each of the Tender Offer and adopt the Transaction Agreements Merger is fair to such stockholders from a financial point of view. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company’s stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Ford or Parent in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and Ford and Parent, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Ford, Parent and their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockother communications.

Company Action. (a) The Company hereby approves of -------------- and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 1027, 20081999, has unanimously duly adopted resolutions that (iA) determined that the Transaction Agreements to which the Company or any Subsidiary Merger is a party advisable and that this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company Holders, (B) approved and adopted this Agreement and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock transactions contemplated hereby (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form provisions of Certificate (S) 203 of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock Delaware Law), (iiiC) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock recommended that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to accept the Offer, approve the Merger and approve and adopt this Agreement and the Transaction Agreements transactions contemplated hereby and (D) took all other applicable action necessary to render (x) Section 203 of the General Corporation Law of the State of Delaware and other state takeover statutes and (y) the Rights Agreement, inapplicable to the Offer and the Merger, and (ii) Xxxxxxx Xxxxx & Co. ("Goldman") has delivered to ------- the Board its opinion (which will be confirmed in writing), as of the date hereof, that the consideration to be received by the holders of shares of Common Stock pursuant to each of the Offer and the Merger is fair to the holders of shares of Common Stock from a financial point of view. Subject to the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company or any Subsidiary is a party and the Transactions applicable hereby consents to the Company or any Subsidiary, including the amendments set forth inclusion in the Amendment Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has advised Parent that each of its directors and executive officers intends to tender pursuant to the Certificate Offer all Shares owned of Incorporation, the Amended record and Restated By-laws, the Amendment beneficially by him or her except to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockextent such tender would violate applicable securities laws.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Board, at a meeting duly called and held on June 10March 15, 20081998, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Completion of the Acquisition, are fair to the Company or any Subsidiary are and in the best interests of the Company and shareholders of the SubsidiariesCompany, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer and the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations Completion of the Senior Preferred Stock Acquisition and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Subsidiary and, if required by applicable law, approve and adopt this Agreement and the Completion of the Acquisition. The Company further represents and warrants that Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ") has delivered to the Board its written opinion dated March 15, 1998 to the effect that, as of the date of such opinion, subject to the assumptions and limitations expressed therein, the consideration to be received by the holders of Shares in the Remaining Shares Offer and the Completion of the Preferred Stock that they accept the Tender Offer and tender their shares Acquisition pursuant to the Tender Offer, (v) resolved this Agreement is fair to recommend such holders from a financial point of view. The Company hereby consents to the holders inclusion in the Offer Documents of the 12% Senior Notes fact of the recommendations of the Board described in this Section 1.2(a). The Company represents and warrants that they accept the Exchange Offer Board has made appropriate amendments to and tender their notes pursuant determinations under the Rights Plan (the "Rights Plan Amendments and Determinations"), including without limitation: (A) an amendment to the Exchange Offerdefinition of "Acquiring Person" under the Rights Plan to exclude Parent, Subsidiary and their subsidiaries from that definition; (viB) resolved to recommend an amendment to the stockholders definition of "Separation Time" under the Rights Plan to provide that the Separation Time shall not occur by virtue of the Company to approve and adopt execution of this Agreement or the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of IncorporationShareholder Agreements, the Amended and Restated By-laws, the Amendment to the Certificate of Designations consummation of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.transactions

Company Action. The Company hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of shares of Common Stock a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents to Parent and Purchaser, that (a) the Special Committee, at a meeting thereof duly called and held, has (i) determined that this Agreement, the Tender Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than Royal Ahold and its Affiliates); (ii) determined that this Agreement, the Tender Offer and the Merger should be approved and declared advisable by the Board; and (iii) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; (b) the Board, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Tender Offer and the Transactions applicable Merger are fair to the Company or any Subsidiary are and in the best interests of the Company Company's stockholders (other than Royal Ahold and the Subsidiaries, its Affiliates); (ii) approved, adopted approved and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including, without limitation the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Tender Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval Merger; and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders of the Remaining Shares of the Preferred Stock that they Company's stockholders accept the Tender Offer and tender their shares pursuant to the Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; provided, however, that such recommendation of the Special Committee or the Board, as described in clauses (va) resolved to recommend and (b) of this section, may be withdrawn, modified or changed to the holders extent that the Special Committee or the Board, based on the recommendation of the 12% Senior Notes Special Committee (in each case after receiving the advice of outside nationally recognized legal counsel) reasonably determines in good faith that they accept its fiduciary duties under applicable law require it to take such actions; and (c) Xxxxxxx Xxxxx, the Exchange Offer and tender their notes pursuant financial advisor to the Exchange OfferSpecial Committee, has delivered to the Special Committee and (vi) resolved the Board its written opinion that the consideration to recommend to be received by the stockholders of the Company (other than Royal Ahold and its Affiliates) pursuant to approve each of the Tender Offer and adopt the Transaction Agreements Merger is fair to such stockholders from a financial point of view. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, Purchaser and their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockother communications.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its board of directors (the “Board of Directors”), at a meeting duly called and held and acting on June 10, 2008the unanimous recommendation of a special committee of the Board of Directors comprised of two independent directors (the “Special Committee”), has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Table of Contents Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany’s stockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve requirements of the Delaware Law and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in subject to Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL7.04(b), (iv) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Broadview International Limited has delivered to the Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view based upon and subject to the Remaining factors and assumptions set forth therein. The parties acknowledge that Warburg, Xxxxxx Investors, L.P., subject to certain conditions, has agreed to either tender the Shares of the Preferred Stock that they accept the Tender Offer and tender their shares held by it pursuant to the Tender OfferOffer or to vote in favor of the Merger pursuant to a letter agreement with Symphony Technology II-A, L.P., a Delaware limited partnership (vthe “Fund”) resolved dated September 23, 2002, as amended from time to recommend time. The Company shall direct its transfer agent to promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct insofar as the 12% Senior Notes that they accept records of the Exchange Offer and tender their notes pursuant to transfer agent are concerned as of the Exchange Offermost recent practicable date, and shall provide to Parent such additional information (viincluding updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Parent may reasonably request in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. The (a) As soon as practicable on the Offer Commencement Date, the Company shall prepare and file with the SEC and disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments 7 or supplements thereto, the “Schedule 14D-9”), which shall include the written opinion of Xxxxxx X. Xxxxx & Co., Incorporated (“Baird”) referred to in Section 3.15(b) and, subject to Section 5.6, shall include the Recommendations. As soon as practicable after the date of this Agreement, Parent shall furnish to the Company all information concerning Parent, Parent’s Subsidiaries and Parent’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). Subject to Section 5.6, the Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Parent or Merger Sub, and no resolution by the Company Board, at or any committee of the Company Board, to withdraw, modify or change any of the Recommendations in a meeting duly called manner adverse to Parent or Merger Sub shall be adopted or proposed (it being understood that, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and held on June 10Merger Sub if such Recommendation ceases to be unanimous; provided, 2008however, has unanimously (i) determined that the Transaction Agreements abstention or failure to which the participate in a Recommendation of a single director who is not affiliated with or employed by a Company or any Subsidiary stockholder that is an entity and that is a party and the Transactions applicable to the Company or any Subsidiary are Tender and Voting Agreement, in and of itself, shall not cause a Recommendation to cease to be unanimous). Notwithstanding the best interests of foregoing, prior to the Appointment Time, the Company and the SubsidiariesBoard may withhold, (ii) approvedwithdraw, adopted and declared advisable the Transaction Agreements modify or change in a manner adverse to which the Company Parent, or any Subsidiary is a party and the Transactions applicable fail to the Company or any Subsidiarymake, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made its Recommendations solely in accordance with the DGCLterms of Section 5.6. The Company, subject Parent and Merger Sub each agree promptly to correct any additional Board approvals information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as may so corrected to be necessary filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in connection with Section 7.13 each case as and to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser extent required by applicable federal securities Laws. Parent and its “affiliates” counsel shall be given a reasonable opportunity to review and “associates” comment on the Schedule 14D-9 each time before it is filed with the SEC. The Company agrees to provide Parent and its counsel with (each as defined in Section 203 of the DGCLi) becoming “interested shareholders” within the meaning of Section 203 of the DGCLany comments or other communications, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock whether written or oral, that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is its counsel receives from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments or other communications and (ii) a party reasonable opportunity to participate in the Company’s response to those comments and the Transactions applicable to provide comments on that response, including by participating with the Company or its counsel in any Subsidiary, including discussions or meetings with the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockSEC.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) unanimously determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.1), are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party unanimously approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth Offer and the Merger, which approval satisfies in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations full any applicable requirements of the Senior Preferred Stock and the Amendment to the Certificate of Designations General Corporation Law of the Junior Preferred Stock State of Delaware (such approval "Delaware Law"), and adoption having been made in accordance with the DGCL(iii) unanimously resolved, subject to any additional Board approvals except as may be necessary required, in connection with Section 7.13 response to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), an unsolicited bona fide written Acquisition Proposal (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 6.4), in order to comply with the fiduciary duties of the DGCL) becoming “interested shareholders” within the meaning Board of Section 203 Directors under applicable law as advised in writing by Venture Law Group, A Professional Corporation ("Company Counsel"), to recommend acceptance of the DGCLOffer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Vector Securities International, (iv) resolved Inc. has delivered to recommend the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of the Remaining Shares (other than Buyer and Merger Subsidiary) from a financial point of the Preferred Stock view. The Company has been advised that they accept the Tender Offer all of its directors and executive officers intend either to tender their shares Shares pursuant to the Tender OfferOffer or to vote in favor of the Merger. The Company will promptly furnish Buyer with a list of its stockholders, (v) resolved to recommend to mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offermost recent practicable date, and will provide to Buyer such additional information (viincluding, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Buyer may reasonably request in connection with the stockholders of Offer. Buyer will return such materials promptly if the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary Offer is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocknot consummated.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on June 10October 13, 20082000, has unanimously acting by a unanimous vote of the directors: (i) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger and the transactions contemplated by the Stockholder Agreement (including, without limitation, for purposes of Section 9 of the Confidentiality Agreement dated August 14, 2000 between Parent and the Company (the "Confidentiality Agreement")); (ii) resolved to recommend that the stockholders ------------------------- of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including the Company or any Subsidiary Offer and the Merger, are advisable and in the best interests of the stockholders of the Company and that the Subsidiaries, (ii) approved, adopted and declared advisable consideration to be paid for each Share in the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable Merger is fair to the Company or any Subsidiary, including the amendments set forth in the Amendment holders of Shares; and (iv) irrevocably has taken all action necessary to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in render Section 203 of the DGCLDGCL and other state takeover statutes inapplicable to the Offer, the Merger, this Agreement and the Stockholder Agreement and the transactions contemplated hereby and thereby. The Board has received the opinion of Credit Suisse First Boston Corporation (the "Company's Financial Advisor") becoming “interested shareholders” within to the meaning of Section 203 --------------------------- effect that, based upon and subject to the matters set forth therein and as of the DGCLdate thereof, (iv) resolved the Offer Price to recommend to the be received by holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer (other than Parent and tender their shares its Affiliates) pursuant to the Tender Offer, (v) resolved Offer and the Merger is fair to recommend such holders of Shares from a financial point of view. The Company hereby consents to the holders inclusion in the Offer Documents of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders recommendations of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any SubsidiaryBoard described in this Section 1.02, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockprovided that this Agreement has not been ------------ terminated.

Company Action. (a) The BoardCompany hereby approves and consents to the Offer and represents and warrants that the Board of Directors of the Company, at a meeting duly called and held on June 10December 26, 20081997, has unanimously (i) at which a majority of the Directors was present, duly approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger, recommended that stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger, and determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the stockholders of the Company. The Company hereby consents to the inclusion in the Offer Documents of such recommendation of the Board of Directors of the Company. The Company represents that its Board of Directors has received the written opinion (the "FAIRNESS OPINION") of X.X. Xxxxxx Securities Inc. (the "FINANCIAL ADVISOR") that the proposed consideration to be received by the holders of Shares pursuant to the Offer and the Subsidiaries, (ii) approved, adopted and declared advisable Merger is fair to such holders from a financial point of view. The Company has been authorized by the Transaction Agreements Financial Advisor to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLpermit, subject to any additional Board approvals as may the prior review and consent by the Financial Advisor (such consent not to be necessary in connection with Section 7.13 to approve and adopt, if applicableunreasonably withheld), the final form inclusion of Certificate of Designations of Series B-1 Preferred Stock the Fairness Opinion (or a reference thereto) in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Certificate of Designations of Series B-2 Preferred Stock Proxy Statement (as hereinafter defined). The Company shall file with the SEC, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 promptly as practicable after the filing by Parent of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend Schedule 14D-1 with respect to the holders of the Remaining Shares of the Preferred Stock that they accept the Offer, a Tender Offer and tender their shares pursuant to Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the Tender Offer, (v"SCHEDULE 14D-9") resolved to recommend to that will comply in all material respects with the holders provisions of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend all applicable federal securities laws. The Company shall mail such Schedule 14D-9 to the stockholders of the Company to approve as promptly as practicable after the commencement of the Offer. The Schedule 14D-9 and adopt the Transaction Agreements to which Offer Documents shall contain the recommendations of the Board of Directors of the Company described in SECTION 1.2(A) hereof. The Company agrees promptly to correct the Schedule 14D-9 if and to the extent that it shall become false or misleading in any Subsidiary is a party material respect (and each of Parent and Purchaser, with respect to written information supplied by it specifically for use in the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Transactions applicable Company shall take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and disseminated to holders of Shares to the extent required by applicable federal securities laws. Purchaser and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 before it is filed with the SEC. In connection with the Offer, the Company or any Subsidiaryshall promptly upon execution of this Agreement furnish Purchaser with mailing labels containing the names and addresses of all record holders of Shares and security position listings of Shares held in stock depositories, each as of a recent date, and shall promptly furnish Purchaser with such additional information reasonably available to the Company, including updated lists of stockholders, mailing labels and security position listings, and such other information and assistance as Purchaser or its agents may reasonably request for the amendments set forth in purpose of communicating the Amendment Offer to the Certificate record and beneficial holders of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockShares.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Company Board, at a meeting duly called and held on June 10March 27, 20081998, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including each of the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company holders of Shares, (B) approved and adopted this Agreement and the Subsidiaries, transactions contemplated hereby and (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (ivC) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to accept the Offer and approve and adopt this Agreement and the Transaction Agreements transactions contemplated hereby; provided, that such recommendation may be withdrawn, modified or amended if, in the good faith opinion of the Company's Board, based upon the receipt of advice from outside independent legal counsel, failure to withdraw, modify or amend such recommendation is reasonably likely to result in the Company's Board violating its fiduciary duties to the Company's shareholders under applicable law and (ii) ABN-AMRO Incorporated, formerly known as ABN-AMRO Chicago Corporation ("ABN-AMRO"), has delivered to the Company Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. On or before the date hereof, the Company will use its reasonable best efforts to obtain and deliver to Acquiror the Tender and Option Agreements, in the form attached as Exhibit 1 hereto, executed by the Director Shareholders. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with all 2 6 amendments and supplements thereto, the "Schedule 14D-9") containing, subject to the fiduciary duties of the Company Board under applicable law as advised in writing by independent counsel, the recommendation of the Company Board described in Section 1.2(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Acquiror and the Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Acquiror and its counsel shall be given the opportunity to review the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Acquiror, the Merger Sub and their counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (c) The Company shall promptly furnish the Merger Sub with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish the Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Acquiror, the Merger Sub or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any Subsidiary is a party other documents necessary to consummate the Offer or the Merger, Acquiror and the Transactions applicable Merger Sub shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 8.1, shall deliver to the Company or any Subsidiary, including the amendments set forth all copies of such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.their possession. ARTICLE II THE MERGER Section 2.1

Company Action. (a) The BoardBoard of Directors, at a meeting duly called and held on June 10, 2008, meeting has unanimously adopted resolutions: (i) determined determining that the Transaction Agreements to which terms of the Company or any Subsidiary is a party Offer, the Merger and the Transactions applicable to the Company or any Subsidiary other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders (including under Article VII of the SubsidiariesCompany’s Articles of Incorporation), and declaring it advisable, to enter into this Agreement; (ii) approvedapproving the execution, adopted delivery and declared advisable performance of this Agreement and the Transaction Agreements to which consummation of the Company or any Subsidiary transactions contemplated hereby, including the Offer and the Merger (including under Article VII of the Company’s Articles of Incorporation); (iii) approving the Recommendation; (iv) rendering the limitations on business combinations contained in Section 780 of the MBCA and Article VI of the Company’s Articles of Incorporation (including determining that this Agreement is a party “memorandum of understanding” under Paragraph B of such Article) inapplicable to the Offer, this Agreement and the Transactions transactions contemplated hereby and thereby; (v) electing that the Offer, the Merger, this Agreement and the Support Agreements and the transactions contemplated hereby and thereby, to the extent of the Board of Directors’ power and authority and to the extent permitted by law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of IncorporationOffer, the Amended and Restated By-lawsMerger, this Agreement, the Amendment to Support Agreements or the Certificate of Designations transactions contemplated hereby and thereby; and (vi) authorizing and approving the Top-Up Option and the issuance of the Senior Preferred Stock Top-Up Shares thereunder. Unless and the Amendment to the Certificate until a Change of Designations of the Junior Preferred Stock (such approval and adoption having been made Recommendation has taken place in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicableterms of this Agreement, the final form Company hereby consents to the inclusion of Certificate of Designations of Series B-1 Preferred Stock the foregoing determinations and approvals in the Offer Documents and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 Company hereby consents to the inclusion of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth Recommendation in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer Documents.

Company Action. (a) The BoardBoard of Directors (other than the Parent Directors who abstained and recused themselves from all deliberations of the Board of Directors related to the Offer and the Merger), at a meeting duly called and held on June 10, 2008, meeting has unanimously adopted resolutions (acting upon the unanimous recommendation of the Special Committee): (i) determined determining that the Transaction Agreements to which terms of the Company or any Subsidiary is a party Offer, the Merger and the Transactions applicable to the Company or any Subsidiary other transactions contemplated by this Agreement are fair and in the best interests of the Company and its stockholders (other than the SubsidiariesParent, Merger Sub or any of their Affiliates), and declaring it advisable, to enter into this Agreement; (ii) approvedapproving the execution, adopted delivery and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party performance of this Agreement and the Transactions applicable to consummation of the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), Merger; (iii) approved Purchaser and its “affiliates” and “associates” approving the Recommendation; (each as defined iv) solely to the extent applicable, rendering the limitations on business combinations contained in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend DGCL inapplicable to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, this Agreement, the Support Agreements and the transactions contemplated hereby and thereby; (v) resolved to recommend electing that the Offer, the Merger, this Agreement and the transactions contemplated hereby, to the holders extent of the 12% Senior Notes that they accept the Exchange Offer Board of Directors’ power and tender their notes pursuant authority and to the Exchange extent permitted by Law, not to be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws and regulations (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to the Offer, the Merger, this Agreement, the Support Agreements or the transactions contemplated hereby; and (vi) resolved to recommend authorizing and approving the Top-Up Option and the issuance of the Top-Up Shares thereunder. Unless and until a Change of Recommendation has taken place in accordance with the terms of this Agreement, the Company hereby consents to the stockholders inclusion of the Company to approve foregoing determinations and adopt approvals in the Transaction Agreements to which Offer Documents and the Company or any Subsidiary is a party and the Transactions applicable hereby consents to the Company or any Subsidiary, including inclusion of the amendments set forth Recommendation in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer Documents.

Company Action. The (a) As soon as practicable on the Offer Commencement Date, the Company shall prepare and file with the SEC and disseminate to holders of shares of Company Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (including any amendments or supplements thereto, the “Schedule 14D-9”), which shall include the written opinion of Xxxxxx X. Xxxxx & Co., Incorporated (“Baird”) referred to in Section 3.15(b) and, subject to Section 5.6, shall include the Recommendations. As soon as practicable after the date of this Agreement, Parent shall furnish to the Company all information concerning Parent, Parent’s Subsidiaries and Parent’s shareholders that may be required or reasonably requested in connection with any action contemplated by this Section 1.2(a). Subject to Section 5.6, the Company hereby consents to the inclusion of the Recommendations in the Offer Documents and agrees that none of the Recommendations shall be withdrawn, modified or changed in a manner adverse to Parent or Merger Sub, and no resolution by the Company Board, at or any committee of the Company Board, to withdraw, modify or change any of the Recommendations in a meeting duly called manner adverse to Parent or Merger Sub shall be adopted or proposed (it being understood that, for purposes of this Agreement, a Recommendation shall be deemed to be withdrawn, modified or changed in a manner adverse to Parent and held on June 10Merger Sub if such Recommendation ceases to be unanimous; provided, 2008however, has unanimously (i) determined that the Transaction Agreements abstention or failure to which the participate in a Recommendation of a single director who is not affiliated with or employed by a Company or any Subsidiary stockholder that is an entity and that is a party and the Transactions applicable to the Company or any Subsidiary are Tender and Voting Agreement, in and of itself, shall not cause a Recommendation to cease to be unanimous). Notwithstanding the best interests of foregoing, prior to the Appointment Time, the Company and the SubsidiariesBoard may withhold, (ii) approvedwithdraw, adopted and declared advisable the Transaction Agreements modify or change in a manner adverse to which the Company Parent, or any Subsidiary is a party and the Transactions applicable fail to the Company or any Subsidiarymake, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made its Recommendations solely in accordance with the DGCLterms of Section 5.6. The Company, subject Parent and Merger Sub each agree promptly to correct any additional Board approvals information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as may so corrected to be necessary filed with the SEC and to be disseminated to holders of shares of Company Common Stock, in connection with Section 7.13 each case as and to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser extent required by applicable federal securities Laws. Parent and its “affiliates” counsel shall be given a reasonable opportunity to review and “associates” comment on the Schedule 14D-9 each time before it is filed with the SEC. The Company agrees to provide Parent and its counsel with (each as defined in Section 203 of the DGCLi) becoming “interested shareholders” within the meaning of Section 203 of the DGCLany comments or other communications, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock whether written or oral, that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is its counsel receives from the SEC or its staff with respect to the Schedule 14D-9 promptly after receipt of such comments or other communications and (ii) a party reasonable opportunity to participate in the Company’s response to those comments and the Transactions applicable to provide comments on that response, including by participating with the Company or its counsel in any Subsidiary, including discussions or meetings with the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockSEC.

Company Action. (a) The Company represents and warrants that (i) its Board, at a meeting duly called and held on June 10held, 2008, by unanimous vote of the directors present (A) has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company stockholders of the Company, (B) has duly approved this Agreement and the Subsidiariestransactions contemplated hereby, including the Offer and the Merger, and (C) has resolved to recommend that the Company's stockholders accept the Offer and tender their Shares pursuant thereto, subject to the Board's rights to withdraw or modify such recommendation in connection with a termination of this Agreement under Section 7.1(a)(i), and that the Company's stockholders adopt and approve the Merger; (ii) approved, adopted the affirmative vote of the holders of record of at least a majority of the Shares outstanding on the record date for the Special Meeting (defined in Section 5.3) and declared advisable entitled to vote (the Transaction Agreements to which "Requisite Stockholder Approval") is the only vote of the holders of any class or series of the capital stock of the Company or any Subsidiary is a party required to adopt this Agreement and approve the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended Merger; and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 the Company has taken all necessary action so that the provisions of Article Ninth of the DGCL) becoming “interested shareholders” within the meaning Company's certificate of incorporation and of Section 203 of the DGCLDGCL will not apply to this Agreement, the Offer, the Merger, the Tender Agreement, or the acquisition of Shares by Sub pursuant to this Agreement. In addition, the Company represents that it has adopted a Fourth Amendment to Rights Agreement dated as of October 9, 1997 (ivthe "Fourth Amendment") resolved to recommend to the holders Company's Rights Agreement dated as of November 5, 1990 by and between the Company and Wachovia Bank and Trust Company, N.A. (now Wachovia Bank of North Carolina, N.A.) as Rights Agent (the "Rights Agent"), as amended by the Amendment to Rights Agreement dated as of August 7, 1991, the Second Amendment to Rights Agreement dated as of August 3, 1994, and the Third Amendment to Rights Agreement dated as of October 9, 1997 (as so amended, the "Rights Agreement") and that a copy of the Remaining Shares Fourth Amendment has been delivered by the Company to Parent; that as of the Preferred date hereof and after giving effect to the execution and delivery of this Agreement, each Right is represented by the certificate representing the associated share of Common Stock and is not exercisable or transferable apart from the associated share of Common Stock; that they accept there has not been a "Distribution Date" or "Shares Acquisition Date," and that the Company has taken all necessary actions so that the execution and delivery of this Agreement and the Tender Offer Agreement and tender their shares the consummation of the transactions contemplated hereby and thereby, including the Offer, the purchase of Shares pursuant to the Tender OfferOffer or the Merger, will not (i) trigger the provisions of Section 11 or Section 13 of the Rights Agreement, (vii) resolved to recommend result in the occurrence of a "Distribution Date" (as defined in the Rights Agreement) or (iii) result in any person becoming an "Acquiring Person" (as defined in the Rights Agreement). The Company hereby consents to the holders inclusion in the Offer Documents of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant recommendations referred to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth above in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockthis Section 1.2(a).

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and represents and warrants that the Board of Directors, at a meeting duly called and held on June 10February 19, 20081999, has unanimously at which all of the Directors were present, duly and unanimously: (i) approved and adopted this Agreement and the Company Stock Option Agreement and the transactions contemplated hereby and thereby, including the Offer, the Merger, the Employment Agreements and Parent's acquisition of Shares pursuant to the Stockholders Agreement; (ii) recommended that the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve this Agreement and the transactions contemplated hereby, including the Merger; (iii) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations stockholders of the Senior Preferred Stock and Company; (iv) took all action necessary to render the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined limitations on business combinations contained in Section 203 of Delaware Law and the DGCLCompany's Restated Certificate of Incorporation (the "Restated Certificate") becoming “interested shareholders” within inapplicable to this Agreement, the meaning of Section 203 of Company Stock Option Agreement, the DGCL, (iv) resolved to recommend to Stockholders Agreement and the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer transactions contemplated hereby and tender their shares pursuant to the Tender Offer, thereby; and (v) resolved to recommend approved an amendment to the holders Rights Agreement, in the form of Exhibit 1.2 hereto (the "Rights Agreement Amendment"), providing that (A) neither this Agreement, the Company Stock Option Agreement or the Stockholders Agreement nor any of the 12% Senior Notes that they accept transactions contemplated hereby or thereby, including the Exchange Offer and tender their notes pursuant the Merger, will result in the occurrence of a "Distribution Date" (as such term is defined in the Rights Agreement) or otherwise cause the Rights to become exercisable by the holders thereof and (B) the Rights shall automatically on and as of the Effective Time (as hereinafter defined) be void and of no further force or effect. The Company further represents and warrants that (x) Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ") has rendered to the Exchange OfferBoard of Directors a written opinion, dated as of February 19, 1999, to the effect that, subject to the assumptions and (vi) resolved limitations set forth therein, $29.00 in cash per Share to recommend to be received by the stockholders of the Company pursuant to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable Merger is fair to the Company or any Subsidiary, including the amendments set forth in the Amendment such stockholders from a financial point of view and (y) a true and correct copy of such opinion has been delivered to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockParent.

Company Action. (a) The Company hereby approves of and consents to the Offer and the Note Tender Offer and represents that (i) the Board, at a meeting duly called and held on June 1025, 20081997, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including each of the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company stockholders of the Company, (B) approved and adopted this Agreement and the Subsidiariestransactions contemplated hereby, including, without limitation, the Merger, and such approval constitutes approval of the foregoing for purposes of Section 203 of Delaware Law, (iiC) approved, adopted and declared advisable taken all action to avoid the Transaction Agreements to which the Company occurrence of a "Distribution Date" or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” "Triggering Event" (each as defined in the Rights Agreement referred to in Section 203 of the DGCL2.06) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend with respect to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, Rights and (viD) resolved to recommend to recommended that the stockholders of the Company to accept the Offer and approve and adopt this Agreement and the Transaction Agreements transactions contemplated hereby, including, without limitation, the Merger, and (ii) Credit Suisse First Boston Corporation ("Credit Suisse First Boston") has delivered to which the Board a written opinion to the effect that, as of the date of such opinion, the consideration to be received by the holders of Shares (other than Parent, Purchaser and their affiliates) pursuant to each of the Offer and the Merger is fair to such holders of Shares from a financial point of view. Subject only to the fiduciary duties of the Board under applicable law as advised by the Company's counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company represents to Purchaser that the Company has been advised by each of its directors and executive officers that they intend either to tender or any Subsidiary is a party cause to be tendered all Shares beneficially owned by them to Purchaser pursuant to the Offer or to vote such Shares in favor of the approval and adoption by the stockholders of the Company of this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktransactions contemplated hereby.

Company Action. (a) The BoardCompany hereby approves of and consents to the Offer and represents and warrants that: (i) its Board of Directors, at a meeting duly called and held on June 10March 24, 20081999, has unanimously (iexcluding directors who would be considered "interested directors" under Section 144 of the DGCL and who abstained) (A) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, 2 7 including each of the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company holders of Shares, (B) approved this Agreement and the SubsidiariesOffer and the Merger and the other transactions contemplated hereby, (iiC) approveddeclared the Merger to be advisable and directed that the Merger be submitted for consideration at a special meeting of the stockholders of the Company, adopted and declared advisable (D) resolved to recommend that the Transaction Agreements to which stockholders of the Company or any Subsidiary is a party accept the Offer, tender their Shares to Purchaser thereunder and adopt this Agreement and (E) approved this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Stockholder Documents and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval transactions contemplated hereby and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning thereby for purposes of Section 203 of the DGCL; and (ii) Saloxxx Xxxxx Xxxney Inc. and Bowlxx, Xxllxxxxx Xxxxxx & Xo. (ivthe "Financial Advisors") resolved to recommend each has delivered to the Board of Directors of the Company its written opinion that the consideration to be received by holders of the Remaining Shares (other than Holdings and its affiliates) pursuant to each of the Preferred Stock that they accept the Tender Offer and tender their shares the Merger is fair to such holders from a financial point of view. The Company has been authorized by the Financial Advisors to permit, subject to prior review and consent by such Financial Advisors (such consent not to be unreasonably withheld), the inclusion of such fairness opinions (or a references thereto) in the Offer Documents and in the Schedule 14D-9 referred to below and the Proxy Statement (as defined in Section 5.16). The Company hereby consents to the inclusion in the Offer Documents of the recommendations of the Company's Board of Directors described in this Section 1.2(a). (b) The Company shall file with the Commission, contemporaneously with the filing of the Schedule 14D-1 pursuant to Section 1.1, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the "Schedule 14D-9") containing the recommendations of the Company's Board of Directors described in Section 1.2(a)(i) and shall promptly mail the Schedule 14D-9 to the stockholders of the Company, and the Board of Directors of the Company shall not withdraw, amend or modify in a manner adverse to Holdings or the Purchaser such recommendations (or announce publicly its intention to do so); provided that prior to the purchase of Shares pursuant to the Tender Offer, the Company shall not be required to make such filing with such recommendations or make such mailing and the Board of Directors shall be permitted to withdraw, amend or modify its recommendations (vor publicly announce its intention to do so) resolved in a manner adverse to recommend Holdings or the Purchaser if: (1) the Company has complied with Section 6.10, (2) a Superior Proposal (as defined in Section 6.10) shall have been proposed by any person other than Holdings or the Purchaser and such proposal is pending at the time of such action; (3) the Board of Directors shall have concluded in good faith, after consultation with its outside legal counsel, that the Board of Directors is required to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant withdraw, amend or modify such recommendations in order to the Exchange Offer, and (vi) resolved to recommend comply with its fiduciary duties to the stockholders of the Company to approve under applicable law; and adopt the Transaction Agreements to which (4) the Company or any Subsidiary is a party shall have notified Holdings of such Superior Proposal at least two business days in advance of such action. The Schedule 14D-9 and all amendments thereto will comply in all material respects with the Exchange Act and the Transactions applicable rules and regulations promulgated thereunder. The Company, Holdings and Purchaser each agrees promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. (c) In connection with the Offer, if requested by Purchaser, the Company shall promptly furnish Purchaser with mailing labels, security position listings, any non-objecting beneficial owner lists and any available listings or any Subsidiarycomputer files containing the names and addresses of the record holders of Shares, each as of a recent date, and shall promptly furnish Purchaser with such additional information (including but not limited to updated lists of stockholders, mailing labels, security position listings and non-objecting beneficial owner lists) and such other assistance as Parent, Purchaser, Holdings or their agents may reasonably require in communicating the amendments set forth in the Amendment Offer to the Certificate record and beneficial holders of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.Shares. ARTICLE II

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held on June 10, 2008held, has unanimously unanimously, upon the unanimous recommendation of the Special Committee, (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including, without limitation, the Offer, the Merger and the purchase of Shares contemplated by the Offer (collectively the "TRANSACTIONS"), are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's stockholders, (ii) approved, approved of and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 requirements of the DGCL) becoming “interested shareholders” within DGCL so that the meaning provisions of Section 203 of the DGCLDGCL are not applicable to the Transactions provided for, referred to or contemplated by, this Agreement, and (iviii) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company accept the Offer, tender their Shares pursuant to the Offer and approve and adopt this Agreement and the Transaction Agreements Merger. Notwithstanding the foregoing, such recommendation may be withdrawn, modified or amended as permitted by Section 6.05(c). The Company hereby consents to which the inclusion in the Offer Documents, the Schedule 14D-9 (as hereinafter defined) and the Proxy Statement (as hereinafter defined), if any, of such recommendation of the Company or any Subsidiary is a party Board, subject, however to the Company's right to withdraw such recommendation as herein provided. The Company represents and warrants that the Company Board has received the written opinion of Xxxxxxxx Xxxxx Xxxxxx & Xxxxx Capital ("XXXXXXXX XXXXX"), stating that, as of the date of such opinion, the proposed consideration to be received by the holders of Shares pursuant to the Offer and the Transactions applicable Merger is fair to the such holders from a financial point of view. The Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate acknowledges that a Stockholders' Agreement is being executed and delivered contemporaneously herewith by each of Incorporation, the Amended its directors and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockexecutive officers.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that (i) the Company Board, based on the unanimous recommendation of the Special Committee, at a meeting duly called and held on June 10October 16, 20082000, has unanimously and duly (iA) approved and adopted this Agreement and the transactions contemplated hereby, including the Offer and the Merger (such approval being sufficient to render Section 203 of the DGCL inapplicable to this Agreement and the transactions contemplated hereby), (B) recommended that the stockholders of the Company accept the Offer, tender their shares of the Company Common Stock pursuant to the Offer and adopt this Agreement, (C) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company stockholders of the Company, (D) declared the Merger and this Agreement to be advisable, and (E) rendered the SubsidiariesRights Agreement (as defined below) inapplicable to the transactions contemplated hereby as contemplated by Section 3.1(p) hereof, and (ii) approvedDeutsche Bank Securities Inc. (also operating as Deutsche Banc Alex. Xxxxx) ("Deutsche Banc Alex. Xxxxx") and Xxxxxxxxxx & Partners, adopted and declared advisable Inc., the Transaction Agreements Special Committee's financial advisors, respectively, have each rendered to the Special Committee its oral opinion which shall be confirmed in writing no later than two days from the date of this Agreement, each dated the date of this Agreement, to the effect that, as of such date, the Price Per Share to be received by the holders of shares of the Company or Common Stock (other than the Parent, the Management Group, any Subsidiary is a party other members of management who have agreed to invest in the Parent and their affiliates) pursuant to the Offer and the Transactions applicable Merger is fair, from a financial point of view, to the Company such holders. The full text of such opinions by each of Deutsche Banc Alex. Xxxxx and Xxxxxxxxxx & Partners, Inc. shall be included without deletion or any Subsidiary, including the amendments set forth modification in the Amendment Offer to the Certificate of IncorporationPurchase, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Schedule 14D-9 and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptProxy Statement, if applicable, . The Company hereby consents to the final form of Certificate of Designations of Series B-1 Preferred Stock and inclusion in the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 Offer Documents of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders recommendations of the Company to approve and adopt the Transaction Agreements to which the Board set forth above. The Company Board shall not withdraw, amend or any Subsidiary is modify in a party and the Transactions applicable manner adverse to the Company Parent or any Subsidiary, including the amendments set forth Merger Sub such recommendations (or announce publicly its intention to do so) except as expressly permitted in the Amendment to the Certificate Section 5.4 of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockthis Agreement.

Company Action. The BoardCompany hereby approves of and -------------- consents to the Tender Offer. Concurrently with the filing of the Schedule TO, at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance shall file with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve SEC and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the Remaining Shares "Schedule 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents to Parent, that (a) each of the Preferred Stock that they accept Special Committee and the Tender Offer Board of Directors of the Company, at meetings duly held, has made the determination and tender their shares pursuant adopted the resolutions referred to in the fourth recital to this Agreement; and (b) Xxxx Xxxxxxxx Xxxxxxx, the financial advisor to the Tender OfferSpecial Committee ("DRW"), (v) resolved to recommend has delivered to the Special Committee and the Company's Board of Directors its written opinion that the consideration to be received by the Unaffiliated Stockholders is fair to such stockholders from a financial point of view. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws, will contain the recommendation referred to in the fourth recital to this Agreement and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by either the Company, on the one hand, or either of Parent and Sub, on the other hand, as the case may be, with respect to information supplied by the other party in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of the 12% Senior Notes that they accept the Exchange Offer Shares, in each case as and tender their notes pursuant to the Exchange Offerextent required by applicable federal securities laws. Each of the Company, on the one hand, and (vi) resolved Parent and Sub, on the other hand, agrees promptly to recommend correct any information provided by it for use in the Schedule 14D-9 if and to the stockholders extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to approve provide Parent, Sub and adopt the Transaction Agreements to which their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or other communications and to consult with Parent and its counsel prior to responding to any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocksuch comments.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), are advisable and are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLMerger, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Tender Agreement and the transactions contemplated thereby, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in which approval constitutes approval under Section 203 of the DGCLGeneral Corporation Law of the State of Delaware (the "DELAWARE LAW") becoming “interested shareholders” within such that the meaning Offer, the Merger, this Agreement and the Tender Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCLDelaware Law, and (iviii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the Company's stockholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "RECOMMENDATIONS"). The Company further represents that Xxxxxxx Xxxxx & Co. ("XXXXXXX SACHS") has rendered to the holders Company's Board of Directors its opinion that the Remaining Shares consideration to be received by the Company's stockholders pursuant to this Agreement is fair to such stockholders from a financial point of the Preferred Stock view. The Company has been advised that they accept the Tender Offer all of its directors and executive officers presently intend to tender their shares Shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer . The Company will promptly furnish Parent and tender their notes Merger Subsidiary pursuant to the Exchange Offerterms of their Confidentiality Agreements with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (viincluding, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that the Board of Directors, at a meeting duly called and held on June 10, 2008meeting, has unanimously (by all directors present) adopted resolutions: (i) determined determining that the Transaction Agreements to which terms of the Company or any Subsidiary is a party Offer, the Merger and the Transactions applicable other transactions contemplated by this Agreement are fair to the Company or any Subsidiary are and in the best interests of the Company and its stockholders, and declaring the Subsidiaries, Agreement advisable; (ii) approvedapproving the execution, adopted delivery and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party performance of this Agreement and the Transactions applicable to consummation of the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Tender Agreements, the Amendment Offer and the Merger; (iii) recommending that the stockholders of the Company accept the Offer, tender their shares of Common Stock to Merger Sub pursuant to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptOffer and, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock approve and adopt this Agreement and the Certificate of Designations of Series B-2 Preferred Stock Merger (the actions in clause (iii), “Recommendation”); (iiiiv) approved Purchaser and its “affiliates” and “associates” (each as defined rendering the restrictions on business combinations contained in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant DGCL inapplicable to the Tender Agreements, the Offer, this Agreement and the other transactions contemplated hereby, including the Merger; (v) resolved resolving to recommend to make the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend Recommendation to the stockholders of the Company and directing, that, to approve the extent required by the DGCL, this Agreement be submitted for adoption by the stockholders of the Company at the Company Meeting and (vi) electing that the Offer and the Merger, to the extent of the Board of Directors’ power and authority and to the extent permitted by Law, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover Laws (collectively, “Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement (such actions by the Board of Directors described in the preceding clauses (i) through (vi), collectively, the “Board Actions”). The Company hereby consents to the inclusion of the Recommendation in the Offer Documents. The Company has been advised that certain officers, directors and principal stockholders of the Company who own shares of Common Stock intend either to tender their shares of Common Stock pursuant to the Offer or vote to adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockAgreement.

Company Action. (a) The BoardCompany shall, after affording Parent and Merger Sub a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the Offer Documents, a Schedule 13E-3 (the “Company Schedule 13E-3”) and a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, and including the exhibits thereto, the “Schedule 14D-9”) reflecting, subject to the provisions of Section 7.4(e), the recommendation of the Board of Directors of the Company that holders of shares of Common Stock tender their shares of Common Stock pursuant to the Offer, and shall disseminate the Schedule 14D-9 to holders of the Common Stock, in each case as and to the extent required by applicable Law. Subject to Section 7.4(e), the Schedule 14D-9 will set forth, and the Company hereby represents, that the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesits stockholders (other than Affiliates of Parent), (ii) approvedapproved the execution, adopted delivery and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party performance of this Agreement and the Transactions applicable to consummation of the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )applicable Law, (iii) approved Purchaser resolved to recommend that the holders of Common Stock accept the Offer, tender their shares of Common Stock into the Offer, and its “affiliates” approve the Merger and “associates” this Agreement (each as defined in Section 203 to the extent such approval is required by applicable Law for the consummation of the DGCLMerger) becoming (such recommendations, together with the determinations set forth in clause (i), the “interested shareholders” within Recommendation”), (iv) directed that the meaning approval of the Merger and this Agreement be submitted for consideration of the stockholders of the Company at the Company Stockholder Meeting (to the extent required by applicable Law) and (v) approved the acquisition of shares of Common Stock by Parent and Merger Sub pursuant to the Offer, the Merger, and the other transactions contemplated by this Agreement for purposes of Section 203 of the DGCLAct (the “Takeover Statute”) (such actions by the Board of Directors of the Company described in the preceding clauses (i) through (v), (iv) resolved to recommend collectively, the “Board Actions”). Each of Parent and Merger Sub shall promptly furnish to the holders Company in writing all information concerning Parent or Merger Sub that may be required by applicable securities laws for inclusion in the Company Schedule 13E-3 or Schedule 14D-9. Subject to Section 7.4(e), the Company hereby consents to the inclusion in the Offer Documents of the Remaining Shares Board Actions. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Merger Sub or any of their respective Affiliates, directors or officers, should be discovered by the Company, Parent or Merger Sub which should be set forth in an amendment or supplement to the Company Schedule 13E-3 or the Schedule 14D-9, so that the Company Schedule 13E-3 or the Schedule 14D-9 shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the Preferred Stock that circumstances under which they accept are made, not misleading, the Tender Offer and tender their shares pursuant to party which discovers such information shall promptly notify the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offerother parties, and (vi) resolved to recommend an appropriate amendment or supplement describing such information shall be filed by the Company with the SEC and disseminated to the stockholders of the Company Company, as and to approve the extent required by applicable Law or any applicable rule or regulation of any stock exchange. Parent, Merger Sub and adopt the Transaction Agreements their counsel shall be given a reasonable opportunity to which review and comment on the Company or Schedule 13E-3 and Schedule 14D-9 and any Subsidiary is a party and the Transactions applicable amendments to the Company Schedule 13E-3 and the Schedule 14D-9 before they are filed with the SEC or any Subsidiary, including the amendments set forth in the Amendment disseminated to the Certificate holders of Incorporation, Common Stock. The Company shall respond as promptly as reasonably practicable to any comments received from the Amended and Restated By-laws, the Amendment SEC with respect to the Certificate Company Schedule 13E-3 or the Schedule 14D-9 and provide copies of Designations such comments to Parent and Merger Sub promptly upon receipt and copies of the Senior Preferred Stock proposed responses to Parent and the Amendment Merger Sub a reasonable time prior to the Certificate of Designations of the Junior Preferred Stockfiling or disseminating to allow meaningful comment.

Company Action. The Board, at Company hereby consents to the Offer and represents that its Board of Directors has determined by a meeting duly called and held on June 10, 2008, has unanimously (i) determined unanimous vote that the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable to the Company or any Subsidiary Merger are fair to, advisable and in the best interests of, the Company and its stockholders, has approved the Offer and the Merger, has approved and adopted this Agreement, and has resolved to recommend acceptance of the Offer to, and adoption of this Agreement by, the Company's stockholders (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors shall conclude, acting in good faith, after receiving advice from outside counsel or its financial advisor, that failure to modify or withdraw its recommendation would constitute a breach of their fiduciary duties under applicable law, the Board of Directors may so modify or withdraw its recommendation and such modification or withdrawal shall not constitute a breach of this Agreement). The Company further represents that Xxxxxx Xxxxxxx & Co. Incorporated has delivered its written opinion to the Board of Directors of the Company that, as of the date hereof, the consideration to be received by holders of Shares pursuant to the Offer and the SubsidiariesMerger is fair to such holders from a financial point of view. Contemporaneously with the commencement of the Offer, (ii) approvedbut in no event prior to such date as the Purchaser has filed the Tender Offer Documents with the Commission, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is shall file with the Commission and mail to holders of record and beneficial owners of Shares a party and the Transactions applicable Solicitation/ Recommendation Statement on SCHEDULE 14D-9 with respect to the Company or any SubsidiaryOffer (such SCHEDULE 14D-9, including as amended from time to time, the amendments "SCHEDULE 14D-9"), which shall contain the recommendation of the Company's Board of Directors set forth in the Amendment preceding sentence. Parent, Purchaser and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and disseminated to holders of Shares, in each case as and to the Certificate of Incorporation, the Amended and Restated By-extent required by applicable securities laws, the Amendment . The Company shall from time to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (time furnish Purchaser with such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptinformation, if applicableany, the final form including updated or additional lists of Certificate stockholders, mailing labels and lists of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offersecurities positions, and (vi) resolved other assistance as the Purchaser may reasonably request in order to recommend be able to communicate the Offer to the stockholders of the Company Company. Subject to approve the requirements of law, and adopt except for such steps as are necessary to disseminate the Transaction Agreements to which Offer Documents, Parent, Purchaser and each of their respective affiliates and associates shall hold in confidence the Company information contained in any of such lists, labels or any Subsidiary additional information and, if this Agreement is a party and the Transactions applicable terminated, shall promptly redeliver to the Company or any Subsidiary, including the amendments set forth all copies (of whatever nature) of such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktheir possession.

Company Action. (a) The Company hereby approves of --------------- and consents to the Offer and represents and warrants that the Board, at a meeting duly called and held on June 10March 15, 20081998, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Completion of the Acquisition, are fair to the Company or any Subsidiary are and in the best interests of the Company and shareholders of the SubsidiariesCompany, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer and the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations Completion of the Senior Preferred Stock Acquisition and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend that the shareholders of the Company accept the Offer, tender their Shares thereunder to Subsidiary and, if required by applicable law, approve and adopt this Agreement and the Completion of the Acquisition. The Company further represents and warrants that Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation ("DLJ") has delivered to the Board its written opinion dated March 15, 1998 to the effect that, as of the date of such opinion, subject to the assumptions and limitations expressed therein, the consideration to be received by the holders of Shares in the Remaining Shares Offer and the Completion of the Preferred Stock Acquisition pursuant to this Agreement is fair to such holders from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the fact of the recommendations of the Board described in this Section 1.2(a). The Company represents and warrants that they accept the Tender Offer Board has made appropriate amendments to and tender determinations under the Rights Plan (the "Rights Plan Amendments and Determinations"), including without limitation: (A) an amendment to the definition of "Acquiring Person" under the Rights Plan to exclude Parent, Subsidiary and their shares subsidiaries from that definition; (B) an amendment to the definition of "Separation Time" under the Rights Plan to provide that the Separation Time shall not occur by virtue of the execution of this Agreement or the Shareholder Agreements, the consummation of the transactions contemplated or permitted hereunder or thereunder or the acquisition or purchase of Shares by Parent, Subsidiary so their subsidiaries and a determination by the Board to the same effect; and (C) a determination under Section 1.1(a)(v) by the Board approving the acquisition of Shares by Parent, Subsidiary or their subsidiaries pursuant to this Agreement or the Shareholder Agreements, or any other acquisition or purchase of Shares by Parent, Subsidiary or their subsidiaries. The Company further represents and warrants that, because of the Rights Plan Amendments and Determinations, (i) the Rights Plan is inapplicable to Parent's and Subsidiary's entering into this Agreement and the Shareholder Agreements and (ii) the Rights Plan would not impede or cause an adverse effect on, or otherwise be applicable to Parent, Subsidiary or any of their subsidiaries if, Parent, Subsidiary or any of their subsidiaries (A) purchases or acquires, or proposes to purchase or acquire, any securities of the Company pursuant to the Tender Offer, (v) resolved to recommend to the holders Completion of the 12% Senior Notes that they accept Acquisition or the Exchange Offer and tender Shareholder Agreements or (B) purchases or acquires or proposes to purchase or acquire any securities of the Company or enters into any agreement requiring or permitting the purchase or acquisition of any securities of the Company after Parent, Subsidiary or any of their notes subsidiaries has purchased or has acquired Shares pursuant to the Exchange Offer, and Offer or upon exercise of an Option (vi) resolved to recommend to the stockholders as defined in each of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockShareholder Agreements).

Company Action. 1.2(a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held on June 10prior to the date hereof, 2008has, has subject to the terms and conditions set forth in this Agreement, unanimously adopted resolutions (i) determined determining that the Transaction Agreements to which terms of the Company or any Subsidiary is a party Offer, the Merger and the Transactions applicable other transactions contemplated by this Agreement are fair to the Company or any Subsidiary are and in the best interests of the Company and its stockholders, and declaring the Subsidiaries, Agreement advisable; (ii) approvedapproving the execution, adopted delivery and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party performance of this Agreement and the Transactions applicable to consummation of the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer, the Amendment Merger, and the Tender Agreements (collectively, the “Contemplated Transactions”); (iii) recommending that the stockholders of the Company accept the Offer, tender their Shares to Purchaser pursuant to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptOffer and, if applicable, adopt this Agreement (the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock actions in clause (iii), (iii) approved Purchaser and its the “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, Recommendation”); (iv) resolved resolving to recommend to make the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend Recommendation to the stockholders of the Company and directing, that, to approve and adopt the Transaction Agreements to which extent required by the DGCL, this Agreement be submitted for adoption by the stockholders of the Company or any Subsidiary is a party at the Stockholders’ Meeting, and (v) electing that the Offer and the Transactions Merger, to the extent of the Company Board’s power and authority and to the extent permitted by applicable Legal Requirements, not be subject to any “moratorium,” “control share acquisition,” “business combination,” “fair price” or other form of anti-takeover laws (collectively, “Anti-Takeover Laws”) of any jurisdiction that may purport to be applicable to this Agreement (such actions by the Board of Directors described in the preceding clauses (i) through (v), collectively, the “Board Actions”). Subject to Section 6.1(c), the Company hereby consents to the inclusion of the Recommendation in the Offer Documents. The Company further represents that Xxxxxxx & Company, LLC has delivered to the Company Board a written opinion (or any Subsidiary, including an oral opinion to be confirmed in writing) dated as of the amendments set forth in the Amendment date of approval of this Agreement to the Certificate effect that, as of Incorporationthe date of this Agreement, the Amended consideration to be received by the holders of Shares pursuant to each of the Offer and Restated By-laws, the Amendment Merger is fair to the Certificate holders of Designations Shares from a financial point of view (the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock“Fairness Opinion”).

Company Action. The BoardCompany hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "SCHEDULE 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents to Ford and Parent, that (a) each of the Special Committee and the Board of Directors of the Company, at a meeting meetings duly called and held on June 10, 2008held, has unanimously (i) determined that each of the Transaction Agreements to which the Company or any Subsidiary is a party Tender Offer and the Transactions applicable Merger is fair to the Company or any Subsidiary are and in the best interests of the Company Company's stockholders (other than Parent and the Subsidiaries, its affiliates); (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to transactions contemplated hereby, including, without limitation the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Tender Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval Merger; and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders of the Remaining Shares of the Preferred Stock that they Company's stockholders accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend tender their Shares pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; provided, however, that such recommendation may be withdrawn or modified to the holders extent that the Board, based on the recommendation of the 12% Senior Notes Special Committee, determines in good faith, based on the advice of outside counsel, that they accept the Exchange Offer and tender their notes pursuant such recommendation would be inconsistent with its fiduciary duties to the Exchange Offer, Company's stockholders under applicable law; and (vib) resolved Lazard Freres & Co. LLC, the financial advisor to recommend the Special Committee ("LAZARD LLC"), has delivered to the Special Committee and the Board its written opinion that the consideration to be received by the stockholders of the Company (other than Parent and its affiliates) pursuant to approve each of the Tender Offer and adopt the Transaction Agreements Merger is fair to such stockholders from a financial point of view. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Ford or Parent in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and Ford and Parent, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the Shares, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Ford, Parent and their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockother communications.

Company Action. (a)(i) The Board, Company hereby consents to the Offer and represents that at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that prior to the Transaction Agreements to execution of this Agreement at which all directors of the Company or any Subsidiary is a party were present, the Company Board duly and unanimously adopted resolutions (A) declaring that this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company Company’s stockholders, (B) approving and declaring advisable this Agreement and the Subsidiariestransactions contemplated hereby, including the Offer and the Merger, (C) approving and adopting an amendment to the Company Rights Agreement to render the Company Rights inapplicable to this Agreement, the Tender and Support Agreement and the transactions contemplated hereby and thereby, including the Offer and the Merger, and (D) recommending that the Company’s stockholders accept the Offer, tender their Company Shares to Merger Subsidiary pursuant to the Offer and grant the Stockholder Approval (such recommendation, the “Board Recommendation”). (ii) approvedThe Company hereby consents to the inclusion of the foregoing determinations and approvals in the Offer Documents and, adopted and declared advisable to the Transaction Agreements to which extent that no Adverse Recommendation Change shall have occurred in accordance with Section 7.03(b), the Company or any Subsidiary is a party and the Transactions applicable hereby consents to the Company or any Subsidiary, including inclusion of the amendments set forth Board Recommendation in the Amendment to Offer Documents. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the Certificate names and addresses of Incorporationall record holders of Company Shares and lists of securities positions of Company Shares held in stock depositories, the Amended in each case true and Restated By-laws, the Amendment to the Certificate of Designations correct as of the Senior Preferred Stock most recent practicable date, and shall provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Amendment Offer. Parent and Merger Subsidiary shall treat the information contained in such labels, listing or files and any additional information referred to in the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made preceding sentence in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve terms and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 conditions of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockConfidentiality Agreement.

Company Action. (a) The BoardCompany shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC, as promptly as practicable on the date of the filing by Parent and Merger Sub of the Offer Documents, a Schedule 13E-3 (the "Company Schedule 13E-3") and a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, and including the exhibits thereto, the "Schedule 14D-9") reflecting the recommendation of the Board of Directors of the Company that holders of shares of Common Stock tender their shares of Common Stock pursuant to the Offer, and shall disseminate the Schedule 14D-9 to holders of the Common Stock, in each case as and to the extent required by applicable Law. The Schedule 14D-9 will set forth, and the Company hereby represents, that the Board of Directors of the Company, acting upon the unanimous recommendation of the Special Committee, at a duly held meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which Offer, the Company or any Subsidiary is a party Merger, this Agreement and the Transactions applicable other transactions contemplated hereby are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesits stockholders (other than Parent and its Affiliates), (ii) approvedapproved the Offer, adopted the Merger, the execution, delivery and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party performance of this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations consummation of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made transactions contemplated hereby in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )applicable Law, (iii) approved Purchaser resolved to recommend that the holders of Common Stock accept the Offer, tender their shares of Common Stock into the Offer, and its “affiliates” approve the Merger and “associates” this Agreement (each as defined in Section 203 to the extent such approval is required by applicable Law for the consummation of the DGCLMerger) becoming “interested shareholders” within (such recommendations, together with the meaning of Section 203 of determinations set forth in clause (i), the DGCL"Recommendation"), (iv) resolved to recommend to directed that the holders approval of the Remaining Shares Merger and this Agreement be submitted for consideration of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which at the Company or Stockholder Meeting (to the extent required by applicable Law) and (v) taken all other action necessary to render any Subsidiary is a party Takeover Statute inapplicable to each of the Offer, the Merger, this Agreement, the Tender Agreements and the Transactions Voting Agreement and the other transactions contemplated hereby and thereby (such actions by the Board of Directors of the Company described in the preceding clauses (i) through (v), collectively, the "Board Actions"). The Company hereby consents to the inclusion in the Offer Documents of the Board Actions. The Company agrees promptly to correct the Company Schedule 13E-3 and the Schedule 14D-9 if and to the extent that it shall become false or misleading in any material respect (and each of Parent and Merger Sub, with respect to written information supplied by it specifically for use in the Company Schedule 13E-3 or the Schedule 14D-9, shall promptly notify the Company of any required corrections of such information and cooperate with the Company with respect to correcting such information) and to supplement the information contained in the Company Schedule 13E-3 or the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use reasonable best efforts to cause the Company Schedule 13E-3 or the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Company's stockholders to the extent required by applicable Federal securities laws. Parent, Merger Sub and their counsel shall be given a reasonable opportunity to review and comment on the Company Schedule 13E-3 and the Schedule 14D-9 and any amendments thereto before they are filed with the SEC or disseminated to the holders of Common Stock. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Company Schedule 13E-3 or any Subsidiary, including the amendments set forth in the Amendment Schedule 14D-9 and provide copies of such comments to the Certificate Parent and Merger Sub promptly upon receipt and copies of Incorporation, the Amended proposed responses to Parent and Restated By-laws, the Amendment Merger Sub a reasonable time prior to the Certificate of Designations of the Senior Preferred Stock and the Amendment filing or disseminating to the Certificate of Designations of the Junior Preferred Stockallow meaningful comment.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that the board of directors of the Company (the “Board of Directors”), at a meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany’s stockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCL, requirements of the Delaware Law and (iii) subject to Section 7.04(b), resolved to recommend acceptance of the Offer and, and if required by Delaware Law, adoption of this Agreement by its stockholders. The Company has been advised that all of its directors and executive officers who own Shares shall tender their Shares pursuant to the Offer. The Company shall promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the most recent practicable date, and shall provide to Parent such additional Board approvals information (including updated lists of stockholders, mailing labels and lists of securities positions) (the “Mailing Information”) and such other assistance as Parent may be necessary reasonably request in connection with the Offer. Subject to the requirements of Applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents to consummate the Offer as contemplated hereby and any other documents necessary to consummate the Merger as contemplated hereby, Parent, Merger Subsidiary and their Representatives shall keep confidential any Mailing Information provided by or on behalf of Company pursuant to this Section 7.13 2.02(a) and (prior to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock Effective Time) use the Mailing Information only in connection with the Offer and the Certificate of Designations of Series B-2 Preferred Stock Merger as contemplated by this Agreement. In the event that this Agreement is terminated (or the Offer is terminated for any reason), Parent and Merger Subsidiary shall (iiiand shall cause their Representatives to) approved Purchaser promptly (and its “affiliates” and “associates” (each as defined in Section 203 of the DGCLany event within 24 hours) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend return to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer Company, shall delete any and tender their shares all electronic copies of, and shall not retain any copies or duplicates of, any and all Mailing Information theretofore made available to Parent and Merger Subsidiary pursuant to this Section 2.02(a) to facilitate the Tender Offer, (v) resolved to recommend to Offer or the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockMerger.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.1), are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer and the Amendment Merger, which approval satisfies the requirements of the General Corporation Law of the State of Delaware (the "Delaware Law"), and (iii) resolved, subject to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations fiduciary duties of the Senior Preferred Stock and the Amendment Board of Directors under applicable laws as advised by Xxxxxx & Xxxx, L.L.P. ("Company Counsel"), to the Certificate of Designations recommend acceptance of the Junior Preferred Stock (such Offer and approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock this Agreement and the Certificate Merger by its stockholders. The Company further represents that Xxxxx & Company has delivered to the Company's Board of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser Directors its written opinion that the consideration to be paid in the Offer and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend Merger is fair to the holders of Shares from a financial point of view. The Company has been advised that all of its directors (other than Xx. Xxxxxx who has not advised the Remaining Shares of the Preferred Stock that they accept the Tender Offer Company as to what he intends to do) and executive officers intend either to tender their shares Shares pursuant to the Tender OfferOffer or to vote in favor of the Merger. The Company will promptly furnish Buyer with a list of its stockholders, (v) resolved to recommend mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders best knowledge of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations as of the Senior Preferred Stock most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in connection with the Amendment to Offer. Buyer will return such materials promptly if the Certificate of Designations of the Junior Preferred StockOffer is not consummated or this Agreement is terminated.

Company Action. (a) The BoardCompany hereby consents to the -------------- Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger (such approval and adoption having been made defined below in accordance with the DGCLSection 2.1), subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate Stockholder Option Agreement, dated as of Designations of Series B-2 Preferred Stock March 29, 1999 (the "Stockholder Option Agreement"), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to among the stockholders of the Company to approve that are named therein ("Stockholders") and adopt the Transaction Agreements to which the Company or any Merger Subsidiary is a party and the Transactions applicable transactions contemplated thereby, are advisable and are fair to and in the Company or any Subsidiarybest interest of the Company's stockholders, (ii) approved this Agreement and the transactions contemplated hereby, including the amendments set forth Offer and the Merger, and the Stockholder Option Agreement and the transactions contemplated thereby, which approval constitutes approval under Section 203 of the General Corporation Law of the State of Delaware (the "Delaware Law") such that the Offer, the Merger, the Stockholder Option Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of Delaware Law, and (iii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Credit Suisse First Boston Corporation ("CSFB") has delivered to the Company's Board of Directors its opinion that the consideration to be paid in the Amendment Offer and the Merger is fair to the Certificate holders of Incorporation, the Amended Company Shares (as defined below in Section 2.2(c)) from a financial point of view. The Company has been advised that all of its directors and Restated By-laws, the Amendment executive officers presently intend either to tender their Shares pursuant to the Certificate of Designations Offer or to vote in favor of the Senior Preferred Stock Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, mailing labels and any available listing or computer file containing the Amendment to the Certificate names and addresses of Designations all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the Junior Preferred Stockmost recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the Offer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 1027, 20081999, has unanimously duly adopted resolutions that (iA) determined that the Transaction Agreements to which the Company or any Subsidiary Merger is a party advisable and that this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company Holders, (B) approved and adopted this Agreement and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock transactions contemplated hereby (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form provisions of Certificate ss. 203 of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock Delaware Law), (iiiC) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock recommended that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to accept the Offer, approve the Merger and approve and adopt this Agreement and the Transaction Agreements transactions contemplated hereby and (D) took all other applicable action necessary to which render (x) Section 203 of the General Corporation Law of the State of Delaware and other state takeover statutes and (y) the Rights Agreement, inapplicable to the Offer and the Merger, and (ii) Goldman Sachs & Co. ("Goldman") has delivered to the Board its opinxxx (xxixx xxll be confirmed in writing), as of the date hereof, that the consideration to be received by the holders of shares of Common Stock pursuant to each of the Offer and the Merger is fair to the holders of shares of Common Stock from a financial point of view. Subject to the fiduciary duties of the Board under applicable law as determined by the Board in good faith after receiving advice from independent counsel, the Company or any Subsidiary is a party and the Transactions applicable hereby consents to the Company or any Subsidiary, including the amendments set forth inclusion in the Amendment Offer Documents of the recommendation of the Board described in the immediately preceding sentence. The Company has advised Parent that each of its directors and executive officers intends to tender pursuant to the Certificate Offer all Shares owned of Incorporation, the Amended record and Restated By-laws, the Amendment beneficially by him or her except to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockextent such tender would violate applicable securities laws.

Company Action. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of shares of Common Stock a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9"). The BoardSchedule 14D-9 will set forth, and the Company hereby represents to Parent and Purchaser, that (a) the Special Committee, at a meeting thereof duly called and held on June 10, 2008held, has unanimously (i) determined that this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Tender Offer and the Transactions applicable to the Company or any Subsidiary Merger would be advisable and are in the best interests of the Company and the Subsidiaries, its stockholders (other than Parent and its Affiliates); (ii) approveddetermined that this Agreement, adopted the Tender Offer and the Merger should be approved and declared advisable by the Transaction Agreements to which the Company or any Subsidiary is a party Board; and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and adopt this Agreement if submitted for their approval; (b) the Remaining Shares of the Preferred Stock Board, at a meeting duly called and held, has (i) determined that they accept this Agreement, the Tender Offer and tender their shares pursuant the Merger would be advisable and are in the best interests of the Company's stockholders (other than Parent and its Affiliates); (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including, without limitation the Tender Offer and the Merger; and (iii) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and adopt this Agreement if submitted for their approval; and (vc) resolved to recommend Xxxxxx X. Xxxx & Company ("Xxxxxx X. Xxxx"), the financial advisor to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant Special Committee, has delivered to the Exchange Offer, Special Committee and (vi) resolved the Board its written opinion that the consideration to recommend to be received by the stockholders of the Company (other than Parent and its Affiliates) pursuant to approve each of the Tender Offer and adopt the Transaction Agreements Merger is fair to such stockholders from a financial point of view. If the Special Committee or the Board determines to withdraw, modify or amend its recommendations described above as a result of the existence of a Superior Proposal in conformity with Section 6.02 of this Agreement, such withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall have the effects specified herein. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing expressly for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review and comment on the Schedule 14D-9 before any filing with the SEC. In addition, the Company agrees to provide Parent, Purchaser and their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockother communications.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held on June 10held, 2008has, has unanimously subject to the terms and conditions set forth herein, (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including the Company or any Subsidiary Offer and the Merger, are fair to, and in the best interests of, the shareholders of the Company and the SubsidiariesCompany, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions transactions contemplated hereby, including the Offer and the Merger, in all respects and that such approval constitutes approval of the Offer, this Agreement and the Merger for purposes of Section 1201 of the California General Corporation Law (the "CGCL"), and similar provisions of any other similar state statutes that might be deemed applicable to the transactions contemplated hereby, and (iii) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock thereunder to Acquisition and approve and adopt this Agreement and the Merger; provided, however, that such recommendation may be withdrawn, modified or any Subsidiaryamended to the extent that the Company Board by a majority vote determines in its good faith judgment, including based on the amendments set forth advice of counsel, that it is required to do so in the Amendment exercise of its fiduciary duties under the CGCL. The Company consents to the Certificate inclusion of Incorporationsuch recommendation and approval in the Offer Documents. The Company further represents and warrants that Donaxxxxx, the Amended and Restated By-laws, the Amendment Xxfkxx & Xenrxxxx (xxe "Financial Adviser") has delivered to the Certificate of Designations Company Board its written opinion, dated as of the Senior Preferred Stock date hereof, that the cash consideration to be received by the shareholders of the Company pursuant to the Offer and the Amendment Merger is fair to such shareholders. The Company has been authorized by the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLFinancial Adviser to permit, subject to any additional Board approvals as may the prior review and consent by the Financial Adviser (such consent not to be necessary unreasonably withheld), the inclusion of the fairness opinion (or a reference thereto) in connection with Section 7.13 to approve and adoptthe Schedule 14D-9 and, if applicablerequired, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Schedule 13E-3 (each, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock1.2(b)).

Company Action. (a) The BoardCompany hereby consents to the Offer and represents and warrants that the board of directors of the Company (the "BOARD OF DIRECTORS"), at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including, without limitation, the Offer, the Merger and the purchase of shares of Company Common Stock contemplated by the Offer (collectively the "TRANSACTIONS"), are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's shareholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved of this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLrequirements of the NJBCA, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Common Stock pursuant to the Offer and approve and adopt this Agreement and the Merger. Notwithstanding the foregoing, such recommendation may be withdrawn, modified or amended as permitted by Section 6.05(c). The Company hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 and the Proxy Statement (if any) of such recommendation of the Board of Directors. The Company represents and warrants that the Board of Directors has received the written opinion (the "GS FAIRNESS OPINION") of Xxxxxxx Xxxxx & Co. ("GS"), stating that as of the date of such opinion, the proposed consideration to be received by the holders of the Remaining Shares shares of the Preferred Company Common Stock that they accept the Tender Offer and tender their shares pursuant to the Tender OfferOffer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by GS to permit, (v) resolved to recommend subject to the prior review and consent by GS (such consent not to be unreasonably withheld), the inclusion of the GS Fairness Opinion (or a reference thereto) in the Offer Documents and the Schedule 14D-9. The Company acknowledges that Voting and Tender Agreements have been executed and delivered by holders of a majority of the 12outstanding shares of Class A Stock and 100% Senior Notes of the outstanding shares of Class B Stock and has also been advised by each of its directors and by each corporate officer who, as of the date hereof, is aware of the Transactions and is not a party to or bound by such Voting and Tender Agreement, that they accept the Exchange Offer and each such person intends to tender their notes pursuant to the Exchange OfferOffer all shares of Company Common Stock owned, and (viof record or beneficially, by such person which he or she may sell without liability under Section 16(b) resolved to recommend to the stockholders of the Company to approve and adopt Exchange Act, unless the Transaction Agreements to which the Company Company's recommendation shall have been withdrawn or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockmaterially modified as permitted by Section 6.05(c).

Company Action. (a) The BoardCompany hereby consents to the Offer and represents and warrants that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that this Agreement and its contemplated transactions, including the Transaction Agreements to which Offer, the Company or any Subsidiary is a party Merger, and the Transactions applicable purchase of shares of Company Stock contemplated by the Offer (the "TRANSACTIONS"), are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's shareholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any SubsidiaryTransactions, including the amendments set forth in the Amendment to the Certificate of IncorporationOffer, the Amended and Restated By-lawsMerger, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to purchase of shares of Company Stock contemplated by the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Offer, in accordance with the DGCLrequirements of the Indiana Law, subject to any additional Board approvals as may be necessary which approval satisfies in connection with Section 7.13 to approve full the requirements of prior approval contained in Sections 23-1-40-1, 23-1-43-18 and adopt, if applicable, 23-1-43-19(1) of the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Indiana Law, (iii) approved Purchaser taken all requisite action to amend, and its “affiliates” has duly and “associates” (each as defined in Section 203 validly amended, the Company's bylaws to provide that Chapter 42 of the DGCLIndiana Law does not apply to control share acquisitions of shares of Company Stock (including, without limitation, by Parent or Merger Subsidiary pursuant to the Offer or the Merger) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, and (iv) resolved resolved, subject to Section 7.04 to recommend that the shareholders of the Company accept the Offer, tender their shares of Company Stock pursuant to the Offer and approve and adopt this Agreement and the Merger. The Company hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 (as defined below) and the Proxy Statement (as defined below) (if any) of such recommendation of the Board of Directors. The Company represents and warrants that the Board of Directors has received the written opinion (the "DLJ FAIRNESS OPINION") of Donaxxxxx, Xxfkxx & Xenrxxxx Xxxurities Corporation ("DLJ"), stating that as of the date of such opinion, the proposed consideration to be received by the holders of the Remaining Shares shares of the Preferred Company Stock that they accept the Tender Offer and tender their shares pursuant to the Tender OfferOffer and the Merger is fair to such holders from a financial point of view. The Company has been authorized by DLJ to permit, (v) resolved to recommend subject to the holders prior review and consent by DLJ (such consent not to be unreasonably withheld), the inclusion of the 12% Senior Notes that they accept DLJ Fairness Opinion (or a reference thereto) in the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party Documents and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockSchedule 14D-9.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008, has unanimously (i) unanimously determined that this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Stock Option Agreement and the Transactions applicable Transactions, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's shareholders, (ii) approvedunanimously approved and adopted this Agreement, adopted and declared advisable the Transaction Agreements to which Stock Option Agreement, the Company or any Subsidiary is a party Shareholder Agreement and the Transactions applicable to the Company or any SubsidiaryTransactions, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger, in accordance with the DGCLrequirements of the California Law and (iii) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its shareholders, provided that, subject to any additional Section 7.04(c), the Board approvals as of Directors of the Company may withdraw, modify or amend such recommendation only to the extent the Company's Board of Directors shall have determined in good faith, on the basis of advice of its outside legal counsel, that consistent with its fiduciary duties under applicable law, it must take such action. The Company further represents that Xxxxxx Brothers Inc. has delivered to the Company's Board of Directors its written opinion that the consideration to be necessary paid in connection with Section 7.13 the Offer and the Merger is fair to approve the holders of Shares from a financial point of view. The Company has been advised that all of its directors, and adopteach of its executive officers who has been informed of the Transactions and who owns Shares, intend to tender their Shares pursuant to the Offer and, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined to vote in Section 203 favor of the DGCL) becoming “interested shareholders” within the meaning of Section 203 Merger. The Company will cause its transfer agent to promptly furnish Parent with a list of the DGCLCompany's shareholders, (iv) resolved to recommend to mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories and to provide to Parent such additional information (including, without limitation, updated lists of shareholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.

Company Action. The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting duly called and held on June 10October 27, 20082003, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to Option Agreements and the Company or any Subsidiary transactions contemplated hereby (including the Offer and the Merger) and thereby (collectively, the "Transactions") are fair to, and in the best interests of, the holders of the Company and the SubsidiariesShares, (ii) approved, adopted and declared advisable this Agreement, the Transaction Option Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve ) and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser subject to Section 9.02, resolved to recommend that the holders of Shares accept the Offer and its “affiliates” and “associates” (each as defined in Section 203 of tender Shares pursuant to the DGCL) becoming “interested shareholders” within the meaning of Section 203 of Offer, and, if required under the DGCL, (iv) resolved adopt this Agreement. Subject to recommend Section 9.02, the Company hereby consents to the holders inclusion in the Offer Documents of the Remaining Shares recommendation of the Preferred Stock that they accept Company Board described in this Section 3.03(a). Subject to Section 9.02, neither the Tender Offer and tender their shares pursuant Company Board nor any committee thereof shall (i) withhold, withdraw, amend, change or modify any approval or recommendation of the Transactions in any manner adverse to the Tender OfferPurchaser or Parent, (vii) resolved approve or recommend, or propose to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offerapprove or recommend, and (vi) resolved to recommend any other merger or other offer to the stockholders of the Company or (iii) enter into any agreement with respect to approve and adopt any other merger or other offer to the Transaction Agreements to which stockholders of the Company. Notwithstanding the foregoing, in the event that the Company Board determines in good faith that it is required to do so by its fiduciary duties under Law after consultation with outside legal counsel, the Company Board may withhold, withdraw, amend, change or any Subsidiary is a party modify its approval or recommendation of the Offer or the Merger. The Company represents and warrants that it has been advised by its directors and executive officers that they intend, as of the Transactions applicable date of this Agreement, to tender all Shares beneficially owned by them to Purchaser pursuant to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The Board, Company hereby approves of and consents to the Offer and represents that at a meeting duly called and held on June 10, 2008, the Board of Directors of the Company has unanimously (i) by unanimous vote of all directors present and voting, approved and adopted this Agreement and the transactions contemplated hereby and determined that the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable to the Company or any Subsidiary Merger are in the best interests of the Company and the Subsidiariesits stockholders and on terms that are fair to such stockholders, (ii) approvedby unanimous vote of all directors present and voting, adopted and declared advisable amended the Transaction Agreements Rights Agreement to which make the Rights Agreement inapplicable to the Offer, the Merger, the Company or Stock Option (as defined in Section 5.5), this Agreement, the Support Agreements, the Director Option Termination Agreements and any Subsidiary other transaction contemplated hereby and thereby, and determined that such amendment to the Rights Agreement is a party in the best interests of the Company and its stockholders, and (iii) recommended that the Company's stockholders accept the Offer and tender all of their Shares (and associated Rights) in connection therewith and, if required under the DGCL, approve this Agreement and the Transactions applicable transactions contemplated hereby (it being understood that, notwithstanding anything in this Agreement to the Company contrary, if the Company's Board of Directors modifies or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made withdraws its recommendation in accordance with the DGCLterms of Section 5.3(b), such modification or withdrawal shall not constitute a breach of this Agreement). The Company represents that its Board of Directors has received the written opinion of Xxxxx Xxxxx Xxxxxx & Company LLC (its "Financial Advisor") that the consideration to be received ----------------- by the holders (other than Parent and the Purchaser) of Shares (and associated Rights) pursuant to each of the Offer and the Merger is fair to such holders from a financial point of view, and that a complete and correct signed copy of such opinion has been delivered on or prior to the date hereof by the Company to Parent. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Company's Board of Directors described in the immediately preceding sentence (subject to the right of the Board of Directors to modify or withdraw such recommendation in accordance with Section 5.3(b)). The Company represents that it has been authorized by its Financial Advisor to permit, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicablethe prior review by its Financial Advisor, the final form inclusion of Certificate of Designations of Series B-1 Preferred Stock the fairness opinion (and a description thereof) in the Certificate of Designations of Series B-2 Preferred Stock )Offer Documents, the Schedule 14D-9 (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL1.2(b)) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth Proxy Statement (as defined in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockSection 4.6).

Company Action. The Board, (a) Cabot hereby approves of and consents to the Offer and represents and warrants that the Cabot Board of Trustees at a meeting duly called and held on June 10October 28, 20082001, has unanimously (iA) determined that this Agreement, the Transaction Agreements to which Offer, the Company or any Subsidiary is a party Merger and the Transactions applicable to the Company or any Subsidiary other transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of Cabot and its shareholders; (B) voted to (1) approve the Company Transaction Documents and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated thereby, including the amendments set forth Merger and (2) recommend acceptance and approval by the holders of Cabot Common Shares of this Agreement, the Offer, the Merger, the Transaction Documents and the other transactions contemplated hereby or thereby and that such holders tender their Cabot Common Shares in the Amendment Offer; (C) took all other action necessary to render the Cabot Rights Agreement inapplicable to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLMerger, subject to without any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend payment to the holders of the Remaining Shares Rights; (D) took all action necessary to waive the application of the Preferred Stock that they accept ownership limit (the Tender Offer and tender their shares pursuant to the Tender Offer, (v"Ownership Limit") resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment Cabot Charter (as hereinafter defined) to the Certificate purchase or ownership of Incorporationany Cabot Common Shares acquired pursuant to the Offer, the Amended Merger, or otherwise pursuant to the Transaction Documents; and Restated By-laws(E) took all actions necessary to render inapplicable to each of the transactions contemplated by the Transaction Documents or exempt such transactions from the provisions of any "fair price", "moratorium", "control share acquisition" or other takeover defense or similar statute or regulation that would otherwise govern such transactions and the parties hereto, including the provisions of the Takeover Statutes (as hereinafter defined). Subject to the terms of this Agreement, Cabot consents to the inclusion of such recommendations and approvals in the Offer Documents. Cabot hereby represents and warrants that the Cabot Financial Advisor has delivered to the Cabot Board of Trustees its written Fairness Opinion that, subject to the various assumptions and qualifications set forth therein, as of the date of such opinion, the Amendment consideration to be received by holders of Cabot Common Shares pursuant to this Agreement, the Offer and the Merger is fair from a financial point of view to such holders (other than CalWest and its affiliates). Cabot has been authorized by the Cabot Financial Advisor to permit, subject to the Certificate of Designations prior review and consent of the Senior Preferred Stock Cabot Financial Advisor and its counsel (such consent not to be unreasonably withheld) (i) the inclusion of the Fairness Opinion in the Schedule 14D-9 (as hereinafter defined) and the Amendment Proxy Statement (as hereinafter defined) and (ii) references to the Certificate of Designations identity of the Junior Preferred StockCabot Financial Advisor and to the Fairness Opinion's substance and conclusions in the Offer Documents. Cabot represents and warrants that it has been advised by each of its Trustees and executive officers that they intend to tender all Cabot Common Shares beneficially owned by them to Rooster Acquisition Corp. pursuant to the Offer.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) unani- mously determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions con- templated hereby, including the Offer and the Merger (defined below in Section 2.1), are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party unanimously approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to Merger, which approval satisfies in full the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning requirements of Section 203 of the DGCLGeneral Corporation Law of the State of Delaware (the "Delaware Law"), and (iviii) unani- mously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders. The Company further represents that Lazard Freres & Co. LLC has delivered to the Company's Board of Direc- tors its opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of the Remaining Shares from a xxxxx- cial point of the Preferred Stock view. The Company has been advised that they accept the Tender Offer all of its directors and executive officers presently intend either to tender their shares Shares pursuant to the Tender OfferOffer or to vote in favor of the Merger. The Company will promptly furnish Parent and Merger Subsidiary with a list of its stockholders, (v) resolved to recommend to mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock deposito- xxxx, in each case as of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offermost recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (viincluding, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The BoardCompany hereby approves of and agrees to undertake the Debt Offer and represents and warrants that the Board of Directors of the Company (the "COMPANY BOARD"), at a meeting duly called and held on June 10held, 2008has, has unanimously subject to the terms and conditions set forth herein, (i) determined that this Agreement, which provides, among other things, for the Transaction Agreements to which Debt Offer, the Company or any Subsidiary is a party Circon Sale (as defined in Section 5.6(d)) and the Transactions applicable to the Company or any Subsidiary are Merger, is advisable, fair to, and in the best interests of, the shareholders of the Company and the SubsidiariesCompany, (ii) approved, adopted and declared advisable the Transaction Agreements resolved to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such recommend approval and adoption having been made of the plan of merger (within the meaning of Article 5.03 of the TBCA) contained in accordance with this Agreement by such shareholders of the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Company, (iii) approved Purchaser the Merger and its “affiliates” and “associates” (each as defined in Section 203 all of the DGCL) becoming “interested shareholders” within the meaning other Transactions, for purposes of Section 203 Article 13.03 of the DGCLTBCA and taken all necessary steps to render Article 13.03 of the TBCA inapplicable to the Transactions contemplated hereby, (iv) resolved to recommend elect, to the holders extent permitted by law, not to be subject to any state takeover law other than Article 13.03 of the Remaining Shares of the Preferred Stock TBCA that they accept the Tender Offer and tender their shares pursuant may purport to be applicable to the Tender OfferTransactions contemplated hereby, (v) resolved has taken all action under the Rights Agreement to recommend to make the holders of the 12% Senior Notes that they accept the Exchange Offer representations and tender their notes pursuant to the Exchange Offerwarranties contained in Section 3.13 true and correct in all respects, and (vi) resolved to recommend to recommend, and recommended, that the stockholders shareholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable Merger. The determinations, resolutions and recommendations referred to in the immediately preceding sentence are collectively referred to herein as the "COMPANY BOARD RECOMMENDATION". The Company shall include a statement of such recommendation and approval in the Proxy Statement (as defined in Section 3.5). The Company further represents that Lazard Freres & Co. LLC (the "FINANCIAL ADVISOR") has delivered to the Company or any SubsidiaryBoard its written opinion that, including as of the amendments set forth date of such opinion, the Per Share Amount to be received in the Amendment Merger by the holders of Shares (other than Purchaser and the Specified Shareholders) is fair from a financial point of view to such holders. The Company agrees to, and has been authorized by the Certificate of IncorporationFinancial Advisor to, permit the Amended and Restated By-laws, the Amendment to the Certificate of Designations inclusion of the Senior Preferred Stock and fairness opinion (or a reference thereto) in the Amendment to the Certificate of Designations of the Junior Preferred StockProxy Statement.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger (defined below in Section 2.1), are advisable and are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLMerger, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Tender Agreement and the transactions contemplated thereby, (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in which approval constitutes approval under Section 203 of the DGCLGeneral Corporation Law of the State of Delaware (the "Delaware Law") becoming “interested shareholders” within such that the meaning Offer, the Merger, this Agreement and the Tender Agreement and the other transactions contemplated hereby and thereby are not and shall not be subject to any restriction of Section 203 of the DGCLDelaware Law, and (iviii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by the Company's stockholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). The Company further represents that Xxxxxxx Xxxxx & Co. ("Xxxxxxx Sachs") has rendered to the holders Company's Board of Directors its opinion that the Remaining Shares consideration to be received by the Company's stockholders pursuant to this Agreement is fair to such stockholders from a financial point of the Preferred Stock view. The Company has been advised that they accept the Tender Offer all of its directors and executive officers presently intend to tender their shares Shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer . The Company will promptly furnish Parent and tender their notes Merger Subsidiary pursuant to the Exchange Offerterms of their Confidentiality Agreements with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case as of the most recent practicable date, and will provide to Parent and Merger Subsidiary such additional information (viincluding, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) resolved to recommend to and such other assistance as Parent or Merger Subsidiary may reasonably request in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. The BoardBoard of Directors of the Company, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary Merger is a party fair and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiariesits stockholders, (ii) approved, adopted and declared advisable approved the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made Merger in accordance with the provisions of the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser this Agreement, the Certificate of Merger and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCLOption Agreement, (iv) authorized the execution and delivery of this Agreement, the Certificate of Merger and the Option Agreement and (v) directed that this Agreement and the Merger be submitted to the Company Stockholders for their approval and resolved to recommend that Company Stockholders vote in favor of the approval of this Agreement and the Merger. The Company has received the opinion of FBW dated of recent date, satisfactory to the holders Company and its Board of Directors to the effect that the terms of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant Merger are fair to the Tender OfferCompany Stockholders from a financial point of view (the "FBW Opinion"). On the date hereof, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt has entered into an option agreement (the Transaction Agreements "Option Agreement") with the Parent in substantially the form attached hereto as Exhibit B pursuant to which the Company or any Subsidiary grants the Parent an option, --------- under certain circumstances whereby this Agreement is a party terminated and the Transactions applicable Merger does not take place as contemplated herein, to purchase up to that number of Company Shares as may equal 16% of the issued and outstanding Company Shares, at a price equal to the Per Share Consideration payable in cash. The Company shall use it reasonable efforts to obtain and deliver to the Parent simultaneously with the execution of this Agreement or as soon as practicable thereafter, the written agreement of the executive officers and directors listed on Schedule 2.32 hereto, and all other persons or entities who ------------- are at such time "affiliates" of the Company for purposes of Rule 145 under the Securities Act, to the extent such persons or entities own Company Shares (the "Company Affiliates") substantially in the form attached hereto as Exhibit C (an --------- "Affiliate Agreement") pursuant to which each of the Company Affiliates shall have (i) acknowledged that the Merger Shares to be received by them will be subject to certain resale restrictions under Rule 145 of the Securities Act, and (ii) with respect to the Company Affiliates who are directors or any Subsidiaryexecutive officers of the Company (other than Mr. Xxxxxxx Xxxxxxxx) agreed to vote all Company Shares owned by them or over which they have voting control, including in favor of the amendments set forth in the Amendment Merger and this Agreement and irrevocably grant a proxy, coupled with an interest, to the Certificate Parent or its designee to vote such Company Shares in favor of Incorporation, this Agreement and the Amended and Restated By-laws, Merger. Schedule 2.32 of the Amendment Company Disclosure ------------- Schedule identifies all persons or entities who or which are as of the date hereof Company Affiliates. The Company has delivered to the Certificate of Designations Parent the Employment Agreements and Noncompetition and Confidentiality Agreements (attached hereto as Exhibits E and E-1, respectively and referred collectively as the "Employment Agreements") executed by Xxxxx X. Xxxxxxx, Xxxxxx X. Xxxxxxxx and Xxxx X. XxXxxxxx III, which agreements will become effective only upon consummation of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockMerger.

Company Action. The Board(a) Company hereby consents to the -------------- Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008held, has unanimously by unanimous vote of the directors participating therein (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are advisable and are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer and the Amendment to Merger, which approval constitutes approval under Section 203 of Delaware Law such that the Certificate of IncorporationOffer, the Amended and Restated By-lawsMerger, the Amendment to the Certificate of Designations of the Senior Preferred Stock this Agreement and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval other transactions contemplated hereby are not and adoption having been made in accordance with the DGCL, shall not be subject to any additional Board approvals as may be necessary in connection with Section 7.13 restriction pursuant to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCLDelaware Law, and (iviii) resolved to recommend to the holders acceptance of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and approval and adoption of this Agreement and the Merger by Company's stockholders (the recommendations referred to in this clause (iii) are collectively referred to in this Agreement as the "Recommendations"). Company further represents that FleetBoston Xxxxxxxxx Xxxxxxxx Inc. has rendered to Company's Board of Directors its opinion that the consideration to be received by Company's stockholders pursuant to this Agreement is fair to such stockholders from a financial point of view. Company has been advised that all of its directors and executive officers currently intend to tender their shares Shares pursuant to the Tender Offer. (b) As soon as practicable on the day that the Offer is commenced, Company will file with the SEC and disseminate to holders of Shares a Solicitation/Recommendation Statement on Schedule 14D-9 (vthe "Schedule 14D-9") resolved which shall, subject to recommend Section 6.3(b), reflect the Recommendations. Company, Parent and Merger Sub each agree promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false or misleading in any material respect. Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the 12% Senior Notes that they accept the Exchange Offer Shares, in each case as and tender their notes pursuant to the Exchange Offer, extent required by applicable federal securities laws. Parent and (vi) resolved its counsel shall be given a reasonable opportunity to recommend review and comment on the Schedule 14D-9 and any material amendments thereto prior to its being filed with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockSEC.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors (with Messrs. Lytle, Sheridan, Housxx xxx Smitx xxxtaining), at a meeting duly called and held and acting on June 10, 2008the unanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "Special Committee"), has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary are in the best interests of the Company and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock Merger (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 2.01), are fair to and in the best interest of the DGCLCompany's stockholders, excluding with respect to such determination the Purchaser, Parent and Parent's other subsidiaries; (ii) becoming “interested shareholders” within approved this Agreement and the meaning of Section 203 of transactions contemplated hereby, including the DGCL, Offer and the Merger; and (iviii) resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders; provided, that such recommendation may be withdrawn, modified or amended to the extent the Board of Directors of the Company deems it necessary to do so in the exercise of its fiduciary obligations to the Company's stockholders after being so advised by counsel. The Company further represents that the Special Committee's investment banker has delivered to the Company's Board of Directors its written opinion that the consideration to be paid in the Offer and the Merger is fair to the holders of Shares, excluding the Remaining Purchaser, Parent and Parent's other subsidiaries, from a financial point of view. The Company will promptly furnish Parent and Purchaser with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct in all material respects as of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offermost recent practicable date, and will provide to Parent and Purchaser such additional information (viincluding, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) resolved and such other assistance as Parent and Purchaser may reasonably request, from time to recommend to time in connection with the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. The BoardCompany hereby approves of and consents to the Offer and represents and warrants that the board of directors of the Company (the "Board of Directors"), at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including, without limitation, the Offer, the Merger and the purchase of Shares of Company Common Stock contemplated by the Offer (collectively the "Transactions"), are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's stockholders, (ii) approved, unanimously approved of and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 requirements of the General Corporation Law of the State of Delaware (the "DGCL") becoming “interested shareholders” within so that the meaning provisions of Section 203 of the DGCLDGCL are not applicable to the Transactions provided for, (iv) referred to or contemplated by, this Agreement, and resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company accept the Offer, tender their Shares of Company Common Stock pursuant to the Offer and approve and adopt this Agreement and the Transaction Agreements Merger. Notwithstanding the foregoing, such recommendation may be withdrawn, modified or amended as permitted by Section 6.05(c). The Company hereby consents to the inclusion in the Offer Documents, the Schedule 14D-9 (as herein defined) and the Proxy Statement (as herein defined), if any, of such recommendation of the Board of Directors. The Company represents and warrants that the Board of Directors has received the written opinion (the "Fairness Opinion") of Xxxxxx Xxxxxxx & Co. Incorporated ("Xxxxxx Xxxxxxx"), stating that, as of the date of such opinion, the proposed consideration to be received by the holders of Shares of Company Common Stock pursuant to the Offer and the Merger is fair to such holders from a financial point of view. The Company acknowledges that the Voting and Tender Agreement is being executed and delivered contemporaneously herewith by holders of a majority of the outstanding Shares and that the Company has also been advised by each of its directors and by each corporate officer who, as of the date hereof, is aware of the Transactions and is not a party to or bound by such Voting and Tender Agreement, that each such person intends to tender pursuant to the Offer all Shares of Company Common Stock owned, of record or beneficially, by such person which he or she may sell without liability under Section 16(b) of the Exchange Act, unless the Company's recommendation shall have been withdrawn or materially modified as permitted by Section 6.05(c). As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC and disseminate to holders of Shares of Company Common Stock, in each case as and to the extent required by applicable federal securities Laws, a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, the "Schedule 14D-9") that shall reflect the recommendation of the Board of Directors referred to in clause (iii) of Section 1.02(a) hereof. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities Laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company, Parent and Purchaser each agree to correct promptly any information provided by it for use in the Schedule 14D-9 if and to the extent that such information shall have become false or misleading in any material respect and to supplement the information provided by it specifically for use in the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The Company agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected or supplemented to be filed with the SEC and to be disseminated to holders of Shares of Company Common Stock, in each case as and to the extent required by applicable federal and state securities Laws. Parent and its counsel shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its being filed with the SEC. The Company agrees to provide to Parent and its counsel any comments or other communications which the Company or any Subsidiary is a party its counsel may receive from the staff of the SEC with respect to the Schedule 14D-9 promptly after receipt thereof. Parent, Purchaser and the Transactions Company each hereby agree to provide promptly such information necessary to prepare the exhibits and schedules to the Schedule 14D-9 and the Offer Documents which the respective party responsible therefor may reasonably request. The Company will cause its transfer agent promptly to furnish Parent and Purchaser with a list of the Company's stockholders, mailing labels and any available listings or computer file containing the names and addresses of all record holders of Shares of Company Common Stock and lists of securities positions of Shares of Company Common Stock held in stock depositories as of a recent date and to provide to Parent and Purchaser such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent or Purchaser or their agents may reasonably request in connection with the Offer. Subject to the requirements of applicable Law, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Transactions, Parent and Purchaser and each of their affiliates, associates and agents will hold in confidence the information contained in any such labels, listings and files, will use such information only in connection with the Offer and the Merger and, if this Agreement is terminated, will deliver, and will cause their agents to deliver, to the Company all copies and any extracts or any Subsidiary, including the amendments set forth summaries from such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktheir possession or control.

Company Action. The Company hereby approves of and consents to the Tender Offer. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of shares of Common Stock a Solicitation/ Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "Schedule 14D-9"). The Schedule 14D-9 will set forth, and the Company hereby represents to Parent and Purchaser, that (a) the Special Committee, at a meeting thereof duly called and held, has (i) determined that this Agreement, the Tender Offer and the Merger are fair to and in the best interests of the Company and its stockholders (other than Royal Ahold and its Affiliates); (ii) determined that this Agreement, the Tender Offer and the Merger should be approved and declared advisable by the Board; and (iii) resolved to recommend that the Company's stockholders accept the Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; (b) the Board, at a meeting duly called and held on June 10, 2008held, has unanimously (i) determined that this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Tender Offer and the Transactions applicable Merger are fair to the Company or any Subsidiary are and in the best interests of the Company Company's stockholders (other than Royal Ahold and the Subsidiaries, its Affiliates); (ii) approved, adopted approved and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby, including, without limitation the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Tender Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval Merger; and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders of the Remaining Shares of the Preferred Stock that they Company's stockholders accept the Tender Offer and tender their shares pursuant to the Tender Offer, tender their shares of Common Stock pursuant thereto and approve and adopt this Agreement and the Merger if submitted for their approval; provided, however, that such recommendation of the Special Committee or the Board, as described in clauses (va) resolved to recommend and (b) of this section, may be withdrawn, modified or changed to the holders extent that the Special Committee or the Board, based on the recommendation of the 12% Senior Notes Special Committee (in each case after receiving the advice of outside nationally recognized legal counsel) reasonably determines in good faith that they accept its fiduciary duties under applicable law require it to take such actions; and (c) William Blair, the Exchange Offer and tender their notes pursuant financial advisor to the Exchange OfferSpecial Committee, has xxxxxxxxx xx the Special Committee and (vi) resolved the Board its written opinion that the consideration to recommend to be received by the stockholders of the Company (other than Royal Ahold and its Affiliates) pursuant to approve each of the Tender Offer and adopt the Transaction Agreements Merger is fair to such stockholders from a financial point of view. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by Parent or Purchaser in writing for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and Parent and Purchaser, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Parent and its counsel shall be given the opportunity to review the initial Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Parent, Purchaser and their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockother communications.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Company Board, at a meeting duly called and held on June 10March 27, 20081998, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including each of the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company holders of Shares, (B) approved and adopted this Agreement and the Subsidiaries, transactions contemplated hereby and (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (ivC) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to accept the Offer and approve and adopt this Agreement and the Transaction Agreements transactions contemplated hereby; provided, that such recommendation may be withdrawn, modified or amended if, in the good faith opinion of the Company's Board, based upon the receipt of advice from outside independent legal counsel, failure to withdraw, modify or amend such recommendation is reasonably likely to result in the Company's Board violating its fiduciary duties to the Company's shareholders under applicable law and (ii) ABN-AMRO Incorporated, formerly known as ABN-AMRO Chicago Corporation ("ABN-AMRO"), has delivered to the Company Board a written opinion that the consideration to be received by the holders of Shares pursuant to each of the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence. On or before the date hereof, the Company will use its reasonable best efforts to obtain and deliver to Acquiror the Tender and Option Agreements, in the form attached as Exhibit 1 hereto, executed by the Director Shareholders. (b) As soon as reasonably practicable on the date of commencement of the Offer, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all 2 6 amendments and supplements thereto, the "Schedule 14D-9") containing, subject to the fiduciary duties of the Company Board under applicable law as advised in writing by independent counsel, the recommendation of the Company Board described in Section 1.2(a) and shall disseminate the Schedule 14D-9 to the extent required by Rule 14d-9 promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and any other applicable federal securities laws. The Company, Acquiror and the Merger Sub agree to correct promptly any information provided by any of them for use in the Schedule 14D-9 which shall have become false or misleading, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Acquiror and its counsel shall be given the opportunity to review the Schedule 14D-9 before it is filed with the SEC. In addition, the Company agrees to provide Acquiror, the Merger Sub and their counsel with any comments, whether written or oral, that the Company or its counsel may receive from time to time from the SEC or its staff with respect to the Schedule 14D-9 promptly after the receipt of such comments or other communications. (c) The Company shall promptly furnish the Merger Sub with mailing labels containing the names and addresses of all record holders of Shares and with security position listings of Shares held in stock depositories, each as of a recent date, together with all other available listings and computer files containing names, addresses and security position listings of record holders and beneficial owners of Shares. The Company shall furnish the Merger Sub with such additional information, including, without limitation, updated listings and computer files of stockholders, mailing labels and security position listings, and such other assistance as Acquiror, the Merger Sub or their agents may reasonably request. Subject to the requirements of applicable law, and except for such steps as are necessary to disseminate the Offer Documents and any Subsidiary is a party other documents necessary to consummate the Offer or the Merger, Acquiror and the Transactions applicable Merger Sub shall hold in confidence the information contained in such labels, listings and files, shall use such information only in connection with the Offer and the Merger, and, if this Agreement shall be terminated in accordance with Section 8.1, shall deliver to the Company or any Subsidiary, including the amendments set forth all copies of such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock.their possession. ARTICLE II THE MERGER Section 2.1

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held on June 10, 2008, has unanimously (i) unanimously determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party unanimously approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in Offer, the Amendment Merger and Parent's acquisition of Shares pursuant to the Certificate of IncorporationStockholder's Agreements, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, requirements of the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )Delaware Law, (iii) approved Purchaser subject to Section 7.04(b), unanimously resolved to recommend to its Stockholders that they tender their shares in the Offer and its “affiliates” vote to adopt this Agreement and “associates” (each as defined iv) taken all action necessary to render the limitations on business combinations contained in Section 203 of Delaware Law inapplicable to this Agreement, the DGCL) becoming “interested shareholders” within Stockholder's Agreements and the meaning of Section 203 transactions contemplated hereby and thereby. The Company further represents that Morgan Stanley & Co. Incorporated has delivered to the Company's Board xx Xxrxxxxxx its written opinion to the effect that, as of the DGCLdate of such opinion, (iv) resolved and on the basis of and subject to recommend the assumptions set forth therein, the consideration to be paid in the Offer and the Merger is fair to the holders of Shares from a financial point of view. The Company will promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the Remaining names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the Preferred Stock that they accept most recent practicable date, and will provide to Parent such additional information (including updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Parent may reasonably request in connection with the Tender Offer Offer. From and tender their shares pursuant after the date of this Agreement, all such information concerning the Company's record holders and, to the Tender extent known, beneficial holders, shall be made available to Merger Subsidiary. Subject to the requirements of applicable laws and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Offer, (v) resolved to recommend to the holders Merger and the other transactions contemplated by this Agreement, Parent and Merger Subsidiary shall, until consummation of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, hold in confidence the information contained in any of such labels and (vi) resolved to recommend to lists, shall use such information only in connection with the stockholders of Offer, the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party Merger and the Transactions applicable other transactions contemplated by this Agreement and, if this Agreement shall be terminated in accordance with Section 11.01, shall deliver to the Company all copies of such information then in their possession or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockunder their control.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 10July 25, 20081997, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer, are fair to the Company or any Subsidiary are and in the best interests of the Company stockholders of the Company, (B) approved and adopted this Agreement and the Subsidiariestransactions contemplated hereby, and such approval constitutes approval of the foregoing for purposes of Section 203 of Delaware Law, (iiC) approved, adopted and declared advisable taken all action to avoid the Transaction Agreements to which the Company occurrence of a "Distribution Date" or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” "Triggering Event" (each as defined in Section 203 the Rights Agreement dated as of April 30, 1997, between the DGCLCompany and First Chicago Trust Company of New York, as Rights Agent (the "Rights Agreement")) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend with respect to the holders purchase of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend with respect to the holders rights to purchase shares of Series B Junior Participating Preferred Stock, par value $1.00 (the 12% Senior Notes that they accept the Exchange Offer and tender their notes "Rights") issued pursuant to the Exchange OfferRights Agreement, and (viD) resolved to recommend to recommended that the stockholders of the Company to accept the Offer and approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to transactions contemplated hereby and (E) approved, for purposes of Article X of the Company or any Subsidiary, including the amendments set forth in the Amendment to the Company's Certificate of Incorporation, a Business Combination (as defined therein) between Purchaser (or any affiliate of Purchaser) and the Amended Company, whereby each Share (other than dissenting Shares and Restated By-lawsShares owned by Purchaser or its affiliates) outstanding at the time of such Business Combination would be cancelled and the holder thereof would be entitled to receive an amount in cash equal to, the Amendment to the Certificate of Designations (I) if such Business Combination occurs within one year of the Senior Preferred Stock and date hereof, not less than the Amendment to Per Share Amount, or (II) if such Business Combination occurs after one year from the Certificate of Designations of the Junior Preferred Stock.date hereof, an amount that is not

Company Action. Concurrently with the filing of the Schedule TO, the Company shall file with the SEC and mail to the holders of shares of Common Stock an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (together with any supplements or amendments thereto, the "SCHEDULE 14D-9"). The BoardSchedule 14D-9 will set forth, and the Company hereby represents to the Buyout Parties, that (a) the Special Committee, at a meeting thereof duly called and held on June 10, 2008held, has unanimously unanimously[, by all committee members who voted,] (i) determined that this Agreement, the Transaction Agreements to which the Company or any Subsidiary is a party Amended Offer and the Transactions applicable to the Company or any Subsidiary Merger would be advisable and are in the best interests of the Company and its stockholders (other than the Subsidiaries, members of the Buyout Group); (ii) approveddetermined that this Agreement, adopted the Amended Offer and the Merger should be approved and declared advisable by the Transaction Agreements to which the Company or any Subsidiary is a party Board; and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to that the holders of the Remaining Shares of the Preferred Stock that they Company's stockholders accept the Tender Offer and Amended Offer, tender their shares of Common Stock pursuant to thereto and adopt this Agreement if submitted for their approval; (b) the Tender OfferBoard, at a meeting duly called and held, has unanimously, by all directors who voted, (vi) determined that this Agreement, the Amended Offer and the Merger would be advisable and are in the best interests of the Company's stockholders (other than members of the Buyout Group); (ii) approved and declared advisable this Agreement and the transactions contemplated hereby, including, without limitation the Amended Offer and the Merger; and (iii) resolved to recommend that the Company's stockholders accept the Amended Offer, tender their shares of Common Stock pursuant thereto and adopt this Agreement if submitted for their approval; and (c) U.S. Bancorp Piper Jaffray ("PIPER JAFFRAY"), the xxxxxxxxx xxxisox xx xxx Xxxxial Committee, has delivered to the holders Special Committee and the Board its written opinion that, as of the 12% Senior Notes that they accept date of such opinion, the Exchange Offer and tender their notes pursuant consideration to the Exchange Offer, and (vi) resolved to recommend to be received by the stockholders of the Company (other than members of the Buyout Group) pursuant to approve each of the Amended Offer and adopt the Transaction Agreements Merger is fair to such stockholders from a financial point of view. The Special Committee or the Board may subsequently withdraw, modify or amend its recommendations described above to the extent that the Special Committee determines, upon advice by outside counsel, that the fiduciary duties of the Special Committee or the Board under applicable law require such action, and any such permitted withdrawal, modification or amendment shall not constitute a breach of this Agreement but shall have the effects specified herein. The Schedule 14D-9 will comply in all material respects with the provisions of applicable federal securities laws and, on the date filed with the SEC and on the date first published, sent or given to the Company's stockholders, shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that no representation is made by the Company with respect to information supplied by the Buyout Parties in writing expressly for inclusion in the Schedule 14D-9. The Company further agrees to take all steps necessary to cause the Schedule 14D-9 to be filed with the SEC and to be disseminated to holders of shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. Each of the Company, on the one hand, and the Buyout Parties, on the other hand, agrees promptly to correct any information provided by it for use in the Schedule 14D-9 if and to the extent that it shall have become false and misleading in any material respect and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the SEC and to be disseminated to holders of the shares of Common Stock, in each case as and to the extent required by applicable federal securities laws. The Buyout Parties and their counsel shall be given the opportunity to review and comment on the Schedule 14D-9 before any filing with the SEC. In addition, the Company agrees to provide the Buyout Parties and their counsel with any comments or other communications that the Company or any Subsidiary is a party and its counsel may receive from time to time from the Transactions applicable SEC or its staff with respect to the Company Schedule 14D-9 promptly after the receipt of such comments or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockother communications.

Company Action. (a) The BoardCompany hereby consents to the Offer and represents that its Board of Directors, at a meeting duly called and held and acting on June 10, 2008the unanimous recommendation of a special committee of the Board of Directors of the Company comprised entirely of non-management independent directors (the "SPECIAL COMMITTEE"), has unanimously (i) unanimously determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger (as defined in Section 2.01), are fair to the Company or any Subsidiary are and in the best interests interest of the Company and the SubsidiariesCompany's stockholders, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party unanimously approved this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth Offer and the Merger, which approval satisfies in full the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations requirements of the Senior Preferred Stock and the Amendment to the Certificate of Designations General Corporation Law of the Junior Preferred Stock State of Delaware (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with "DELAWARE LAW") (including Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock 203 thereof) and the Certificate of Designations Incorporation of Series B-2 Preferred Stock )the Company with respect to the requisite approval of a board of directors, and (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) unanimously resolved to recommend acceptance of the Offer and approval and adoption of this Agreement and the Merger by its stockholders; PROVIDED however, that such recommendation may be withdrawn, modified or amended to the holders extent the Board of Directors of the Remaining Shares Company shall have concluded in good faith on the basis of written advice from outside counsel that such action by the Board of Directors is required in order to comply with the fiduciary duties of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders Board of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend Directors to the stockholders of the Company under applicable law. The Company further represents that Warburg Dillon Read has delivered to approve and adopt the Transaction Agreements Company's Board of Directors its opinion that the consideration to which be paid in the Company or any Subsidiary is a party Offer and the Transactions applicable Merger is fair to the holders of Shares from a financial point of view. The Company or any Subsidiary, including the amendments set forth in the Amendment has been advised that all of its directors and executive officers who own Shares intend either to tender their Shares pursuant to the Certificate Offer or to vote in favor of Incorporationthe Merger, unless its recommendation shall have been withdrawn or materially modified as permitted by Section 6.04(a). The Company will promptly furnish Buyer with a list of its stockholders, mailing labels and any available listing or computer file containing the Amended names and Restated By-lawsaddresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, in each case true and correct as of the Amendment most recent practicable date, and will provide to Buyer such additional information (including, without limitation, updated lists of stockholders, mailing labels and lists of securities positions) and such other assistance as Buyer may reasonably request in order to be able to communicate the Offer to the Certificate of Designations holders of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockShares.

Company Action. The Board, at Company hereby consents to the Offer and represents that its Board of Directors has determined by a meeting duly called and held on June 10, 2008, has unanimously (i) determined unanimous vote that the Transaction Agreements to which the Company or any Subsidiary is a party Offer and the Transactions applicable to the Company or any Subsidiary Merger are fair to, advisable and in the best interests of, the Company and its stockholders, has approved the Offer and the Merger, has approved and adopted this Agreement, and has resolved to recommend acceptance of the Offer to, and adoption of this Agreement by, the Company's stockholders (it being understood that, notwithstanding anything in this Agreement to the contrary, if the Company's Board of Directors shall conclude, acting in good faith, after receiving advice from outside counsel or its financial advisor, that failure to modify or withdraw its recommendation would constitute a breach of their fiduciary duties under applicable law, the Board of Directors may so modify or withdraw its recommendation and such modification or withdrawal shall not constitute a breach of this Agreement). The Company further represents that Xxxxxx Xxxxxxx & Co. Incorporated has delivered its written opinion to the Board of Directors of the Company that, as of the date hereof, the consideration to be received by holders of Shares pursuant to the Offer and the SubsidiariesMerger is fair to such holders from a financial point of view. Contemporaneously with the commencement of the Offer, (ii) approvedbut in no event prior to such date as the Purchaser has filed the Tender Offer Documents with the Commission, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is shall file with the Commission and mail to holders of record and beneficial owners of Shares a party and the Transactions applicable Solicitation/Recommendation Statement on SCHEDULE 14D-9 with respect to the Company or any SubsidiaryOffer (such SCHEDULE 14D-9, including as amended from time to time, the amendments "SCHEDULE 14D-9"), which shall contain the recommendation of the Company's Board of Directors set forth in the Amendment preceding sentence. Parent, Purchaser and the Company each agree promptly to correct any information provided by it for use in the Schedule 14D-9 that shall have become false or misleading in any material respect, and the Company further agrees to take all steps necessary to cause the Schedule 14D-9 as so corrected to be filed with the Commission and disseminated to holders of Shares, in each case as and to the Certificate of Incorporation, the Amended and Restated By-extent required by applicable securities laws, the Amendment . The Company shall from time to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (time furnish Purchaser with such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adoptinformation, if applicableany, the final form including updated or additional lists of Certificate stockholders, mailing labels and lists of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend to the holders of the Remaining Shares of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offersecurities positions, and (vi) resolved other assistance as the Purchaser may reasonably request in order to recommend be able to communicate the Offer to the stockholders of the Company Company. Subject to approve the requirements of law, and adopt except for such steps as are necessary to disseminate the Transaction Agreements to which Offer Documents, Parent, Purchaser and each of their respective affiliates and associates shall hold in confidence the Company information contained in any of such lists, labels or any Subsidiary additional information and, if this Agreement is a party and the Transactions applicable terminated, shall promptly redeliver to the Company or any Subsidiary, including the amendments set forth all copies (of whatever nature) of such information then in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stocktheir possession.

Company Action. (a) The BoardCompany shall, after affording Parent a reasonable opportunity to review and comment thereon, file with the SEC on the date of the filing by Parent and Merger Sub of the Offer Documents, a Schedule 13E-3 (the “Company Schedule 13E-3”) and a Solicitation/Recommendation Statement on Schedule 14D-9 (together with any amendments or supplements thereto, and including the exhibits thereto, the “Schedule 14D-9”) reflecting the recommendation of the Board of Directors that holders of shares of Common Stock tender their shares of Common Stock in response to the Offer, and shall disseminate the Schedule 14D-9, to the extent required by Rule 14d-9 promulgated under the Exchange Act and any other applicable laws to holders of shares of Common Stock. The Schedule 14D-9 will set forth, and the Company hereby represents and warrants to Parent and Merger Sub, that the Board of Directors, acting upon the recommendation of the Special Committee, at a duly held meeting duly called and held on June 10, 2008, has unanimously (i) determined that the Transaction Agreements to which Offer, the Company or any Subsidiary is a party Merger, this Agreement and the Transactions applicable other transactions contemplated hereby are advisable and fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesits stockholders (other than Parent and its Affiliates), (ii) approvedapproved the Offer, adopted the Merger, the execution, delivery and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party performance of this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations consummation of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made transactions contemplated hereby in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock )applicable law, (iii) approved Purchaser recommended that the holders of shares of Common Stock accept the Offer, tender their shares of Common Stock in response to the Offer, and its “affiliates” approve the Merger and “associates” this Agreement (each as defined in Section 203 to the extent such approval is required by applicable law for the consummation of the DGCLMerger) becoming (such recommendations, together with the determinations set forth in clause (i), the “interested shareholders” within the meaning of Section 203 of the DGCLRecommendation”), (iv) resolved to recommend to directed that the holders approval of the Remaining Shares Merger and this Agreement be submitted for consideration of the Preferred Stock that they accept the Tender Offer and tender their shares pursuant to the Tender Offer, (v) resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company (to approve the extent required by applicable law) and adopt (v) taken all other action necessary to render any Takeover Statute inapplicable to each of the Transaction Agreements Offer, the Merger, this Agreement and the other transactions contemplated hereby and thereby (such actions by the Board of Directors described in the preceding clauses (i) through (v), collectively, the “Board Actions”). Notwithstanding anything to which the contrary contained herein, the Recommendation may be withdrawn, modified or amended to the extent permitted by Section 8.7(e). The Company hereby approves of and consents to the Offer and consents to the inclusion in the Offer Documents of the Board Actions. The Company has been advised by each of its directors and officers that such person intends to tender all shares of Common Stock owned by such person in response to the Offer. The Company agrees that the Schedule 14D–9 shall comply in all material respects with the requirements of applicable U.S. federal securities laws. The Company agrees to promptly correct the Company or any Subsidiary is a party Schedule 13E-3 and the Transactions Schedule 14D-9 if and to the extent that either document shall become false or misleading in any material respect or as otherwise required by applicable law (and each of Parent and Merger Sub, with respect to written information supplied by it specifically for use in the Company Schedule 13E-3 or the Schedule 14D-9, shall promptly notify the Company of any required correction of such information and cooperate with the Company with respect to correcting such information) and to amend or supplement the information contained in the Company Schedule 13E-3 or the Schedule 14D-9 to include any information that shall become necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading, and the Company shall use reasonable best efforts to cause the Company Schedule 13E-3 or the Schedule 14D-9 as so corrected to be filed with the SEC and disseminated to the Company’s stockholders to the extent required by applicable U.S. federal securities laws. To the extent reasonably practicable under the circumstances, Parent, Merger Sub and their counsel shall be given reasonable opportunity to review and comment on the Company Schedule 13E-3 and the Schedule 14D-9 and any amendment thereto prior to the filing thereof with the SEC or dissemination thereof to the holders of shares of Common Stock. The Company shall respond as promptly as reasonably practicable to any comments received from the SEC with respect to the Company Schedule 13E-3 or any Subsidiarythe Schedule 14D-9 and provide copies of such comments to Parent and Merger Sub and their counsel promptly upon receipt thereof and copies of proposed responses to Parent and Merger Sub and their counsel prior to filing or disseminating and, including the amendments set forth in the Amendment to the Certificate of Incorporationextent reasonably practicable under the circumstances, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockallow comment.

Company Action. The Board(a) Subject to Section 6.6, the Company hereby consents to the Offer and represents that the Company Board of Directors, at a meeting duly called and held on June 10, 2008prior to the execution of this Agreement at which substantially all directors of the Company were present, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including the Offer and the Merger, are fair to the Company or any Subsidiary are and in the best interests of the Company and the SubsidiariesStockholders, (ii) approved, approved and adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiarytransactions contemplated hereby, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval Merger, and adoption having been made declared this Agreement advisable, in accordance with the requirements of the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 adopted an amendment to the Rights Plan to cause the provisions of the DGCL) becoming “interested shareholders” within Rights Plan not to be applicable to this Agreement or the meaning of Section 203 Transaction Documents or to the transactions contemplated hereby or thereby and to provide for the expiration of the DGCL, Rights upon the consummation of the Merger and (iv) resolved to recommend to recommended that the holders of the Remaining Shares of the Preferred Stock that they Company Stockholders accept the Tender Offer and Offer, tender their shares Shares to Merger Sub pursuant to the Tender OfferOffer and, (v) resolved to recommend if applicable, approve and adopt this Agreement and the Merger. The Company hereby consents to the holders inclusion of the 12% Senior Notes foregoing determinations and approvals in the Offer Documents and, to the extent that they accept no Adverse Recommendation Change has occurred in accordance with Section 6.6, the Exchange Company hereby consents to the inclusion in the Offer Documents of the recommendation referenced in clause (iv) of the immediately preceding sentence. The Company has been advised that its executive officers and directors who own Shares intend to tender their notes Shares pursuant to the Exchange OfferOffer in accordance with the terms of the Tender and Support Agreement. The Company shall cause its transfer agent to promptly furnish Parent with a list of its stockholders, mailing labels and any available listing or computer file containing the names and addresses of all record holders of Shares and lists of securities positions of Shares held in stock depositories, as of the most recent practicable date, and shall provide to Parent such additional information (viincluding updated lists of stockholders, mailing labels and lists of securities positions) resolved and such other assistance as Parent may reasonably request in connection with communicating the Offer to recommend record and beneficial holders of Shares in accordance with this Agreement and applicable U.S. federal securities Laws. Parent and Merger Sub shall treat the information contained in such lists, labels and files and any additional information referred to in the stockholders preceding sentence as confidential in accordance with the terms and conditions of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockConfidentiality Agreement.

Company Action. The Board, (a) Cabot hereby approves of and consents to the Offer and represents and warrants that the Cabot Board of Trustees at a meeting duly called and held on June 10October 28, 20082001, has unanimously (iA) determined that this Agreement, the Transaction Agreements to which Offer, the Company or any Subsidiary is a party Merger and the Transactions applicable to the Company or any Subsidiary other transactions contemplated hereby, taken together, are fair to, advisable and in the best interests of Cabot and its shareholders; (B) voted to (1) approve the Company Transaction Documents and the Subsidiaries, (ii) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiarytransactions contemplated thereby, including the amendments set forth Merger and (2) recommend acceptance and approval by the holders of Cabot Common Shares of this Agreement, the Offer, the Merger, the Transaction Documents and the other transactions contemplated hereby or thereby and that such holders tender their Cabot Common Shares in the Amendment Offer; (C) took all other action necessary to render the Cabot Rights Agreement inapplicable to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock Offer and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCLMerger, subject to without any additional Board approvals as may be necessary in connection with Section 7.13 to approve and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser and its “affiliates” and “associates” (each as defined in Section 203 of the DGCL) becoming “interested shareholders” within the meaning of Section 203 of the DGCL, (iv) resolved to recommend payment to the holders of the Remaining Shares Rights; (D) took all action necessary to waive the application of the Preferred Stock that they accept ownership limit (the Tender Offer and tender their shares pursuant to the Tender Offer, (v"Ownership Limit") resolved to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to the stockholders of the Company to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment ----------------- Cabot Charter (as hereinafter defined) to the Certificate purchase or ownership of Incorporationany Cabot Common Shares acquired pursuant to the Offer, the Amended Merger, or otherwise pursuant to the Transaction Documents; and Restated By-laws(E) took all actions necessary to render inapplicable to each of the transactions contemplated by the Transaction Documents or exempt such transactions from the provisions of any "fair price", "moratorium", "control share acquisition" or other takeover defense or similar statute or regulation that would otherwise govern such transactions and the parties hereto, including the provisions of the Takeover Statutes (as hereinafter defined). Subject to the terms of this Agreement, Cabot consents to the inclusion of such recommendations and approvals in the Offer Documents. Cabot hereby represents and warrants that the Cabot Financial Advisor has delivered to the Cabot Board of Trustees its written Fairness Opinion that, subject to the various assumptions and qualifications set forth therein, as of the date of such opinion, the Amendment consideration to be received by holders of Cabot Common Shares pursuant to this Agreement, the Offer and the Merger is fair from a financial point of view to such holders (other than CalWest and its affiliates). Cabot has been authorized by the Cabot Financial Advisor to permit, subject to the Certificate of Designations prior review and consent of the Senior Preferred Stock Cabot Financial Advisor and its counsel (such consent not to be unreasonably withheld) (i) the inclusion of the Fairness Opinion in the Schedule 14D-9 (as hereinafter defined) and the Amendment Proxy Statement (as hereinafter defined) and (ii) references to the Certificate of Designations identity of the Junior Preferred StockCabot Financial Advisor and to the Fairness Opinion's substance and conclusions in the Offer Documents. Cabot represents and warrants that it has been advised by each of its Trustees and executive officers that they intend to tender all Cabot Common Shares beneficially owned by them to Rooster Acquisition Corp. pursuant to the Offer.

Company Action. The Company hereby approves of and consents to the Offer and represents and warrants that the Company Board, at a meeting meetings duly called and held on June 10October 27, 20082003 and April 12, 2005, has unanimously (i) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to Option Agreements and the Company or any Subsidiary transactions contemplated hereby (including the Offer and the Merger) and thereby (collectively, the "Transactions") are fair to, and in the best interests of, the holders of the Company and the SubsidiariesShares, (ii) approved, adopted and declared advisable this Agreement, the Transaction Option Agreements to which the Company or any Subsidiary is a party and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with the DGCL, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to approve ) and adopt, if applicable, the final form of Certificate of Designations of Series B-1 Preferred Stock and the Certificate of Designations of Series B-2 Preferred Stock ), (iii) approved Purchaser subject to Section 9.02, resolved to recommend that the holders of Shares accept the Offer and its “affiliates” and “associates” (each as defined in Section 203 of tender Shares pursuant to the DGCL) becoming “interested shareholders” within the meaning of Section 203 of Offer, and, if required under the DGCL, (iv) resolved adopt this Agreement. Subject to recommend Section 9.02, the Company hereby consents to the holders inclusion in the Offer Documents of the Remaining Shares recommendation of the Preferred Stock that they accept Company Board described in this Section 3.03(a). Subject to Section 9.02, neither the Tender Offer and tender their shares pursuant Company Board nor any committee thereof shall (i) withhold, withdraw, amend, change or modify any approval or recommendation of the Transactions in any manner adverse to the Tender OfferPurchaser or Parent, (vii) resolved approve or recommend, or propose to recommend to the holders of the 12% Senior Notes that they accept the Exchange Offer and tender their notes pursuant to the Exchange Offerapprove or recommend, and (vi) resolved to recommend any other merger or other offer to the stockholders of the Company or (iii) enter into any agreement with respect to approve and adopt any other merger or other offer to the Transaction Agreements to which stockholders of the Company. Notwithstanding the foregoing, in the event that the Company Board determines in good faith that it is required to do so by its fiduciary duties under Law after consultation with outside legal counsel, the Company Board may withhold, withdraw, amend, change or any Subsidiary is a party modify its approval or recommendation of the Offer or the Merger. The Company represents and warrants that it has been advised by its directors and executive officers that they intend, as of the Transactions applicable date of this Agreement, to tender all Shares beneficially owned by them to Purchaser pursuant to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred StockOffer.

Company Action. (a) The Company hereby approves of and consents to the Offer and represents that (i) the Board, at a meeting duly called and held on June 10August 13, 20081999, has unanimously (iA) determined that the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable transactions contemplated hereby, including each of the Offer and the Merger, and the transactions contemplated by the Stockholders Agreements (collectively, the "Transactions"), are fair to the Company or any Subsidiary are and in the best interests of the Company and the Subsidiariesholders of Shares, (iiB) approved, adopted and declared advisable the Transaction Agreements to which the Company or any Subsidiary is a party this Agreement and the Transactions applicable to the Company or any Subsidiary, including the amendments set forth in the Amendment to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stock (such approval and adoption having been made in accordance with Delaware Law, including, without limitation, Section 203 thereof) and (C) recommended 4 that the DGCLholders of Shares accept the Offer and tender the Shares pursuant to the Offer, subject to any additional Board approvals as may be necessary in connection with Section 7.13 to and approve and adoptadopt this Agreement, if applicable(ii) a majority of Disinterested Directors (as such term is defined in paragraph E(5) of Article 6 of the Company's certificate of incorporation) has approved, the final form of Certificate of Designations of Series B-1 Preferred Stock adopted and declared advisable this Agreement and the Certificate Transactions in a manner sufficient to render Article 6 of Designations the Company's certificate of Series B-2 Preferred Stock ), incorporation inapplicable to the Transactions and (iii) approved Purchaser and its “affiliates” and “associates” (PaineWebber Incorporated has delivered to the Board a written opinion that the consideration to be received by the holders of Shares pursuant to each as defined in Section 203 of the DGCL) becoming “interested shareholders” within Offer and the meaning of Section 203 of the DGCL, (iv) resolved to recommend Merger is fair to the holders of Shares from a financial point of view. Except as required by the Remaining Shares fiduciary duties of the Preferred Stock Board under applicable law based upon advice of outside legal counsel, the Company hereby consents to the inclusion in the Offer Documents of the recommendation of the Board described in the immediately preceding sentence, and the Company shall not withdraw or modify such recommendation in any manner adverse to Purchaser or Parent. The Company has been advised by its directors and executive officers that they accept the Tender Offer and intend either to tender their shares all Shares beneficially owned by them to Purchaser pursuant to the Tender Offer, (v) resolved or to recommend to the holders vote such Shares in favor of the 12% Senior Notes that they accept the Exchange Offer approval and tender their notes pursuant to the Exchange Offer, and (vi) resolved to recommend to adoption by the stockholders of the Company of this Agreement; provided that any directors and officers who would incur liability under Section 16(b) of the Exchange Act as a result thereof shall not be required to approve and adopt the Transaction Agreements to which the Company or any Subsidiary is a party and the Transactions applicable tender such Shares to the Company or any Subsidiary, including the amendments set forth in the Amendment extent necessary to the Certificate of Incorporation, the Amended and Restated By-laws, the Amendment to the Certificate of Designations of the Senior Preferred Stock and the Amendment to the Certificate of Designations of the Junior Preferred Stockavoid such liability.