Common use of Conditions Clause in Contracts

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Revolving Commitment shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Revolving Commitment Increase Effective Date; provided that: (ai) The Company Registration Statement: (xthe condition set forth in Section 6.2(c) shall be effective satisfied (except as to all Shares, not subject to any threatened or actual stop order and otherwise set forth in the applicable Increase Revolving Joinder); (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Each of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except (A) to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7 with the consent of only the Revolving Lenders, then the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Revolving Commitment Increase Effective Date (except as otherwise set forth in the applicable Increase Revolving Joinder); provided that, if the primary purpose of such Incremental Revolving Commitment is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Revolving Lenders providing such Incremental Revolving Commitment, the foregoing shall at the Borrower’s election instead be tested at the time of the date execution of this Agreement and each Settlement Date, as if first made and restated on each such date.the relevant definitive acquisition agreement; and (div) The Company the Borrower shall have issued deliver or cause to be delivered a press release duly executed Increase Revolving Joinder and any customary legal opinions or other documents reasonably acceptable to requested by the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Administrative Agent in connection with any such press release by 8:30 a.m. (New York time) on May 9, 2003transaction. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation With respect to any Incremental Term Loan Commitments, such Incremental Term Loan Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Term Loan Increase Effective Date; provided that: (ai) The Company Registration Statement: (xthe condition set forth in Section 6.2(c) shall be effective satisfied (except as to all Shares, not subject to any threatened or actual stop order and otherwise set forth in the applicable Increase Term Joinder); (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light Each of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such date as if made on and as of such date (except to (A) the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date and (B) representations and warranties qualified by materiality shall be true and correct in all respects); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall be limited to the Specified Representations (other than Section 5.19 with respect to the target in such Permitted Acquisition and its subsidiaries); (iii) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Term Loan Increase Effective Date (except as otherwise set forth in the applicable Increase Term Joinder); provided that, if the primary purpose of such Incremental Term Facility is to finance a Limited Condition Acquisition, permitted under Section 8.7, with the consent of only the Incremental Lenders providing such Incremental Term Facility, the foregoing shall at the Borrower’s election instead be tested at the time of the date execution of this Agreement and each Settlement Date, as if first made and restated on each such date.the relevant definitive acquisition agreement; and (div) The Company the Borrower shall have issued deliver or cause to be delivered a press release duly executed Increase Term Joinder and any customary legal opinions or other documents reasonably acceptable to requested by the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Administrative Agent in connection with any such press release by 8:30 a.m. (New York time) on May 9, 2003transaction. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligation of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Closing Date of the following conditions: (a) The Company Registration Statement: (x) This Agreement and the transactions contemplated hereby shall be effective as to all Shareshave been approved in the manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, not subject to respectively, and by applicable law or by applicable regulations of any threatened stock exchange or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make other regulatory body by the statements therein, in light holders of the circumstances under which they were made, not misleadingAIP Common Shares and RELP Interests entitled to vote thereon. (b) The Company Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have secured been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the Merger on the Nasdaq SmallCap Market (NYSE, subject to official notice of issuance). (ce) All consents, authorizations, orders and approvals of (or filings or registrations with) any governmental commission, board, other regulatory body or third parties required in connection with the execution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Merger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or registration would not have a material adverse effect on the business, results of operations or financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the Effective Time. 27 8.2 Conditions to Obligations of RELP to Effect the Merger. The obligation of RELP to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following conditions, unless waived by RELP: (a) AIP shall have performed its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company made AIP contained in this Agreement shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, and on RELP shall have received a certificate of the President or an Executive or Senior Vice President of AIP, dated the Closing Date, certifying to such effect. (b) RELP shall have received the opinion of Liddell, Sapp ▇▇ another recognized law firm selected by AIP and approved by RELP, dated the Closing Date, to the effect that the Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a)(1)(A) of the Code, and that RELP and AIP will each be a party to that reorganization within the meaning of Section 368(b) of the Code. In rendering its opinion, said counsel shall be entitled to rely as to any factual matter upon certificates given by executive officers of RELP and AIP and shall be entitled to assume that the covenants of AIP pursuant to Section 7.15 shall be fully complied with. (c) From the date of this the Agreement through the Effective Time, there shall not have occurred any change in the financial condition, business or operations of AIP and each Settlement Dateits Subsidiaries, taken as if first made a whole, that would have or would be reasonably likely to have an AIP Material Adverse Effect other than any such change that affects both RELP and restated on each such dateAIP in a substantially similar manner. (d) The Company shall have issued opinion of Houl▇▇▇▇ ▇▇▇ressed to RELP that the Purchase Price is fair, from a press release reasonably acceptable financial point of view, to the Purchaser, disclosing the existence partners of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company RELP shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003been withdrawn or materially modified. (e) There RELP shall be no litigationhave received the opinion of Liddell, investigationSapp ▇▇ another recognized law firm selected by AIP and approved by RELP, inquiry or proceeding pending or threatened in writing (including without limitation with dated the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Closing Date, the Company shall file with the Commission a prospectus supplement as to the Company Registration Statementsuch customary matters as RELP may reasonably request, in agreed form, in order such opinion to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")be reasonably satisfactory to RELP.

Conditions. The obligation of GMAC shall be permitted to designate, and the Purchaser shall be permitted to purchase and ---------- acquire Shares under this Agreement is subject to accept the fulfillment (or waiver by the Purchaserdesignation of, Additional Accounts, in accordance with Section 2.03(a) only upon satisfaction of each of the following conditionsconditions on or prior to the related Addition Date: (ai) The Company Registration Statement: GMAC shall represent that as of the related Additional Cut-Off Date each such Additional Account is an Eligible Account and that each Receivable arising thereunder identified as an Eligible Receivable and conveyed to the Purchaser on such Addition Date is an Eligible Receivable; (xii) GMAC shall be effective as have delivered to all Shares, not subject to any threatened or actual stop order the Purchaser a duly executed written assignment in substantially the form of Exhibit C and (y) will not contain any untrue statement of material fact or omit to state any material fact the list required to be stated therein or necessary delivered pursuant to make Section 7.02(d); (iii) GMAC shall have agreed to deliver to the statements thereinPurchaser, for deposit in light the Collection Account, to the extent required by the Trust Sale and Servicing Agreement, all Collections with respect to the Eligible Receivables arising in such Additional Accounts since the Additional Cut-Off Date within two Business Days after such Addition Date; (iv) as of the circumstances under which they were madeAddition Date, not misleading.neither GMAC nor the Purchaser is insolvent nor shall any of them have been made insolvent by such transfer nor is either of them aware of any pending insolvency; (bv) The Company the Schedule of Accounts shall have secured been amended to reflect such Additional Accounts and the listing Schedule of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement Accounts as so amended shall be true and correct as of and on each the Addition Date; (vi) GMAC shall have delivered to the Purchaser a certificate of an Authorized Officer of GMAC confirming the items set forth in clauses (i) through (v) above; (vii) the conditions set forth in Section 2.7(b) of the date of this Trust Sale and Servicing Agreement and each Settlement Date, as if first made and restated on each such date.shall have been satisfied; and (dviii) The Company GMAC shall have issued a press release reasonably acceptable delivered to the Purchaser, disclosing Purchaser an Opinion of Counsel of GMAC substantially in the existence form of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").Exhibit D.

Conditions. The obligation Notwithstanding anything to the contrary set forth herein, a Holder will not be required to comply with Section 3.2 above in connection with any proposed Sale of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to Company (the fulfillment (or waiver by the Purchaser) of each of the following conditions“Proposed Sale”), unless: (a) The such Holder is not liable for the breach of any representation, warranty or covenant made by any other Person in connection with the Proposed Sale, other than the Company Registration Statement: (x) shall except to the extent that funds may be effective as paid out of an escrow established to cover breach of representations, warranties and covenants provided by all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.stockholders; (b) The Company liability shall have secured be limited to such Holder’s applicable share (determined based on the listing respective proceeds payable to each Holder in connection with such Proposed Sale in accordance with the provisions of the Shares on Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Holders but that in no event exceeds the Nasdaq SmallCap Market (subject amount of consideration otherwise payable to official notice of issuance).such Holder in connection with such Proposed Sale, except with respect to claims related to fraud by such Holder, the liability for which need not be limited as to such Holder; (c) The representations and warranties upon the consummation of the Company made in this Agreement Proposed Sale, unless waived pursuant to the terms of the Restated Certificate and as may be required by law, the aggregate consideration receivable by all holders of the Series A Preferred Stock and Common Stock shall be true allocated among the holders of Series A Preferred Stock and correct Common Stock on the basis of the relative liquidation preferences to which the holders of the Series A Preferred Stock and the holders of Common Stock are entitled in a Deemed Liquidation Event (assuming for this purpose that the Proposed Sale is a Deemed Liquidation Event) in accordance with the Company’s Restated Certificate in effect immediately prior to the Proposed Sale; provided, however, that, notwithstanding the foregoing provisions of this Section 3.3(b), if the consideration to be paid in exchange for the Shares held by the Holder, as applicable, pursuant to this Section 3.3(b) includes any securities and due receipt thereof by any Holder would require under applicable law (x) the registration or qualification of and on each such securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Holder of any information other than such information as a prudent issuer would generally furnish in an offering made solely to “accredited investors” as defined in Regulation D promulgated under the Securities Act, the Company may cause to be paid to any such Holder in lieu thereof, against surrender of the Shares held by the Holder, as applicable, which would have otherwise been sold by such Holder, an amount in cash equal to the fair value (as determined in good faith by the Board) of the securities which such Holder would otherwise receive as of the date of this Agreement and each Settlement Datethe issuance of such securities in exchange for the Shares held by the Holder, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").applicable;

Conditions. The obligation Subject to the provisions of the Purchaser to purchase and ---------- acquire Shares immediately following sentence, the Holder’s obligations under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence Section 1 of this Agreement and the material Company’s acceptance of any Notes exchanged by the Holder and issuance of New Notes in the Private Placement shall be subject to consummation of the exchange offer contemplated by the Exchange and Tender Offer and the Private Placement consistent with the terms hereofand subject to the conditions set forth in the Term Sheet and the Private Placement Term Sheet, as applicable, and this Agreement and on terms and conditions reasonably acceptable to the Holder and the Company; provided that any amendment, modification or waiver of any terms or conditions of the Exchange and Tender Offer, the Private Placement or any other Transaction Document shall be reasonably acceptable to the Company and the Holder. The Purchaser may terminate its obligation Holder’s obligations under Section 1 with respect to acquire Shares the Private Placement are contingent on the approval of the Company’s senior lenders under this that certain Revolving Credit and Security Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9dated as of September 16, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to 2011 among the Company, each other borrower thereunder, the lenders party thereto and PNC Bank National Association, as agent for the lenders (the “Credit Agreement” and the “Credit Agreement Consent”). The Company and the Holder acknowledge and agree that could reasonably be expected notwithstanding any provision of the Term Sheet, the Private Placement Term Sheet or this Agreement to result in a material the contrary, the Holder’s exchange of the Holder’s Notes for New Notes and adverse effect the Company’s acceptance thereof (the “Holder’s Notes Exchange Obligation”) is not contingent on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale consummation of the Shares issued hereunder (tender offer contemplated by the "SUPPLEMENT")Exchange and Tender Offer or the consummation of the Private Placement.

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.1.2 unless, after giving effect to such Incremental Facility, the Loans to be made thereunder, and the application of the Purchaser proceeds therefrom (but without giving effect to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each any netting of the following conditions:proceeds thereof): (ai) The Company Registration Statement: after giving pro forma effect to such Incremental Facility and the use of proceeds thereof (xand assuming, in the case of an Incremental Facility, that the entire amount of such increase is funded) shall be on the effective as to all Sharesdate thereof and other pro forma adjustments (including any related acquisitions, not subject to any threatened or actual stop order dispositions, incurrence and (y) will not contain any untrue statement repayment of material fact or omit to state any material fact required indebtedness and other transactions to be stated therein agreed), (1) no Default or necessary to make Event of Default shall exist at the statements thereintime of incurrence of such Incremental Facility, in light of (2) the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by the Company made Loan Parties in this Agreement the Loan Documents shall be true and correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) after giving effect to such Incremental Facility (unless such representation or warranty is expressly made as of an earlier date, in which case such representation or warranty shall be true and on each correct in all material respects (or in all respects if such representation or warranty contains any materiality qualifier, including references to “material,” “Material Adverse Effect” or dollar thresholds) as of such earlier date) and (3) the Borrowers are in compliance with the financial covenants set forth in Section 11.12 as of the date last day of this Agreement and each Settlement Date, as if first made and restated on each such date.the most recently ended twelve fiscal month period for which financial statements have been delivered; (dii) The Company the aggregate amount of all Incremental Facilities shall not exceed the Incremental Cap; (iii) the proceeds of any Incremental Facility shall be used solely for Permitted Acquisitions as expressly permitted by the existing Lenders; (iv) each Incremental Facility shall be on the same terms as those applicable to the existing Term Loans; and (v) the Administrative Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective, as of such Increase Effective Date; provided that: (i) no Event of Default shall have occurred and be continuing at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the foregoing condition shall not be required to be satisfied and instead no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g) or (h) shall have occurred and be continuing on the LCT Test Date; (ii) the proceeds of the Purchaser Incremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iii) the Borrower shall deliver or cause to purchase be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and ---------- acquire Shares under this Agreement is integral multiples of $100,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities shall be secured on a pari passu basis with the Term Loans, shall not be secured by a Lien on any assets of the Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Guarantors; (vi) subject to customary “SunGard” limitations (to the fulfillment (or waiver extent agreed to by the Purchaser) Lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Transaction), each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement such credit extension (or, subject to Section 1.06, on the LCT Test Date) with the same effect as though made on and each Settlement Dateas of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if first made and restated the Limited Condition Transaction had occurred on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation transfer of the Purchaser to purchase Farmout Interest and ---------- acquire Shares under this Agreement the Operatorship is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (i) the Parties having obtained the Consent; (ii) the Parties having obtained the written consent of the Competition Authority of Kenya to the transfer of the Farmout Interest and the Operatorship; (iii) the EIA Project Report having been approved by NEMA and written evidence of such approval having been received by ERHC and provided to CEPSA; (iv) the Farmor having provided the Farmee with a full and complete copy of the Deed of Novation; and (v) the Farmor having obtained from the Government and provided to the Farmee either: (a) The Company Registration Statement: a letter addressed to ERHC from the Government providing that the Contract is in full force and effect and that there has been no breach of applicable Kenyan Laws/Regulations resulting from the Contract having been in the name of a non-Kenyan registered entity prior to the Contract Transfer or, alternatively, if such breach of applicable Kenyan Laws/Regulations is outstanding that (x1) the breach can be remedied or (2) that the Government will waive any further rights of enforcement with regard to such breach; or (b) a Certificate of Compliance from the Government confirming that as of the date of the Agreement the Farmor has complied with all applicable Kenyan Laws/Regulations with regard to the Contract and that there is no outstanding breach thereof, provided that any such document obtained by the Farmor shall be reasonably satisfactory to CEPSA, with CEPSA acting reasonably at all times, with each of the above being a “Condition” and together being the “Conditions”. Subject to such terms, conditions, and obligations herein as are contingent upon the fulfillment of the Conditions, this Agreement and all the obligations of the Parties hereunder shall be effective as from the Effective Date, including but not limited to all Shares, not subject (a) the Farmor’s obligation to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make proceed with the statements therein, in light transfer of the circumstances under which they were made, not misleading. Farmout Interest and the Operatorship and (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its Farmee’s obligation to acquire Shares under this Agreement if pay the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Past Costs and Attributable Costs as provided herein. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver i) The Administrative Agent shall have received a Borrowing Request as required by the PurchaserSection 2.03; (ii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by the Company made Borrower set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects on and as of Increase Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and, to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided, that, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted to be made hereunder, such representations and warranties to be made on each of the date of this Agreement Increase Effective Date shall be limited to the Specified Representations and each Settlement Date, the “acquisition agreement representations” (or similar representations) conformed as if first made and restated on each appropriate for such date.transaction; (diii) The Company no Default (or, in the case of Incremental Term Loans incurred to make an acquisition or other investment permitted hereunder no Event of Default described in Section 7.01(a), (b), (h) or (i)) shall have issued a press release reasonably acceptable occurred and be continuing or would result from the borrowings to be made on the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Increase Effective Date; and (eiv) There the Borrower shall deliver or cause to be no litigation, investigation, inquiry delivered any legal opinions or proceeding pending or threatened other documents reasonably requested by the Administrative Agent in writing (including without limitation connection with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserany such transaction. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The In addition to being subject to the satisfaction of the conditions contained in Sections 5.1 and 5.2, the obligation of the Purchaser an Issuing Bank to purchase and ---------- acquire Shares under this Agreement issue any Letter of Credit is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in full of the following conditions: (aA) The Company Registration Statement: the applicable Borrower shall have delivered to the applicable Issuing Bank (xand, if the Issuing Bank is a Lender other than ▇▇▇▇▇ Fargo, with a copy to the Administrative Agent) at such times and in such manner as such Issuing Bank may reasonably prescribe, a request for issuance of such Letter of Credit in substantially the form of Exhibit C hereto (each such request a “Request For Letter of Credit”), duly executed applications for such Letter of Credit, and such other documents, instructions and agreements as may be required pursuant to the terms thereof (all such applications, documents, instructions, and agreements being referred to herein as the “L/C Documents”), and the proposed Letter of Credit shall be effective reasonably satisfactory to such Issuing Bank as to form and content; it being agreed that any Letter of Credit application submitted by the Company through any Issuing Bank’s approved internet portal or approved electronic intake system shall be deemed to meet all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.requirements of this Section 3.4(A) with no further action being required by the applicable Borrower; and (bB) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement issuance no order, judgment or decree of any court, arbitrator or Governmental Authority shall purport by its terms to enjoin or restrain the applicable Issuing Bank from issuing such Letter of Credit and each Settlement Dateno law, as if first made rule or regulation applicable to such Issuing Bank and restated on each no request or directive (whether or not having the force of law) from a Governmental Authority with jurisdiction over such dateIssuing Bank shall prohibit or request that such Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of that Letter of Credit. (dC) The Company shall have issued a press release reasonably acceptable to In the Purchaser, disclosing event of any conflict between the existence terms of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under of any application for a Letter of Credit, the terms of this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003control. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Increase Effective Date; provided that: (ai) The Company Registration Statement: no Event of Default shall have occurred and be continuing at the time of funding; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Transaction, the foregoing condition shall not be required to be satisfied and instead (x) on or prior to September 30, 2021, no Event of Default under Section 8.01(a), (b), (d) (solely with respect to the failure to comply with Section 6.08), (g), (h) or (m) (solely with respect to the failure to comply with the financial reporting requirements set forth in Section 5.01(a) or (b)) shall have occurred and be effective as to all Shares, not subject to any threatened or actual stop order continuing on the LCT Test Date and (y) will not contain after September 30, 2021, no Event of Default under Section 8.01(a), (b), (g) or (h) shall have occurred and be continuing; provided that any untrue statement Limited Condition Transaction remains subject to the terms of material fact Section 1.06 hereof; (ii) the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans shall be used in accordance with Section 3.11 and Section 5.08; (iii) the Borrower shall deliver or omit to state any material fact required cause to be stated therein delivered any customary amendments to the Loan Documents or necessary to make other documents reasonably requested by the statements thereinAdministrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, in light each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the circumstances under which they were made, not misleading.Incremental Term Loan Commitments available at such time); (bv) The Company any Incremental Facilities shall have be secured on a pari passu basis with the listing Term Loans, shall not be secured by a Lien on any assets of the Shares on Borrower or any Guarantor not constituting Collateral and shall not be guaranteed by any person other than the Nasdaq SmallCap Market Guarantors; (vi) subject to official notice customary “SunGard” limitations (to the extent agreed to by the Lenders providing the applicable Incremental Facility and to the extent the proceeds of issuancethe applicable Incremental Facility are being used to finance a Limited Condition Transaction). (c) The , each of the representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement such credit extension (or if incurred in connection with a Limited Condition Transaction on the LCT Test Date) with the same effect as though made on and each Settlement Dateas of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case such representations and warranties shall be true and correct in all material respects (except that any representation and warranty that is qualified as to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) as of such earlier date; and (vii) solely with respect to any Incremental Facility incurred in reliance on clause (ii) of the definition of Maximum Incremental Facilities Amount (and for the avoidance of doubt, not including any Incremental Facility incurred in reliance on the Fixed Incremental Amount), Holdings and its Restricted Subsidiaries shall be, on a Pro Forma Basis, in compliance with Section 6.08; provided that if the Borrower has made an LCT Election with respect to such Limited Condition Transaction, compliance with Section 6.08 shall be determined instead on a Pro Forma Basis on the LCT Test Date as if first made and restated the Limited Condition Transaction had occurred on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 8.1. Conditions to Each Party's Obligations to Effect the Merger. The respective obligation of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Closing Date of the following conditions: (a) The Company Registration Statement: (x) This Agreement and the transactions contemplated hereby shall be effective as to all Shareshave been approved in the manner required by the Declaration of Trust and Bylaws and Agreement of Limited Partnership of AIP and RELP, not subject to respectively, and by applicable law or by applicable regulations of any threatened stock exchange or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make other regulatory body by the statements therein, in light holders of the circumstances under which they were made, not misleadingAIP Common Shares and RELP Interests entitled to vote thereon. (b) The Company Neither of the parties hereto shall be subject to any order or injunction of a court of competent jurisdiction which prohibits the consummation of the transactions contemplated by this Agreement. In the event any such order or injunction shall have secured been issued, each party agrees to use its reasonable efforts to have any such injunction lifted. (c) The Form S-4 shall have become effective and all necessary state securities law or "Blue Sky" permits or approvals required to carry out the transactions contemplated by this Agreement shall have been obtained and no stop order with respect to any of the foregoing shall be in effect. (d) AIP shall have obtained the approval for the listing of the AIP Common Shares issuable in the Merger on the Nasdaq SmallCap Market (NYSE, subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigationAll consents, investigationauthorizations, inquiry orders and approvals of (or proceeding pending filings or threatened registrations with) any governmental commission, board, other regulatory body or third parties required in writing (including without limitation connection with the Commissionexecution, delivery and performance of this Agreement shall have been obtained or made, except for filings in connection with the Nasdaq Stock MarketMerger and any other documents required to be filed after the Effective Time and except where the failure to have obtained or made any such consent, authorization, order, approval, filing or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in registration would not have a material and adverse effect on the Companybusiness, its business results of operations or its prospects or impose liability upon financial condition of AIP and RELP (and their respective Subsidiaries), taken as a whole, following the PurchaserEffective Time. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The In addition to being subject to the satisfaction of the conditions contained in Section 5.2 hereof, the obligation of the Purchaser Issuing Bank to purchase and ---------- acquire Shares under this Agreement issue any Facility Letter of Credit is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in full of the following conditions: (a) The Company Registration Statement: the Borrower shall have delivered to the Issuing Bank at such times and in such manner as the Issuing Bank may reasonably prescribe such documents and materials as may be reasonably required pursuant to the terms of the proposed Facility Letter of Credit (xit being understood that if any inconsistency exists between such documents and the Loan Documents, the terms of the Loan Documents shall control) and the proposed Facility Letter of Credit shall be effective reasonably satisfactory to the Issuing Bank as to all Shares, not subject to any threatened or actual stop order form and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.content; (b) The Company as of the date of issuance, no order, judgment or decree of any court, arbitrator or governmental authority shall purport by its terms to enjoin or restrain the Issuing Bank from issuing the requested Facility Letter of Credit and no law, rule or regulation applicable to the Issuing Bank and no request or directive (whether or not having the force of law) from any governmental authority with jurisdiction over the Issuing Bank shall prohibit or request that the Issuing Bank refrain from the issuance of Letters of Credit generally or the issuance of the requested Facility Letter of Credit in particular, provided, in such event, the Borrower shall have secured the listing right to select an alternate Issuing Bank which shall be one of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).Lenders; (c) The representations and warranties of the Company made in this Agreement there shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.not exist any Default or Unmatured Default; and (d) The Company the Borrower shall have issued a press release reasonably acceptable paid those portions of the Facility Letter of Credit Fee referred to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) Section 3.8 hereof that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect are due on the Company, its business or its prospects or impose liability upon the PurchaserIssuance Date. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of Each Commitment Increase shall become effective on the Purchaser to purchase proposed effective date set forth in the Borrowers’ request for a Commitment Increase or such later date as the Administrative Agent and ---------- acquire Shares under this Agreement is subject to the fulfillment Borrowers agree (the “Increase Effective Date”), which in any event shall be on or waiver by after the Purchaser) of each of date on which the following conditionsAdministrative Agent shall have received: (ai) The Company Registration Statement: an Additional Lender Supplement for each Additional Lender participating in such Commitment Increase and an Increasing Lender Supplement for each Increasing Lender participating in such Commitment Increase, in each case duly executed by all parties thereto; (xii) shall be effective such documents and opinions consistent with those delivered on the Effective Date as to all Sharesthe organizational power and authority of the Borrowers to request Letters of Credit hereunder after giving effect to such Commitment Increase as the Administrative Agent may reasonably request; (iii) such evidence of appropriate corporate or other organizational authorization on the part of the Borrowers, not subject Parent and the other Obligors with respect to any threatened such Commitment Increase as the Administrative Agent may reasonably request; (iv) if requested by the Administrative Agent, an opinion or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinopinions, in light of form and substance reasonably satisfactory to the circumstances under which they were madeAdministrative Agent, not misleading.from counsel to the Borrowers and the Obligors reasonably satisfactory to the Administrative Agent, covering such matters relating to such Commitment Increase as the Administrative Agent may reasonably request; (bv) The Company shall have secured a certificate of a Responsible Officer of Parent, dated such Increase Effective Date, certifying that (A) the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of set forth in Article VI and in the Company made other Loan Documents are true and correct in this Agreement all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of, and as if such representations and warranties were made on, such Increase Effective Date (unless such representation and warranty expressly relates to an earlier date, in which case such representation and warranty shall continue to be true and correct in all material respects (except to the extent qualified by materiality or reference to Material Adverse Effect, in which case such applicable representation and warranty shall be true and correct in all respects) as of such earlier date) and (B) no Default or Event of Default has occurred and is continuing on each of the date of this Agreement and each Settlement such Increase Effective Date, as if first made and restated on each such date.; and (dvi) The Company shall have issued a press release reasonably acceptable other customary closing certificates and documentation (similar to the Purchaserdocumentation required to be delivered on the Effective Date under Section 5.01, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could extent applicable) relating to such Commitment Increase as the Administrative Agent may reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserrequest. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement above stated indemnity is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions; provided, however that any failure to satisfy such conditions shall excuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (a) The Company Registration Statement: (x) shall be effective as to all SharesDISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, not subject to any threatened or actual stop order at its reasonable request and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or at iSecureTrac's expense, with the reasonable assistance, information and cooperation necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.defend against any such claim or litigation; (b) The Company DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall have secured the listing not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of the Shares fault or violation of law on the Nasdaq SmallCap Market part of DISTRIBUTOR, (subject ii) the sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and (iii) if iSecureTrac fails to official retain counsel or otherwise defend any such claim, DISTRIBUTOR may, in DISTRIBUTOR's sole discretion and without prior notice of issuance).to or approval from iSecureTrac, defend or settle such claim at iSecureTrac's sole cost and expense; (c) The representations and warranties of the Company made Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or recovered in this Agreement such litigation or negotiation shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.accrue to iSecureTrac's account; and (d) The Company shall have issued If a press release reasonably acceptable preliminary injunction or final judgment is entered against DISTRIBUTOR's use, resale, distribution, or operation of any Product because of any alleged infringement, then in addition to the Purchaserindemnity provided herein, disclosing iSecureTrac, at its own expense and option shall (i) modify or replace the existence of this Agreement Product so that it becomes non-infringing while providing equivalent performance, functionality, and compatibility; or (ii) procure for DISTRIBUTOR the material terms hereof. The Purchaser may terminate right to continue to use and resell Products; or (iii) in the event iSecureTrac has been unable to achieve such procurement or modifications despite its obligation best efforts, to acquire Shares under this Agreement if refund to DISTRIBUTOR the Company shall not have issued Price DISTRIBUTOR paid for such press release by 8:30 a.m. Product or Products less a straight line depreciation for actual use computed based on a five (New York time5) on May 9, 2003year useful life. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement above stated indemnity is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions; provided, however that any failure to satisfy such conditions shall excuse iSecureTrac from its indemnification obligation hereunder only to the extent (if any) that it is prejudiced thereby: (a) The Company Registration Statement: (x) shall be effective as to all SharesDISTRIBUTOR must promptly notify iSecureTrac in writing of any claim of infringement covered by such indemnity upon obtaining actual knowledge thereof and provide iSecureTrac, not subject to any threatened or actual stop order at its reasonable request and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or at iSecureTrac's expense, with the reasonable assistance, information and cooperation necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.defend against any such claim or litigation; (b) The Company DISTRIBUTOR must grant iSecureTrac sole authority to defend or settle such claim with counsel reasonably satisfactory to DISTRIBUTOR, except that the iSecureTrac shall have secured the listing not settle any such claim without first obtaining DISTRIBUTOR's prior written consent, unless: (i) such settlement contains no finding or admission of the Shares fault or violation of law on the Nasdaq SmallCap Market part of DISTRIBUTOR, (subject ii) the sole relief provided in such settlement is monetary damages that are paid in full by iSecureTrac, and (iii) if iSecureTrac fails to official retain counsel or otherwise defend any such claim, DISTRIBUTOR may, in DISTRIBUTOR's sole discretion and without prior notice of issuance).to or approval from iSecureTrac, defend or settle such claim at iSecureTrac's sole cost and expense; (c) The representations and warranties of the Company made Any costs paid by iSecureTrac for such claim pursuant to its indemnity hereunder that are incurred or recovered in this Agreement such litigation or negotiation shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable accrue to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").iSecureTrac's account; and

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (xi) shall be effective as to all Shareschanges in Applicable Law, not subject (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company’s liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any threatened contract riders or actual stop order endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (yi) will not contain or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any untrue statement such change, promptly notify the Reinsurer of material fact or omit such proposed change and afford the Reinsurer the opportunity, to state any material fact required the extent practicable, to be stated therein or necessary object to make the statements therein, in light of the circumstances such change under which they were made, not misleadingapplicable administrative procedures (both formal and informal). (b) The Company shall have secured Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the listing Inception Date of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations terms and warranties conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement shall be true and correct as of and on each of will cover Reinsured Risks incurred by the date of this Agreement and each Settlement Date, Company under such LBL Contract as if first made and restated on each such datethe non-approved changes, amendments or modifications had not been made. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 5.1 The obligation provision of funding by the Purchaser City pursuant to purchase sections 2.3, 2.4 and ---------- acquire Shares under this Agreement 2.7 is subject to the fulfillment (following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or waiver in part by the Purchaser) of each of City by written notice to the following conditionsProponent: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, Proponent is the registered owner in light fee simple of the circumstances under which they were made, not misleading.lands described in Schedule “L”; (b) The Company shall have secured any Contribution Agreement referred to in section 3.4 remaining in force and the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).Proponent being in good standing thereunder; (c) The representations and warranties of there being no Claim for Lien under the Company made in this Agreement shall be true and correct as of and on each of Construction Lien Act registered against the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Project; (d) The Company shall have issued a press release reasonably acceptable to there being in existence no unregistered lien or statutory claim having priority against the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Project; (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse Proponent's title to the Company, that could reasonably be expected to result in a material and adverse effect on Project being free from any encumbrances other than the Company, its business or its prospects or impose liability upon the Purchaser.Permitted Encumbrances; (f) On the first Settlement DateProponent being in good standing under all of the Permitted Encumbrances; (g) there being no work orders issued against the Project by any governmental entity, agency or official; (h) the Proponent having provided the City with the security documents required by section 7 and in accordance with the said section; and (i) all funds provided by means of a Contribution by Others due on or before a disbursement date hereunder having been fully advanced to the Proponent on or before such disbursement date and having been secured by by-law, agreement or otherwise and attached as Schedule "C". 5.2 If any of the conditions contained in section 5.1 have not been fulfilled on the date for the disbursement of the Loan by the City pursuant to sections 2.3 or 2.4 and are not waived by the City pursuant to section 5.1, the Company City shall file be under no obligation to make any advance of the Loan to the Proponent and the City shall thereupon have the right to terminate this Agreement and, in that event, neither party to this Agreement shall have any rights or obligations hereunder, save and except that the City may, notwithstanding such termination, bring an action against the Proponent for all losses, costs and expenses, including, without limitation, reasonable legal fees incurred by the City in connection with this Agreement where the non- performance or non-fulfillment of a condition is a result of a breach of a covenant by the Proponent. 5.3 The provision of Funds by the City pursuant to section 2.6 is subject to the following conditions precedent, each of which is for the exclusive benefit of the City, and may be waived in full or in part by the City by written notice to the Proponent: (a) any Contribution Agreement referred to in section 3.4 remaining in force and the Proponent being in good standing thereunder; (b) there being no Claim for Lien under the Construction Lien Act registered against the Project; (c) there being in existence no unregistered lien or statutory claim having priority against the Project; (d) the Proponent’s title to the Project being free from any registered encumbrances other than the Permitted Encumbrances; (e) the Proponent being in good standing under all of the Permitted Encumbrances; (f) there being no work orders issued against the Project by any governmental entity, agency or official; (g) the City has approved the information reports required in section 8.1 (c) ; (h) the City has approved the Proponent's Targeting Plan and has advised the City, on an annual basis, that the Proponent is in compliance with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Targeting Plan.

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser Increase Effective Date; provided that: (i) no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to purchase be made on the Increase Effective Date or, solely with respect to an Incremental Term Loan Commitment the proceeds of which are intended to and ---------- acquire Shares under this Agreement shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, unless the fulfillment (or waiver by the Purchaser) of each Persons holding not less than a majority of the following conditions:commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Permitted Acquisition Agreement Signing Date”); (aii) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of contained in Article V and the Company made other Loan Documents are true and correct in this Agreement all material respects (except, if a qualifier relating to materiality, Material Adverse Effect or a similar concept applies, such representation or warranty shall be true and correct in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct as of such earlier date, and except that for purposes of this Section 2.16(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01; provided, that with respect to Incremental Commitments the proceeds of which are intended to and shall be used to finance substantially contemporaneously a Permitted Acquisition or any other Acquisition permitted by Section 7.03 which is subject to customary “Funds Certain Provisions”, (i) the representation and warranty in the second sentence of Section 5.07 shall be deemed to expressly relate to the applicable Permitted Acquisition Signing Date and (ii) in the case of such Incremental Commitments that are Incremental Term Loan Commitments, the bring-down of such representations and warranties may be modified to reflect customary “Funds Certain Provisions” as agreed to by Administrative Agent and the holders of such Incremental Term Loan Commitments; (iii) on a Pro Forma Basis (assuming that such Incremental Commitment is fully drawn and giving effect to any Acquisition being consummated with advances under such Incremental Commitments), the Borrower shall be in compliance with each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.covenants set forth in Section 7.11; (div) The Company the Borrower shall have issued a press release reasonably acceptable make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 2.16(d); and (v) the Borrower shall deliver or cause to be delivered customary officer’s certificates and legal opinions to the Purchaser, disclosing extent reasonably requested by the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Administrative Agent. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The Investor’s obligation of to fund, or cause to be funded, the Purchaser Commitment pursuant to purchase and ---------- acquire Shares under this Agreement letter agreement is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions, as applicable: (a) The Company Registration Statement: With respect to Section 1(a) above, either (xi) the satisfaction, or express written waiver by Parent and Merger Sub, at Closing, of all conditions precedent to the obligations of Parent and Merger Sub to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, set forth in Annex I to the Merger Agreement, or (ii) a Final Order shall have been obtained awarding specific performance or other equitable remedy to specifically enforce Parent’s and Merger Sub’s obligations to accept for payment, and pay for, those Shares validly tendered pursuant to the Offer, and not validly withdrawn, or to consummate the Closing on the terms and conditions set forth in the Merger Agreement (the “Closing Specific Performance Remedy”); provided that (1) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(a) above in any amount in excess of the Commitment, (2) the equity contributed by Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(a) may only be effective as used by Parent or Merger Sub to all Sharessatisfy the obligations described in Section 1(a), and not subject to for any threatened or actual stop order other purpose and (y3) funding of the Commitment with respect to Section 1(a) above will occur substantially contemporaneously with the Offer Acceptance Time. In the event that the Transaction Consideration is reduced in accordance with the terms of the Merger Agreement and therefore Parent and Merger Sub do not contain any untrue statement require Investor to fund all of material fact or omit the equity financing with respect to state any material fact which Investor has made its Commitment in order to consummate the Transactions contemplated by the Merger Agreement, then the amount required to be stated therein or necessary funded by Investor under this letter agreement pursuant to make Section 1(a) will be correspondingly reduced. In the statements therein, in light event that Parent and Merger Sub do not require the total aggregate amount of the circumstances Commitment in order to consummate the Transactions, the amount to be funded under which they were madethis letter agreement will be reduced, not misleadingwithout limitation, by the amount (if any) of the debt financing proceeds funded at the Closing to fund a portion of the Transaction Consideration and to pay related expenses and other amounts payable by Parent or Merger Sub at the Closing. (b) The With respect to Section 1(b) above, a Final Order shall be obtained awarding the Company shall have secured damages arising out of, caused by or resulting from a Willful Breach by Parent or Merger Sub of their obligations under the listing Merger Agreement, in each case, in the aggregate, up to the Willful Breach Cap Amount and subject to the terms and conditions of the Shares on Merger Agreement; provided that (i) Investor and/or its permitted assignees will not have any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(b) above in any amount in excess of the Nasdaq SmallCap Market Willful Breach Cap Amount, (subject ii) the equity contributed by Investor and/or its permitted assignees to official notice Parent or Merger Sub pursuant to this Section 2(b) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(b), and not for any other purpose and (iii) funding of issuance)the amount payable for damages arising out of, caused by or resulting from a Willful Breach pursuant to Section 1(b) above, which such amount shall not exceed the Willful Breach Cap Amount, will occur within two Business Days of receipt of such Final Order. (c) The representations and warranties With respect to Section 1(c) above, the valid termination of the Merger Agreement by Parent or the Company made pursuant to and in this Agreement shall be true and correct as of and on each accordance with Section 8.1(c) of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. Merger Agreement; provided that (d1) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate Investor and/or its obligation to acquire Shares under this Agreement if the Company shall permitted assignees will not have issued such press release any obligation under any circumstances to contribute to, purchase equity or debt securities of or otherwise provide funds to Parent or Merger Sub pursuant to Section 1(c) above in any amount in excess of the Parent Termination Fee, and (2) the equity contributed by 8:30 a.m. Investor and/or its permitted assignees to Parent or Merger Sub pursuant to this Section 2(c) may only be used by Parent or Merger Sub to satisfy the obligations described in Section 1(c), and not for any other purpose and (New York time3) on May 9, 2003. (ethe funding of the Parent Termination Fee with respect to Section 1(c) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect above will occur on the Company, its business or its prospects or impose liability upon day the PurchaserMerger Agreement termination occurs and substantially contemporaneously with such termination. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Investor’s Commitment shall be subject to (a) the execution and delivery of the Purchaser to purchase and ---------- acquire Shares under this Transaction Agreement is subject to by all parties thereto, (b) the fulfillment (satisfaction or waiver by the Purchaser) Parent and Merger Sub of each of the following conditions to Parent’s and Merger Sub’s obligations to effect the Closing set forth in Article 7 of the Transaction Agreement (in each case, other than any conditions that by their nature are to be satisfied at the Closing, but subject to the prior or substantially concurrent satisfaction or waiver of such conditions: ), (c) the substantially contemporaneous, or prior, funding of the Debt Financing (or, if applicable any Alternative Financing) in accordance with the terms of the applicable Commitment Letter at the Closing if each of the Commitment and the Other Investors’ Commitments is funded and (d) the substantially simultaneous consummation of the Closing in accordance with the terms of the Transaction Agreement. If the amount required to be paid by Parent pursuant to the Transaction Agreement is less than the aggregate sum of the Investor’s Commitment as funded and the Other Investors’ Commitments as funded, solely to the extent Parent does not require the full amount of the Commitment and the Other Investors’ Commitments to fund (a) The Company Registration Statement: the Merger Consideration required to be paid by Parent at the Closing pursuant to Article 3 of the Transaction Agreement and (b) pay the Transaction Expenses, the Investor’s Commitment hereunder and the Other Investors’ Commitments will each be accordingly reduced with such reduction allocated to the Investor’s Commitment and the Other Investors’ Commitments on a pro rata basis; provided that (x) shall it will thereafter be effective as possible for Parent to all Sharessatisfy payments (and without breaching the terms of the Debt Commitment Letter or causing the failure of any of the conditions set forth therein) with the Investor and the Other Investors contributing less than the full amount of the Commitment and the Other Investors’ Commitments, not subject to any threatened or actual stop order respectively and (y) will not contain any untrue statement of material fact or omit such amounts referred to state any material fact required to be stated therein or necessary to make in the statements therein, in light of the circumstances under which they were made, not misleading. foregoing clauses (a) and (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)are actually funded at Closing and not returned. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Incremental Facility is funded), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (aA) The Company Registration Statement: (x) no Default or Event of Default shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares exist on the Nasdaq SmallCap Market Incremental Effective Date; provided, that to the extent the proceeds of such Incremental Facility are being used to finance the a Limited Condition Acquisition, the Lenders providing such Incremental Facility may agree to fund such Incremental Facility if (subject to official notice of issuance). (ci) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this signing the Limited Condition Acquisition Agreement no Default or Event of Default shall have occurred and each Settlement Datebe continuing and (ii) as of the date of funding of such Incremental Facility no Default or Event of Default under Section 8.1(a), as if first made Section 8.1(f) or Section 8.1(g) shall have occurred and restated on each is continuing at such date.time of funding; (dB) The Company no commitment of any Lender shall be increased without the consent of such Lender, and any Person providing an Incremental Term Loan Commitment that is not a Lender shall satisfy the requirements under Section 10.9(b) of a permitted assignee of the Term Loans; (C) proceeds of such Incremental Term Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the Loan Documents); (D) [Reserved]; and (E) Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The effectiveness of the consents contained in Section 1 hereof, the obligation of Administrative Agent to deliver the Purchaser Partnership Release pursuant to purchase Section 2 hereof and ---------- acquire Shares under this the effectiveness of the amendments to the Credit Agreement is contained in Section 3 hereof are subject to the fulfillment (prior or waiver by the Purchaser) concurrent satisfaction of each of the following conditions: (a) The Company Registration Statement: Pubco shall have completed an initial public offering of common stock pursuant to an effective registration statement under the Securities Act of 1933 (xas amended) shall be effective as to all Shares, on a firm commitment basis in which the aggregate Net Proceeds received by Pubco are not subject to any threatened or actual stop order and less than $100,000,000 (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading“IPO”). (b) The Company Restructure shall have secured been completed substantially in accordance with the listing of the Shares Steps Plan (other than any components thereof expressly designated as “optional” on the Nasdaq SmallCap Market (subject to official notice of issuanceSteps Plan). (c) The representations and warranties Administrative Agent shall have received copies of all of the Company made material agreements, instruments and undertakings to which any of the Loan Parties are bound or by which any such Person or any of its Property is bound or affected relating to, or arising out of, the Restructure (and expressly including all modifications, amendments and supplements to the Senior Notes Documents entered into in connection with the Restructure) (the “Restructure Documents”), each of which shall be certified by the Borrower Representative as true, correct and complete. (d) Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) shall have entered into a Loan Party Joinder Agreement and Collateral Documents, and executed and delivered, or caused to be executed and delivered, to the Applicable Agents such documents, agreements and instruments (including opinions of counsel), and taken or caused to be taken all such further actions which would be required pursuant to Section 5.14(a) and (b) of the Credit Agreement if Holdings were a newly acquired or organized Subsidiary of a Loan Party, and pursuant to which Holdings will become a party to the Credit Agreement and the other Loan Documents as a Loan Party and provide security over is property and assets of the type that constitutes Collateral granted by the other Loan Parties. (e) The Partnership shall have been released in full from all of its obligations and liabilities under the Senior Notes Documents. (f) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, an amendment or joinder to the Senior Notes Intercreditor Agreement duly executed and delivered by Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) (and an acknowledgment from the parties thereto), in each case as deemed reasonably necessary by the Administrative Agent. (g) The Administrative Agent shall have received an updated perfection certificate with respect to Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) after giving effect to the Restructure. (h) The Administrative Agent shall have received, each in form and substance reasonably satisfactory to the Administrative Agent, Schedules 3.15A and 3.15B pursuant to Section 3.16 of this Amendment. (i) Each Lender shall have received such information as it shall have reasonably requested with respect to Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) and each direct or indirect parent company of Holdings (for this purpose as defined in the Credit Agreement after giving effect to the amendments in Section 3 hereof) in order to comply with “know your customer” requirements under applicable law and such Lender’s internal policies. (j) Each representation and warranty of the Loan Parties in the Credit Agreement and the other Loan Documents shall be true and correct in all material respects after giving effect to the Restructure and the amendments to the Credit Agreement contained in Section 3 hereof except to the extent such representations and warranties expressly relate to an earlier date, in which case they were true and correct in all material respects as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such earlier date. (dk) The Company No Default or Event of Default shall have issued a press release reasonably acceptable occurred which is continuing before and after giving effect to the Purchaser, disclosing the existence of this Agreement Restructure and the material terms amendments to the Credit Agreement contained in Section 3 hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (el) There Administrative Agent shall be no litigation, investigation, inquiry or proceeding pending or threatened have received a certificate from the Borrower Representative in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse form and substance satisfactory to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement Administrative Agent certifying to the Company Registration Statement, satisfaction of each condition set forth in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")this Section 6.1.

Conditions. The obligation making of the Purchaser to purchase and ---------- acquire Shares under this Agreement initial disbursement of the Loan is subject to the fulfillment (or waiver by the Purchaser) of each completion of the following conditions: (a) The Company Registration Statementconditions precedent in a manner satisfactory to Lender: (xi) all filings have been completed that are necessary or advisable to perfect the security interest of Lender in the Collateral, including without limitation UCC filings and intellectual property filings, (ii) the Loan Documents and all other documents relating to this Agreement have been executed and delivered, (iii) Lender has confirmed that there has been no Material Adverse Change since the June 30, 2015 financial statements provided to Lender prior to the date hereof, (iv) UCC and other searches deemed necessary by Lender have been completed, (v) payoff letters, with sufficient evidence of release of liens, in respect of existing indebtedness not permitted by the terms of this Agreement shall be effective as have been delivered, (vi) no Default or Event of Default has occurred and is continuing, and (vii) all other matters relating to all Shares, not the Loan requested by Lender. The making of each additional disbursement of the Loan is subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares following conditions precedent on the Nasdaq SmallCap Market relevant disbursement date: (subject to official notice of issuance). (ci) The the representations and warranties of the Company made by Borrower contained in this Agreement and the other Loan Documents shall be true and correct on and as of such date, with the same effect as if made on and on each as of such date (provided, however, that those representations and warranties expressly referring to another date shall be true, correct and complete in all material respects as of such other date), and (ii) no Default or Event of Default shall exist or shall result from the requested disbursement. Each request by Borrower for a disbursement of any portion of the Loan shall constitute a representation and warranty by Borrower hereunder, as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable disbursement, that the conditions in Section 1.2 are satisfied both before and after giving effect to such disbursement. Notwithstanding anything to the Purchasercontrary in this Section 1.2 or otherwise in this Agreement, disclosing perfection of security interests in Borrower’s assets outside of the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company United States shall not have issued be required; provided that the aggregate book value of such press release by 8:30 a.m. (New York assets shall not exceed $250,000 at any time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject Increase Effective Date; provided that: (i) (x) to the fulfillment extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, no Event of Default under §14.1(a), (b), (g) and (h) shall have occurred and be continuing or waiver by (y) otherwise, no Default shall have occurred and be continuing or would result from the Purchaserborrowings to be made on the Increase Effective Date; (ii) (x) to the extent that such Incremental Commitments are incurred in connection with a Permitted Acquisition, the Specified Representations are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, or (y) otherwise, the representations and warranties contained in §8 and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this clause (y), the representations and warranties contained in §8.4.1 shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) and (b), respectively, of §9.4; (iii) to the extent that such Incremental Commitments are not incurred in connection with a Permitted Acquisition, on a pro forma basis (assuming, in the case of Incremental Revolving Loan Commitments, that such Incremental Revolving Loan Commitments are fully drawn), the Borrowers shall be in compliance with each of the following conditions:covenants set forth in §11 as of the end of the latest fiscal quarter for which internal financial statements are available; and (aiv) The Company Registration Statement: (x) the Borrowers shall be effective as make any breakage payments in connection with any adjustment of Revolving Loans pursuant to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading§6.9. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of This Agreement shall become effective on the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of date on which the following conditions:conditions precedent have been satisfied or waived (the date on which such conditions shall have been so satisfied or waived, the “Amendment Effective Date”): (a) The Company Registration Statement: (x) Administrative Agent shall be effective as to all Shareshave received a counterpart of this Agreement, not subject to any threatened or actual stop order executed and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make delivered by the statements thereinCredit Parties, in light of the circumstances under which they were madeAdministrative Agent, not misleadingthe Required Lenders and the Issuing Lenders. (b) The Company All fees required to be paid to the Administrative Agent and the Lenders in connection herewith, accrued reasonable and documented out-of-pocket costs and expenses (including, to the extent invoiced in advance, reasonable legal fees and out-of-pocket expenses of counsel) and other compensation due and payable to the Administrative Agent and the Lenders on or prior to the Amendment Effective Date shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)been paid. (c) The Each of the representations and warranties of made by the Company made Credit Parties in this or pursuant to the Credit Agreement or in or pursuant to the other Credit Documents shall be true and correct in all material respects (except that any representation and warranty that is qualified or subject to “Material Adverse Effect” shall be true and correct in all respects) on and as of and on each of the date of this Agreement and each Settlement Date, Amendment Effective Date as if first made on and restated on each as of such date except for such representations and warranties expressly stated to be made as of an earlier date (in which case such representations and warranties shall be true and correct in all material respects as of such earlier date). (d) The Company No Default or Event of Default shall have issued a press release reasonably acceptable to exist on the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Amendment Effective Date. (e) There The Administrative Agent shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with have received an officer’s certificate from an Authorized Officer of the Commission, Company and dated as of the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Amendment Effective Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, certifying that each condition set forth in agreed form, in order to evidence Sections 3(c) and disclose the offer (d) hereof have been satisfied on and sale as of the Shares issued hereunder (the "SUPPLEMENT")Amendment Effective Date.

Conditions. The obligation Incremental Term Loan Commitments shall become effective as of the Purchaser first date that the following conditions precedent have been satisfied: (i) all conditions set forth in Section 4.4 with respect to purchase the applicable Incremental Projects shall have been met; (ii) since the Closing Date, no event or circumstance which has had a Material Adverse Effect shall have occurred and ---------- acquire Shares under be continuing; (iii) no Default or Event of Default shall have occurred and be continuing as of the Incremental Satisfaction Date or would exist immediately after giving effect to the borrowings to be made on the Incremental Satisfaction Date; (iv) all representations and warranties contained in this Agreement and the other Loan Documents (in each case with respect to each date of a Loan for a Project and as of each Inclusion Date with respect to an Incremental Project such representation or warranty as to any Project or any Project Company shall relate only to such Project or Project Company) shall be true and correct in all material respects on and as of the Incremental Satisfaction Date (unless such representation and warranty is subject qualified by materiality, in which event such representation and warranty shall be true and correct in all respects) on and as of the Incremental Satisfaction Date with the same force and effect as if made on and as of such date, except to the fulfillment extent that such representations and warranties expressly relate solely to an earlier date (in which case such representations and warranties shall have been true and correct in all material respects (unless such representation and warranty is qualified by materiality, in which event such representation and warranty shall have been true and correct in all respects) on and as of such earlier date) and except for changes in factual circumstances permitted under the Loan Documents; (v) the Borrower shall deliver or waiver by cause to be delivered officer’s certificates and legal opinions with respect to the PurchaserIncrease Joinder to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Required Lenders; (vi) of each of The Administrative Agent shall have received, at least ten (10) Business Days prior to the following conditionsrequested Incremental Satisfaction Date: (a) The Company Registration Statement: (x) shall be effective as to all SharesAll documentation and other information regarding the Pledgors and the Obligors requested in connection with applicable “know your customer” rules and regulations, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Anti-Money Laundering Laws, including the statements therein, in light of the circumstances under which they were made, not misleading.Patriot Act; and (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject Beneficial Ownership Certifications with respect to official notice of issuance)each Pledgor and each applicable Obligor. (cvii) The representations and warranties of the Company made Borrower has delivered a notice meeting the requirements set forth in this Agreement shall be true and correct as of and on each of Section 2.3.1(b) at least forty-five (45) days prior to the date of this Agreement and each Settlement Incremental Satisfaction Date, as if first made and restated on each such date.; and (dviii) The Company shall have issued a press release reasonably acceptable to no later than ten (10) Business Days before the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Inclusion Date, the Company Borrower shall file have delivered to the Administrative Agent (for delivery to each Lender and LC Issuer) (A) a final update to the most recently updated Base Case Projections, which Base Case Projections update shall be satisfactory to the Administrative Agent and the Required Lenders (in consultation with the Commission Independent Engineer) and (B) a prospectus supplement certificate of an Authorized Officer of the Borrower stating that the Base Case Projections were prepared in good faith based upon assumptions which the Borrower considers to be reasonable at the time made and at the time made available to the Company Registration StatementAdministrative Agent, in agreed form, in order to evidence the Lenders and disclose the offer LC Issuers and sale as of the Shares issued hereunder (the "SUPPLEMENT")Incremental Satisfaction Date.

Conditions. The obligation institution of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Add-On Term Loan shall be subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (aI) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date conditions set forth in Section 5.02 shall be satisfied or waived in accordance with the terms hereof; (II) no Default or Event of this Agreement Default shall have occurred and each Settlement be continuing or would result from the Add-On Term Loan made on the Add-On Term Loan Effective Date, as if first made and restated on each such date.any; (dIII) The Company the Borrower shall have issued deliver, or cause to be delivered, any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (IV) any Person providing any portion of the Add-On Term Loan that is not an existing Lender must be an Eligible Assignee; (V) any institution of the Add-On Term Loan shall be in a press release reasonably acceptable minimum principal amount of Fifty Million Dollars ($50,000,000), and in integral multiples of Ten Million Dollars ($10,000,000) in excess thereof; (VI) other than with respect to any Add-On Term Loan the proceeds of which shall be used to finance a Permitted Acquisition or any other Investment permitted under Section 8.04, a Responsible Officer of the Borrower shall deliver to the PurchaserAdministrative Agent a Pro Forma Compliance Certificate demonstrating that the Borrower would be in compliance with all applicable Financial Covenants in effect at such time on a Pro Forma Basis, disclosing recomputed as of the existence last day of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.last ended Test Period; and (eVII) There the Applicable Rate, fees and scheduled principal amortization payments under each Add-On Term Loan shall be no litigation, investigation, inquiry or proceeding pending or threatened as set forth in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the PurchaserAdd-On Term Loan Lender Joinder Agreement. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Any Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, shall become effective as of its Incremental Facility Effective Date; provided that: (i) the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to condition set forth in Section 5.2(c) shall be satisfied (except as otherwise set forth in the fulfillment applicable Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (or waiver by the Purchaserii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on each and as of such specific date); provided that, if the date primary purpose of this Agreement such Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 7.7, the foregoing shall be limited to the Specified Representations (other than Section 4.19 with respect to the target in such Permitted Acquisition and each Settlement Dateits Subsidiaries); (iii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Facility Effective Date (except as otherwise set forth in the Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if first made and restated on each the primary purpose of such date.Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 7.7, the foregoing shall be limited to no Specified Event of Default; and (div) The Company the Borrower shall have issued a press release deliver or cause to be delivered any customary legal opinions or other documents reasonably acceptable to requested by the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Administrative Agent in connection with any such press release by 8:30 a.m. (New York time) on May 9, 2003transaction. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation SECTION 8.1 Conditions to Each Party's Obligation to Effect the Merger. Unless waived by the parties, the respective obligations of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Closing Date of the following conditions: (a) The Company Registration Statement: (x) this Agreement and the transactions contemplated hereby shall be effective as to all Shares, not subject to any threatened or actual stop order have been approved and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make adopted by the statements therein, in light requisite vote of the circumstances stockholders of the Company under which they were made, not misleading.applicable law and applicable listing requirements; (b) The Company the shares of Parent Common Stock issuable in the Merger shall have secured the been authorized for listing of the Shares on the Nasdaq SmallCap Market (subject to upon official notice of issuance).; (c) The the waiting period applicable to the consummation of the Merger under the HSR Act shall have expired or been terminated; (d) the Registration Statement shall have become effective in accordance with the provisions of the Securities Act, and no stop order suspending such effectiveness shall have been issued and remain in effect and no proceeding for that purpose shall have been instituted by the SEC or any state regulatory authorities; (e) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (f) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (g) all governmental waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all consents from lenders required to consummate the Merger, shall have been obtained and be in effect at the Effective Time; (h) Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent, shall have delivered a letter, dated the Closing Date, addressed to Parent, in form and substance reasonably satisfactory to Parent, stating that the Merger will qualify as a pooling-of-interests transaction under APB 16; and (i) all required material consents and approvals of lenders who have advanced $5,000,000 or more to Parent or the Company and lessors of material leases shall have been obtained and be in effect at the Effective Time; provided, however, that the failure to obtain such consents or approvals shall -------- ------- not be due to the default or delay of the party responsible for obtaining such consents and approvals. SECTION 8.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) Parent and Subsidiary shall have performed in all material respects their agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company made Parent and Subsidiary contained in this Agreement shall be true and correct in all material respects on and as of and on each of the date made and on and as of this the Closing Date as if made at and as of such date, and the Company shall have received a certificate of the Chairman of the Board and Chief Executive Officer, the President or a Vice President of Parent and of the President and Chief Executive Officer or a Vice President of Subsidiary to that effect; (b) the Company shall have received an opinion of ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, in form and substance reasonably satisfactory to the Company, effective as of the Closing Date and based on representations of the Company and Parent, to the effect that (i) the Merger of Subsidiary with and into the Company pursuant to the Merger Agreement and applicable state law will be treated for United States federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code; (ii) Parent, Subsidiary and Company will each Settlement be a party to the reorganization within the meaning of Section 368(b) of the Code; and (iii) the stockholders of the Company will not recognize gain or loss as a result of the Merger, except to the extent such stockholders receive cash in lieu of fractional shares, and such opinion shall not have been withdrawn or modified in any material respect, substantially in the form of Exhibit 8.2(b); -------------- (c) the Company shall have received an opinion or opinions from ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇ & Ingersoll, special counsel to Parent and Subsidiary, dated the Closing Date, as if first made and restated on each such date.reasonably satisfactory to the Company substantially in the form set forth in Exhibit 8.2(c) attached hereto; -------------- (d) The the Company shall have issued a press release received "comfort" letters in customary form from Coopers & ▇▇▇▇▇▇▇ L.L.P., certified public accountants for Parent and Subsidiary, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to the PurchaserCompany) with respect to certain financial statements and other financial information included in the Registration Statement and any subsequent changes in specified balance sheet and income statement items, disclosing the existence of this Agreement including total assets, working capital, total stockholders' equity, total revenues and the material terms hereof. The Purchaser may terminate its obligation total and per share amounts of net income related to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Parent; (e) There since the date hereof, there shall be have been no litigationchanges that have, investigationand no event or events shall have occurred which have resulted in or have, inquiry or proceeding pending or threatened in writing a Parent Material Adverse Effect; (including without limitation with f) all governmental waivers, consents, orders, and approvals legally required for the Commission, consummation of the Nasdaq Stock Market, or the NASD) that challenges or calls into the question Merger and the transactions contemplated hereby orshall have been obtained and be in effect at the Closing Date, if determined and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to Parent of the Merger; (g) the Company shall have received from ▇▇▇▇▇▇▇▇▇ & Company, Inc. (or other nationally recognized investment banking firm reasonably acceptable to Parent) an opinion, dated as of the date on which the Proxy Statement and Prospectus is first distributed to the stockholders of the Company, to the effect that the consideration to be received by the stockholders of the Company in the Merger is fair, from a manner adverse financial point of view, to the holders of Company Common Stock, and such opinion shall not have been withdrawn; (h) Deloitte & Touche LLP, independent public accountants for the Company, shall have delivered a letter, dated the Closing Date, addressed to the Company, that could in form and substance reasonably be expected satisfactory to result in a material and adverse effect on the Company, stating that the Company has not taken any action that would affect the ability to account for the Merger as a pooling-of-interests transaction under APB 16; and (i) The parent shall have entered into an employment agreement with ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ ("▇▇. ▇▇▇▇▇▇"), a form of which is attached hereto as Exhibit ------- 8.2(i). ------ SECTION 8.3 Conditions to Obligations of Parent and Subsidiary to Effect the Merger. Unless waived by Parent and Subsidiary, the obligations of Parent and Subsidiary to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the additional following conditions: (a) the Company shall have performed in all material respects its business agreements contained in this Agreement required to be performed on or its prospects prior to the Closing Date and the representations and warranties of the Company contained in this Agreement shall be true and correct in all respects on and as of the date made and on and as of the Closing Date as if made at and as of such date, and Parent shall have received a Certificate of the President and Chief Executive Officer or impose liability upon of a Vice President of the Purchaser.Company, in form and substance reasonably satisfactory to Parent to that effect; (b) Parent shall have received an opinion from ▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, special counsel to the Company, effective as of the Closing Date, substantially in the form set forth in Exhibit 8.3(b) attached hereto; -------------- (c) Parent shall have received "comfort" letters in customary form and substance reasonably satisfactory to Parent from Deloitte & Touche LLP, certified public accountants for the Company, dated the date of the Proxy Statement, the effective date of the Registration Statement and the Closing Date (or such other date reasonably acceptable to Parent) with respect to certain financial statements and other financial information included in the Registration Statement and any subsequent changes in specified balance sheet and income statement items, including total assets, working capital, total stockholders' equity, total revenues and the total and per share amounts of net income related to the Company; (d) the Affiliate Agreements required to be delivered to Parent pursuant to Section 7.4 shall have been furnished as required by Section 7.4; (e) since the date hereof, there shall have been no changes that have, and no event or events shall have occurred which have resulted in or have, a Company Material Adverse Effect; (f) On all governmental waivers, consents, orders and approvals legally required for the first Settlement consummation of the Merger and the transactions contemplated hereby shall have been obtained and be in effect at the Closing Date, and no governmental authority shall have promulgated any statute, rule or regulation which, when taken together with all such promulgations, would materially impair the value to Parent of the Merger; (g) Parent shall have received from ▇▇▇▇▇▇▇ Lynch, Pierce, ▇▇▇▇▇▇ & ▇▇▇▇▇, Inc. (or other nationally recognized investment banking firm reasonably acceptable to the Parent) an opinion reasonably acceptable to the Parent, dated as of the date on which the Proxy Statement and Prospectus is first distributed to the shareholders of Parent, to the effect that the Exchange Ratio is fair, from a financial point of view, to Parent's stockholders, and such opinion shall not have been withdrawn; (h) the Company shall file have delivered to Parent its audited consolidated financial statements for the year ended December 31, 1996, together with an unqualified opinion from Deloitte & Touche LLP regarding such financial statements, which financial statements shall reflect earnings which are not materially less than the Commission a prospectus supplement to average of the published projections of the securities analysts' which regularly follow the Company Registration Statementand which financial statements shall reflect all normal, recurring adjustments necessary to fairly present the Company's results from operations or financial condition; and (i) Coopers & ▇▇▇▇▇▇▇ L.L.P., public accountants for Parent and Subsidiary, shall have delivered a letter, dated the Closing Date, addressed to Parent, in agreed form, in order form and substance reasonably satisfactory to evidence and disclose Parent stating that the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Merger will qualify as a pooling-of-interests transaction under APB 16.

Conditions. The obligation 4.1 Completion shall be subject to the following conditions being satisfied (or waived in accordance with Clause 4.10): (a) the Purchaser having received, by the date and time provided in Clause 4.2, confirmation from the CMA that either: (i) the acquisition of the Shares pursuant to this Agreement does not constitute a relevant merger situation within the meaning of Part 3 of the Enterprise ▇▇▇ ▇▇▇▇; or (ii) that there will not be a Phase 2 CMA Reference of the Transaction (“Merger Control Approval”), which such confirmation may be subject to conditions (including conditions which would require of the Purchaser Group to purchase and ---------- acquire Shares under offer remedies or make divestitures), other than where the Purchaser is obliged, as a condition of obtaining such Merger Control Approval, to offer any remedies or divestitures that would give rise to a Divestiture Material Adverse Effect, (the “Merger Control Condition”); (b) the Pre-Sale Property Extraction having occurred prior to Completion (the “Property Extraction Condition”); (c) no Material Adverse Effect having occurred during the period from the date of this Agreement is subject to the fulfillment Completion Date and which is subsisting on the Completion Date; and (d) no breach of: (i) the Warranties having occurred; (ii) the Completion Warranties having occurred, as if the Completion Warranties were given immediately prior to Completion by reference to the facts and circumstances subsisting at that time (provided that, solely for the purposes of determining whether a breach of the Completion Warranties has occurred for the purposes of this sub-clause 4.1(d)(ii) only, the contents of the Completion Disclosure Letter shall be disregarded); or (iii) the obligations of the Vendors under Clause 5.1 and Schedule 3 of this Agreement having occurred prior to Completion, where such breach (or waiver by such breaches in aggregate) results in, or would result in, a Material Adverse Effect on the Purchaser) of each business of the following conditionsGroup as a whole, together, the “Conditions”. 4.2 The Purchaser shall use all reasonable endeavours, at its own cost, to procure that the Merger Control Condition is satisfied as soon as practicable and in any event no later than: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.6.00 pm on 27 April 2015; or (b) The Company shall have secured such later time and date as may be agreed in writing by the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations Vendors and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence and shall not, and shall procure that none of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9respective Affiliates or Representatives shall, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, take any action that could reasonably be expected to result in a material and adverse effect on adversely affect the Company, its business or its prospects or impose liability upon the Purchasersatisfaction of such Condition. (f) On 4.3 As soon as possible after the first Settlement Datedate of this Agreement, and in any event within 5 Business Days of the date of this Agreement, the Company Purchaser shall file provide the CMA Notification to the CMA. 4.4 In order to satisfy the Merger Control Condition, the parties shall (i) reasonably cooperate in all respects with each other in the preparation of any submission or response required or requested by the CMA in connection with the Commission a prospectus supplement CMA Notification and/or the Merger Control Condition, (ii) supply to the Company Registration Statement, in agreed form, any Authority as promptly as practicable any additional information requested pursuant to any applicable Laws and take all other procedural actions required in order to evidence satisfy the Merger Control Condition, (iii) promptly provide each other with copies of any material written communication received from or sent to the CMA (or written summaries of any material non-written communication) in connection with any proceeding, investigation or inquiry commenced in order to satisfy the Merger Control Condition and disclose (iv) give each other and their respective advisers the opportunity to participate in all meetings and discussions with any Authority in connection with the Merger Control Condition to the extent permitted by the Authority and subject to all applicable Laws including competition laws. 4.5 The Purchaser acknowledges and agrees that it shall use all reasonable endeavours to satisfy the Merger Control Condition and, accordingly, if the Purchaser is required by any competent merger control authority to offer and sale any remedies or divestitures as a condition to obtaining the Merger Control Condition, the Purchaser agrees that it shall offer as a remedy to dispose of the Shares issued hereunder Product(s) which overlaps with any product of the Purchaser Group (the "SUPPLEMENT"“Relevant Product”) but provided always that the Purchaser shall not be obliged to offer any remedies to the competent merger control authority as a condition of obtaining the Merger Control Approval that would give rise to a Divestiture Material Adverse Effect. 4.6 The Vendors shall procure (i) completion of the Pre-Sale Property Extraction prior to Completion. 4.7 If at any time the Vendors or the Purchaser become aware of any event, circumstance or condition that would be reasonably likely to prevent a Condition being satisfied it shall forthwith inform the other parties. 4.8 Each party shall notify the others promptly upon it becoming aware that any of the Conditions have been satisfied (or waived in accordance with Clause 4.10). 4.9 If the Condition at Clause 4.1(a) is not satisfied (or waived in accordance with Clause 4.10) by the Long-Stop Date, this Agreement shall cease to have effect immediately except for the provisions of Clauses 1, 4.9, 10, 13, 17 and 19 to 27 (in each case inclusive) and any rights or liabilities that have accrued prior to that time. 4.10 The Purchaser may, to such extent as it thinks fit and is legally entitled to do so, waive any of the Conditions (other than the Property Extraction Condition) in whole or in part, by written notice to the Vendors.

Conditions. The Notwithstanding anything to the contrary herein, the obligation of the Purchaser Company to purchase and ---------- acquire Shares consummate any conversion under this Agreement is Section 7 shall be subject to the fulfillment (satisfaction, or waiver by the Purchaser) Company, of each of the following conditions: (ai) The Company Registration Statement: all approvals or authorizations of, filings and registrations with, and notifications to, all Governmental Authorities, if any, required to consummate such conversion (xincluding the issuance and delivery of the Lazard Ltd Stock) shall be effective as in full force and effect and all waiting periods required by law shall have expired or been terminated, and no Burdensome Condition shall have been imposed by any Governmental Authority in connection therewith; (ii) all approvals of shareholders of Lazard Ltd required by law or regulation (including, for the avoidance of doubt, the rules and regulations of the New York Stock Exchange, Inc.) to all Sharesconsummate such conversion (including the issuance and delivery of the Lazard Ltd Stock) shall have been obtained; and (iii) no statute, not subject to rule, regulation, judgment, decree, injunction or other order (whether temporary, preliminary or permanent) of any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinGovernmental Authority that, in light each case, prohibits consummation of such conversion (including the issuance and delivery of the circumstances under which they were made, not misleading. (bLazard Ltd Stock) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject been enacted, issued, promulgated, enforced or entered. With respect to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Dateforegoing conditions, the Company and the Holder hereby undertake to use commercially reasonable efforts to cause, and to assist the other in causing, each such condition to be satisfied as promptly as practicable after written notice of such conversion shall file have been given by the Holder in accordance with the Commission a prospectus supplement Section 7(c)(iii), and, to the Company Registration Statementextent reasonable, in agreed form, in order to evidence and disclose the offer and sale take such other actions as are necessary or advisable to consummate such conversion as of the Shares issued hereunder (desired Conversion Date or as promptly as practicable thereafter. Notwithstanding anything herein to the "SUPPLEMENT").contrary, nothing in this Note shall be deemed to

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionssuch Incremental Effective Date; provided that: (ai) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties under Article III shall be true in all material respects with the same effect as though made on and as of such date, except to the Company made extent such representations and warranties expressly relate to an earlier date (in this Agreement which case they shall be true and correct in all material respects (or in all respects, as applicable) as of such earlier date; provided that, solely with respect to Incremental Revolving Loans that are used to effect or finance a Permitted Acquisition or Investments permitted under this Agreement, the Borrowers shall have the option of making any representations and on each warranties under Article III (other than any customary “specified representations”) and determinations as to the availability of any “basket-carveouts” under Article VII effective as of the date of this entering the definitive agreement for such Permitted Acquisition or such Investment in accordance with the Limited Condition Transaction provisions set forth in Section 1.09; (ii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Effective Date; (iii) the Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.20(d); (iv) the Borrowers shall deliver or cause to be delivered any legal opinions or other customary documents reasonably requested by the Administrative Agent in connection with any such transaction; (v) if not already permitted by the Intercreditor Agreement and each Settlement Dateto the extent necessary, as if first made and restated on each such date. (d) The Company the Intercreditor Agreement shall have issued a press release reasonably acceptable to the Purchaserbeen amended, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse reasonably satisfactory to the CompanyAdministrative Agent, to reflect an increase in the maximum principal amount of the aggregate commitments, loans or letters of credit included in the Revolving Loan Debt (as such term is defined in the Intercreditor Agreement) under Section 10.4(b)(i) of the Intercreditor Agreement in an amount equal to the amount of the increased or new Commitments; and (vi) if the Administrative Agent determines in its reasonable discretion upon the advice of counsel that could reasonably be expected the same is required by, or advisable under, applicable Requirements of Law, the Borrowers and Guarantors shall enter into any security documents, amendments, confirmations, reaffirmations or other agreements to result in a material and adverse effect maintain the Collateral Agent’s fully perfected First Priority Lien on the CompanyCollateral, its business or its prospects or impose liability upon subject to the Purchaser. terms of the Intercreditor Agreement (f) On the first Settlement Dateso long as any Term Loans are outstanding), the Company shall file with terms of any Permitted Securitization Intercreditor Agreement (so long as any Permitted Securitization is outstanding) or the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale terms of the Shares issued hereunder any Permitted Secured Indebtedness Intercreditor Agreement (the "SUPPLEMENT"so long as any Permitted Secured Indebtedness is outstanding).

Conditions. The No Lender shall have any obligation to make any Revolving Advance to a Borrower (other than any Revolving Advances under Section 2A.4 hereof) and no Issuing Lender shall issue, or cause the issuance of, a Letter of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of Credit unless, in each of the following conditions: (a) The Company Registration Statement: instance, (x) shall be effective as with respect to all Sharesa Revolving Advance (other than a Revolving Advance under Section 2.1(c) and 2A.4 hereof), not subject such Borrower delivers to any threatened or actual stop order the Agent a Borrower's Certificate dated the date of such Revolving Advance and (y) will not contain any untrue statement of material fact or omit the following conditions precedent are fulfilled to state any material fact required to be stated therein or necessary to make the statements therein, in light satisfaction of the circumstances under which they were made, not misleading.Agent (or waived in writing by the Majority Lenders): (bi) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The all representations and warranties made by each of the Company Credit Parties contained herein or otherwise made in this Agreement any Loan Document (including, without limitation, each Borrower's Certificate), officer's certificate or any agreement, instrument, certificate, document or other writing delivered to the Agent or any Lender in connection herewith or therewith, shall be true and correct in all material respects with the same effect as of though such representations and warranties had been made on each and as of the date of this Agreement and each Settlement Datesuch borrowing or issuance of a Letter of Credit (unless any such representation or warranty speaks as of a particular date, in which case it shall be deemed repeated as if first made and restated on each of such date.); (dii) The Company on the date of such borrowing or issuance of a Letter of Credit there shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence exist no Default or Event of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement Default (either immediately before or after giving effect thereto); (iii) if the Company shall not be requesting a Letter of Credit, the Agent on behalf of the Issuing Bank shall have issued (to the extent requested by any such press release by 8:30 a.m. (New York timeIssuing Bank) on May 9, 2003.received a duly executed and delivered Letter of Credit Agreement with respect thereto; (eiv) There such Borrower shall be no litigationhave complied with all procedures and given all certificates, investigation, inquiry notices and other documents required hereunder for such advance or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.issuance; and (fv) On the first Settlement Date, Agent shall have received such other approvals of governmental authorities or documents as the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Agent may have reasonably requested.

Conditions. The obligation obligations of the Purchaser Parties to purchase and ---------- acquire Shares under this Agreement is complete the Arrangement are subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsconditions precedent on or before the Effective Time, each of which may only be waived with the mutual consent of the Parties: (a) The Company Registration Statement: (x) the Arrangement Resolution shall be effective as to all Shares, not subject to any threatened or actual stop order have been approved and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make adopted by the statements therein, TMX Group Shareholders at the TMX Group Meeting in light of accordance with the circumstances under which they were made, not misleading.Interim Order; (b) The Company the Interim Order and the Final Order shall each have secured the listing of the Shares been obtained on the Nasdaq SmallCap Market (subject terms consistent with this Agreement, and shall not have been set aside or modified in a manner unacceptable to official notice of issuance).TMX Group and LSEG, acting reasonably, on appeal or otherwise; (c) The representations no Governmental Entity shall have enacted, issued, promulgated, enforced or entered any Law which is then in effect and warranties has the effect of making the Arrangement illegal or otherwise preventing or prohibiting consummation of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Arrangement; (d) The Company the LSEG Shareholder Approval shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.been obtained; (e) There the Regulatory Approvals shall have been obtained in accordance with Section 5.5(d) and there shall not, at the time when all other conditions precedent set out in Article 6 have been satisfied or waived in accordance with Article 6, be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.any outstanding Regulatory Intervention; (f) On LSEG shall have delivered evidence to TMX Group, acting reasonably, that (A) the first Settlement Date, the Company shall file with the Commission a prospectus supplement LSEG Shares issuable pursuant to the Company Registration StatementArrangement shall as soon as practicable following the Effective Time be admitted to the Official List of the UK Listing Authority and to trading on LSE and (B) the LSEG Shares issuable upon exchange of the Exchangeable Shares and exercise of the Replacement Options shall have been conditionally approved for listing on TSX, subject only in each case to the satisfaction of the customary listing conditions of LSE or TSX, as the case may be; (g) LSEG shall have delivered evidence to TMX Group, acting reasonably, that the LSEG Shares issuable pursuant to the Exchangeable Shares or Replacement Options shall as soon as practicable following the Effective Time be admitted to the Official List of the UK Listing Authority and to trading on LSE, subject only in each case to the satisfaction of the customary listing conditions of LSE; and (h) the LSEG Shares and the Exchangeable Shares to be issued pursuant to the Arrangement have been allotted by the LSEG Board and the board of directors of Exchangeco, respectively, conditional only on completion of the Arrangement and that such LSEG Shares and Exchangeable Shares shall be exempt from the registration requirements of the U.S. Securities Act pursuant to Section 3(a)(10) thereof; provided, however, that TMX Group shall not be entitled to the benefit of the condition in this Section 6.1(h), and shall be deemed to have waived such condition, in agreed form, the event that TMX Group fails to advise the Court prior to the hearing in order to evidence and disclose the offer and sale respect of the Shares issued hereunder (Final Order that LSEG intends to rely on the "SUPPLEMENT")exemption from registration afforded by Section 3(a)(10) of the U.S. Securities Act based on the Court’s approval of the Arrangement.

Conditions. The obligation issuance, amendment or extension of the Purchaser to purchase and ---------- acquire Shares under this Agreement any Facility Letter of Credit is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in full of the following conditionsconditions on the Issuance Date: (i) the Borrower shall have delivered to the Issuer at such times and in such manner as the Issuer may reasonably prescribe a Reimbursement Agreement and such other documents and materials as may be reasonably required pursuant to the terms thereof, and the proposed Facility Letter of Credit shall be reasonably satisfactory to such Issuer in form and content, provided, however, in the event of any conflict between the terms of this Agreement and the terms of the Reimbursement Agreement, the terms of this Agreement shall control; (ii) as of the Issuance Date no order, judgment or decree of any court, arbitrator or governmental authority shall enjoin or restrain such Issuer from issuing the Facility Letter of Credit and no law, rule or regulation applicable to the Issuer and no directive from any governmental authority with jurisdiction over the Issuer shall prohibit such Issuer from issuing Letters of Credit generally or from issuing that Facility Letter of Credit; (iii) the following statements shall be true, and the Agent and such Issuer shall have received a certificate, substantially in the form of the certificate attached hereto as Exhibit D, signed by a duly authorized officer of the Borrower dated the Issuance Date stating that: (a) The Company Registration Statement: (x) shall be effective the representations and warranties contained in Article IV of this Agreement are correct in all material respects on and as of such Issuance Date as though made on and as of such Issuance Date except to all Shares, not subject the extent that any such representation or warranty is stated to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit relate solely to state any material fact required to be stated therein or necessary to make the statements thereinan earlier date, in light which case such representation or warranty is correct in all material respects as of the circumstances under which they were made, not misleading.such earlier date; and (b) The Company No Default or Event of Default has occurred and is continuing or would result from the issuance, amendment or extension of such Facility Letter of Credit; (iv) the Issuer and the Agent shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Datereceived such other approvals, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Marketopinions, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could documents as either may reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserrequest. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.17 unless, after giving effect to such Incremental Facility, the Term Loans to be made thereunder, and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (ai) The Company Registration Statement: no Default or Event of Default shall exist at the time of funding; (xii) calculated on a pro forma basis immediately after giving effect to such Incremental Facility (A) the Loan Parties shall be effective in compliance with the Financial Covenant set forth in Section 6.07 as to all Shares, not subject to any threatened or actual stop order of the last day of the Fiscal Month most recently ended and (yB) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Holdings shall have demonstrated projected pro forma compliance with the statements therein, Financial Covenant set forth in light Section 6.07 for the immediately succeeding twelve (12) full Fiscal Month period ending after the funding of the circumstances under which they were made, not misleading.Incremental Facility and the use of proceeds therefrom; (biii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of contained in Article IV and the Company made other Loan Documents are true and correct in this Agreement all material respects (except to the extent that such representation and warranty is qualified by materiality or a Material Adverse Effect standard in which case it shall be true and correct in all respects) on and as of the effective date of such funding, except to the extent that such representations and on warranties specifically refer to an earlier date, in which case they are true and correct (in compliance with the foregoing standard) as of such earlier date; (iv) Administrative Agent shall have received a certificate of an Authorized Officer of Borrower Representative certifying as to the foregoing; (v) the proceeds of each Incremental Term Loan shall be used for the purposes set forth in Section 2.04; and (vi) Administrative Agent shall have received, to the extent Administrative Agent shall have required or requested, customary legal opinions from Borrowers’ counsel, customary evidence of authorization with respect to any of the date officers executing the Incremental Facility and related documentation on behalf of this Agreement the Borrowers, Organizational Documents and each Settlement Dategood standing certificates from Borrowers in their jurisdictions of organization and a solvency, as if first made secretary certificate and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementofficer’s certificate from Borrowers, in agreed formeach case, in order form and substance satisfactory to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Administrative Agent in its reasonable discretion.

Conditions. The obligation Any Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsapplicable Increase Effective Date; provided that: (ai) The Company Registration Statement: (x) no Lender shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, participate in light of the circumstances under which they were made, not misleading.any such new incremental facility; (bii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The all representations and warranties of the Company made contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on each and as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case, such representations and warranties shall be true and correct in all material respects as of such date; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the date applicable date, before and after giving effect to such Borrowing of this Agreement Term Loans; (iii) no Default or Event of Default shall have occurred and each Settlement be continuing or would result from the Borrowings to be made on such Increase Effective Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the applicable Increase Effective Date, as if first made and restated on each such date.without giving effect to any Collateral Coverage Ratio Cure Period; and (div) The Company shall have issued a press release reasonably acceptable after giving pro forma effect to the PurchaserBorrowings to be made on the Increase Effective Date, disclosing (A) the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company Collateral Coverage Ratio shall not have issued such press release by 8:30 a.m. be less than 2.00 to 1.00 and (New York timeB) on May 9, 2003the aggregate outstanding amount of all Priority Lien Debt is no greater than $5,000,000,000. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 1.1(e) unless, immediately after giving pro forma effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Revolving Loan Commitment, that the entire amount of such Incremental Revolving Loan Commitment is funded), the application of the Purchaser proceeds therefrom and any acquisition or investment consummated in connection therewith: (A) no Event of Default shall exist at the time of funding or, solely with respect to purchase an Incremental Term Loan the proceeds of which are intended to and ---------- acquire Shares under this Agreement shall be used to finance substantially contemporaneously a Permitted Acquisition which is subject to customary “Funds Certain Provisions”, unless the fulfillment (or waiver by the Purchaser) of each Persons holding not less than a majority of the following conditions:commitments to provide such Incremental Term Loan waive the absence of a Default or Event of Default as a condition to funding thereof, on the date on which the related acquisition agreement is executed and becomes effective (any such date, an “Acquisition Agreement Signing Date”); (B) as of the last day of the most recent month for which financial statements have been delivered pursuant to Section 4.1(c), (1) (a) The Company Registration Statement: unless constituting Incremental Equivalent Debt, the Senior Leverage Ratio (x) on a Net Basis), recomputed on a pro forma basis, shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. exceed 5.25:1.00 (b) The Company to the extent constituting Incremental Equivalent Debt, the Leverage Ratio (on a Net Basis), recomputed on a pro forma basis, shall have secured not exceed 6.50:1.00 and (2) the listing Credit Parties are in compliance on a pro forma basis with the covenants set forth in Article VI; (C) proceeds of Incremental Term Loans shall be used solely to (1) finance or refinance the purchase price of a Permitted Acquisition that is, in each case, consummated substantially concurrently with the incurrence thereof or within 30 days prior to the date of incurrence, (2) make other Investments permitted under Section 5.4, (3) finance working capital requirements and general corporate purposes of the Shares on Borrower and its Subsidiaries in accordance with the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date terms of this Agreement and each Settlement Date, as if first made and restated on each such date.(4) make Restricted Payments permitted under Section 5.11; and (dD) The Company the Applicable Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The effectiveness of this Agreement and the obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement any Bank hereunder is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditionsconditions as of the Effective Date or at the time of any Borrowing, as applicable: (a) The Company Registration Statement: (x) the fact that the Effective Date shall be effective as have occurred prior to all SharesAugust 31, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.2001; (b) The Company shall have secured receipt by the listing Agent of a Notice of Borrowing as required by Section 2.02 or 2.03, as the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).case may be; (c) The the fact that the Borrower is in compliance with Section 7.12(a) of the 1972 Indenture and Section 7.11 of the 1994 Indenture, as each Indenture is in effect as of the date hereof; (d) the fact that the aggregate outstanding principal amount of the Loans will not exceed the aggregate amount of the Commitments; (e) the fact that no Default shall have occurred and be continuing; (f) the fact that the representations and warranties of the Company made Borrower (in the case of a Borrowing, other than the representation set forth in Section 4.02(b)) contained in this Agreement shall be true (it being understood and agreed that the representation and warranty set forth in Section 4.13 shall be true and correct as to all information furnished prior to the making of and on each the respective Loan); and (g) the fact that (i) there shall be no collateral securing Bonds issued pursuant to either Indenture of a type other than the types of collateral permitted to secure Bonds issued pursuant to such Indenture as of the date hereof and (ii) the Allowable Amount of Eligible Collateral then pledged under either Indenture shall not exceed 150% of the aggregate principal amount of Bonds then Outstanding under such Indenture and no collateral shall secure Bonds other than the Eligible Collateral under such Indenture, the Allowable Amount of which is included within the prior computation or collateral previously so pledged which ceases to be such Eligible Collateral not as a result of any acts or omissions to act of the Borrower (other than the declaration of an "event of default" as defined in a Mortgage which results in the exercise of any right or remedy described in such Mortgage); each defined term used in this Agreement clause (g) shall have the meaning assigned thereto in the applicable Indenture. Each Borrowing hereunder shall be deemed to be a representation and each Settlement Datewarranty by the Borrower on the date of such Borrowing as to the facts specified in clauses (c), as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser), disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation), investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale (g) of the Shares issued hereunder (the "SUPPLEMENT")this Section.

Conditions. The obligation availability of the Purchaser Incremental Term Loans will be subject solely to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) no Default or Event of Default shall have occurred and be effective as to all Shares, not subject to any threatened continuing on the date such Incremental Term Loans are incurred or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.would exist immediately after giving effect thereto; (b) The Company shall have secured the listing representations and warranties in the Loan Documents will be true and correct in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be accurate in all respects) immediately prior to, and immediately after giving effect to, the incurrence of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).such Incremental Term Loans; and (c) The such other conditions (if any) as may be required by the Incremental Lenders providing such Incremental Term Loans, unless such other conditions are waived by such Incremental Lenders; provided that if the proceeds of such Incremental Term Loans will be used to finance, in whole or in part, the acquisition of all or substantially all the assets of, or a majority of the Equity Interests in, or the merger, consolidation or amalgamation with, a Person or division or line of business of a Person, (i) the condition in the foregoing clause (a) may be waived (or not required) by the Incremental Lenders providing such Incremental Term Loans; and (ii) the condition in the foregoing clause (b) may be limited to the accuracy in all material respects of (A) the Specified Representations and (B) any representations and warranties made with respect to such Person, division or line of business in the agreement governing such acquisition, merger, consolidation or amalgamation to the extent the breach of such representations and warranties is material to the interests of the Company made in this Agreement shall be true and correct as Lenders; provided that the failure of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each any such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall representation or warranty will not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale failure of the Shares issued hereunder conditions set forth in the foregoing clause (b) unless such breach results in a failure of a condition precedent of the "SUPPLEMENT"obligations of the Borrower or a Restricted Subsidiary to consummate such acquisition, merger, consolidation or amalgamation or permits the Borrower or a Restricted Subsidiary to terminate such agreement (after giving effect to any applicable notice and cure provisions).

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective as of such Increase Effective Date; provided that: (i) subject to Section 1.06, no Event of Default (or, in the Purchaser case of an Incremental Facility the proceeds of which will be used for a Permitted Acquisition, other Investment or Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) (solely with respect to purchase the Borrowers) or (h) (solely with respect to the Borrowers)) shall have occurred and ---------- acquire Shares under this Agreement is be continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the fulfillment terms of Section 1.06 hereof and the lenders providing such Incremental Facility may waive or not require any of the conditions of this clause (i) (except that no Event of Default under Section 8.01(a), (b), (g) or waiver (h) may be so waived); (ii) the proceeds of the Incremental Term Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the PurchaserLoan Documents; (iii) [reserved]; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples above such amount of $1,000,000, or in each case as the Borrower Agent and the Administrative Agent shall otherwise reasonably agree (except, in each case, such minimum amount shall not apply when the Borrowers use all of the following conditions:Incremental Term Loan Commitments available at such time or to the extent the Administrative Agent approves a lower amount); (av) The Company Registration Statement: any Incremental Facilities may be (A) secured by the Collateral on a senior basis to the Term Loans, (B) secured by the Collateral on a pari passu basis with the Term Loans, (C) secured by the Collateral on a junior basis to the Term Loans or (D) unsecured and, in the case of clauses (A), (C) and (D), shall be established as a separate facility from the then existing Term Loans; provided that if any such separate facility is secured, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to the Intercreditor Agreement and, (x) shall be effective as to all Sharesif secured on a pari passu basis with the Secured Obligations, not subject to any threatened or actual stop order a Pari Intercreditor Agreement and (y) will not contain any untrue statement if secured on a junior basis to the Secured Obligations, an Other Intercreditor Agreement (provided that, in each case, so long as such Senior Representative is joined to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, by way of material fact or omit to state a joinder agreement in substantially the form of the applicable form of joinder agreement attached thereto without any material fact changes therefrom or to the Intercreditor Agreement and/or such Pari Intercreditor Agreement or Other Intercreditor Agreement, as applicable, in connection with such joinder, or such intercreditor agreement or joinder is Otherwise Acceptable, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)). No Incremental Facility shall (x) be stated therein or necessary to make the statements therein, in light secured by a Lien on any assets of the circumstances Borrower or any Guarantor not constituting Collateral, (y) be incurred by any entity other than a Borrower or a Guarantor and (z) be guaranteed by any Person (in the case of any borrowing under which they were madeany private equity fund facility of a direct or indirect equityholder of Holdings, not misleading.any Subsidiary) unless such Person (in the case of any borrowing under any private equity fund facility of a direct or indirect parent of Holdings, such Subsidiary) is a Borrower or a Guarantor that shall have previously or substantially concurrently Guaranteed or become a Borrower with respect to the Obligations; and (bvi) The Company shall have secured solely if and to the listing extent required by the lenders providing the applicable Incremental Facility, subject to (A) customary “SunGard” limitations (to the extent the proceeds of the Shares on applicable Incremental Facility are being used to finance a Permitted Acquisition, other Investment or Limited Condition Transaction (and such limitations shall, for the Nasdaq SmallCap Market avoidance of doubt, include a limitation to customary specified representations)) or (subject to official notice B) in the case of issuance). (c) The any “certain funds” Limited Condition Transaction in any non-U.S. jurisdiction, conditionality as is customary or required in such jurisdiction, each of the representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any such representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. credit extension (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined incurred in connection with a manner adverse Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the Company, that could reasonably be expected extent such representations and warranties expressly relate to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementan earlier date, in agreed form, which case such representations and warranties shall be true and correct in order all material respects (except that any representation and warranty that is qualified as to evidence “materiality” or “Material Adverse Effect” shall be true and disclose the offer and sale correct in all respects) as of the Shares issued hereunder (the "SUPPLEMENT")such earlier date.

Conditions. The obligation Incremental Term Loan Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is such Incremental Term Loan Effective Date; provided, that, subject to Section 1.6 in the fulfillment case of an Incremental Term Facility incurred in connection with a Limited Conditionality Transaction: (or waiver by the Purchaseri) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such Incremental Term Loan Effective Date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date); (ii) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility; (iii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the date proceeds of this Agreement such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and each Settlement Datedetermined on the basis of the financial statements for the most recently ended fiscal quarter), as if first made and restated on each assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such date.time; and (dvi) The Company shall have issued a press release reasonably acceptable the all in yield applicable to any Incremental Term Loan will be determined by the Purchaser, disclosing the existence of this Agreement Borrower and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued Lenders providing such press release by 8:30 a.m. (New York time) on May 9, 2003Incremental Term Loans. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and following conditions shall be met by Tenant for ---------- acquire Shares under this Agreement is subject any alterations to the fulfillment (or waiver by the PurchaserPremises permitted under Paragraphs 10(a) of each of the following conditions:and 10(b): (ai) The Company Registration Statement: (x) Before the commencement of any such work, plans and specifications therefor or a detailed itemization including costs thereof shall be effective as furnished to Landlord for its review and approval. Landlord's approval of Tenant's plans shall create no responsibility or liability on the part of Landlord for their completeness, design, sufficiency or compliance with all Shareslaws, not subject to any threatened rates, and regulations of governmental agencies or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingauthorities. (bii) The Company If the cost of such work will exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), then Tenant shall deposit in Landlord's name, in an escrow account at the Bank or other financial institution designated by Landlord, the anticipated cost of such work, as certified by Tenant's contractor, who shall be approved by Landlord, or, in the alternative, shall provide Landlord with other reasonable assurances that such work will be performed and paid for in a lien-free fashion, such as demonstrating to Landlord the strength of Tenant's financial condition or by demonstrating to Landlord that a lender has committed to loan Tenant construction funds for the proposed alterations. Such proceeds shall be disbursed periodically by Landlord upon certification of Tenant's contractor that such amounts are the amounts paid or payable for such work. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have secured been completed and paid for, furnish Landlord with adequate evidence that at all times the listing undisbursed portion of the Shares on escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the Nasdaq SmallCap Market work in its entirety. Tenant shall obtain, and make available to Landlord, receipted bills and, upon completion of the work, full and final waivers of lien. (subject iii) Before the commencement of any such work, Tenant shall obtain any required approvals from all governmental departments or authorities having or claiming jurisdiction of or over the Premises, and from any public utility companies having an interest therein. In any such work, Tenant shall comply with all applicable laws, ordinances, requirements, orders, directions, rules and regulations of the federal, state, county and municipal governments and of all other governmental authorities having or claiming jurisdiction of or over the Premises and of all their respective departments, bureaus and offices, and with the requirements and regulations, if any, of such public utilities, of the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the Premises or any part thereof. (iv) Tenant represents and warrants to official notice Landlord that all such construction work will be performed in a good and workmanlike manner and in accordance with the terms, provisions and conditions of issuancethis Lease and all governmental requirements. (v) Landlord shall have the right to inspect any such construction work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant's work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). (cvi) The representations and warranties of the Company made in this Agreement All such work shall be true performed at Tenant's cost and correct as expense and free of any expense to Landlord and free of any liens on each of Landlord's fee simple interest on or Tenant's leasehold interest in the date of this Agreement and each Settlement Date, as if first made and restated on each such datePremises. (dvii) The Company Upon substantial completion of any such work Tenant shall have issued procure a press release reasonably acceptable to certificate of occupancy, if applicable, from the Purchaser, disclosing appropriate governmental authorities verifying the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003substantial completion thereof. (eviii) There shall be no litigationTenant shall, investigationindemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, inquiry damage, cost and expense (including, without limitation, reasonable attorneys' fees) incurred by or proceeding pending asserted against Landlord which are occasioned by or threatened in writing (including without limitation with result, directly or indirectly, from any construction or renovation activities conducted upon the Commission, Premises; whether or not the Nasdaq Stock Market, same is caused by or the NASD) that challenges fault of Tenant or calls into the question the transactions contemplated hereby orany contractor, if determined in a manner adverse to the Companysubcontractor, that could reasonably be expected to result in a material and adverse effect on the Companylaborer, its business supplier, materialman or its prospects or impose liability upon the Purchaserany other third party. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 4.01. The obligation of the Purchaser to purchase and ---------- acquire Shares Seller under this Agreement is to consummate the transactions contemplated hereby shall be subject to the fulfillment (or waiver by the Purchaser) satisfaction of each of all the following conditions, any one or more of which may be waived in writing by Seller: (a) The Company Registration Statement: (x) Seller shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light have received payment of the circumstances under which they were made, not misleadingPurchase Price in accordance with Section 2.02 of this Agreement. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Purchaser set forth in Section 3.02 of this Agreement shall be true and correct as of and on each in all material respects. (c) Purchaser shall have delivered all of the date of this Agreement documents and each Settlement Date, as if first made and restated on each such dateother items described in Section 5.01. (d) The Company Lender's Consent shall have issued been obtained. Purchaser acknowledges that obtaining Lender's Consent will require Purchaser's cooperation. In connection therewith, Purchaser shall, at its sole cost and expense (except, with respect to clause (iv) of this Section, as otherwise provided in Section 2.04 hereof), and shall cause its affiliates and employees to promptly, (i) provide such information, (ii) execute and deliver such certificates, instruments and agreements, (iii) deliver acceptable legal opinions, addressed to Lender and the Rating Agencies (as defined in the Indenture), including, without limitation, a press release reasonably acceptable to substantive non-consolidation opinion, and (iv) take such other actions as are required by the Purchaser, disclosing Indenture and any other loan documents in connection with the existence of transaction contemplated by this Agreement and such other actions as may be reasonably requested by Seller, Lender and/or the material terms hereofRatings Agencies (including any of the foregoing actions as may be requested by Seller as may be necessary to satisfy the requirements in the Indenture). 4.02. The obligation of Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question to consummate the transactions contemplated hereby or, if determined in a manner adverse shall be subject to the Companysatisfaction of all of the following conditions, that could reasonably any one or more of which may be expected to result waived in a material writing by Purchaser: (a) Seller shall have delivered all of the documents and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserother items described in Section 5.02. (fb) On The representations and warranties of Seller set forth in Section 3.01 above shall be true and correct in all material respects, except for any matters that are Lessee's responsibility under the first Settlement Date, the Company Net Lease. (c) Lender's Consent shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")have been obtained by Seller.

Conditions. The obligation obligations of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject Underwriters hereunder shall be subject, in their discretion, to the fulfillment (or waiver by the Purchaser) of each condition that all representations and warranties and other statements of the Company and the Selling Noteholder herein are, at and as of the Time of Delivery, true and correct, the condition that the Company shall have performed all of its obligations hereunder theretofore to be performed, and the following additional conditions: (a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 6(a) hereof; the final term sheet contemplated by Section 6(a) hereof, and any other material required to be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time period prescribed for such filings by Rule 433; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and no proceeding for that purpose shall have been initiated or threatened by the Commission; no stop order suspending or preventing the use of the Prospectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additional information on the part of the Commission shall have been complied with to your reasonable satisfaction; (b) ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinions (a form of each such opinion is attached as ▇▇▇▇▇ ▇▇(b) hereto), dated the Time of Delivery, in form and substance satisfactory to you, with respect to the matters covered in paragraphs (i), (ii), (iii), (iv), (vi) and (xii)) of subsection (c) below as well as such other related matters as you may reasonably request, and such counsel shall have received such papers and information as they may reasonably request to enable them to pass upon such matters; (c) King & Spalding LLP, counsel for the Company, shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(c) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) The Company has been duly incorporated and is validly existing and in good standing under the laws of the state of Delaware; the Company has the corporate power to own and lease its properties and conduct its business as described in the Pricing Prospectus; (ii) All of the outstanding shares of Common Stock have been duly authorized and are validly issued, fully paid and nonassessable; (iii) This Agreement has been duly authorized, executed and delivered by the Company; (iv) The issuance, execution and delivery of the Securities have been duly authorized by the Company; the Securities, when executed and delivered by the Company and duly authenticated in accordance with the terms of the Indenture and delivered to and paid for by Sprint Nextel in accordance with the terms of the Separation and Distribution Agreement, will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity, and will be entitled to the benefits of the Indenture; and the Securities and the Indenture conform in all material respects to the descriptions thereof in the Prospectus; (v) To the best of such counsel’s knowledge based solely on inquiries of representatives of the Company who have responsibility for litigation and governmental proceedings, and other than as set forth in the Pricing Prospectus, such counsel does not know of any litigation or any governmental proceedings instituted or threatened against the Company or its consolidated subsidiaries that would be required to be disclosed in the Pricing Prospectus and is not so disclosed; (vi) The Indenture has been duly authorized, executed and delivered by the Company and constitutes a valid and legally binding agreement of the Company, enforceable against the Company in accordance with its terms, subject, as to enforcement of remedies, to bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally and to the effect of general principles of equity; and the Indenture has been duly qualified under the Trust Indenture Act; (vii) The issuance of the Securities by the Company and the execution, delivery and performance of this Agreement and the Indenture by the Company and the consummation of the transactions contemplated by this Agreement and the Indenture (a) will not breach or result in a default under or result in the creation or imposition of any lien upon any property of the Company or any Subsidiary pursuant to any agreement or instrument filed as an exhibit to the Registration Statement: , (b) will not result in a violation of the provisions of the certificate of incorporation or by-laws of the Company and (c) will not result in a violation of any federal or New York statute or the Delaware General Corporation Law or any rule or regulation that has been issued pursuant to any federal or New York statute or the Delaware General Corporation Law or any order known to such counsel by any court or governmental agency or body having jurisdiction over the Company or any Subsidiary or any of their respective properties, except that it is understood that no opinion is given in this paragraph (vi) with respect to any state securities law or any rule or regulation issued pursuant to any state securities law; (viii) No consent, approval, authorization, order, registration or qualification of or with any federal or New York governmental agency or body or any Delaware governmental agency or body acting pursuant to the Delaware General Corporation Law is required for the issuance and sale of the Securities or the consummation by the Company of the transactions contemplated by this Agreement or the Indenture, except (1) such as have been obtained and (2) such consents, approvals, authorizations, registrations or qualifications as may be required under state securities or Blue Sky laws in connection with the purchase and distribution of the Securities by the Underwriters; (ix) The statements set forth in the Prospectus under the caption “Description of the Notes” and “Agreements with Sprint Nextel,” insofar as such statements summarize the legal matters, agreements or documents described therein, are accurate in all material respects; (x) shall The statements set forth in the Prospectus under the caption “Material United States Federal Income Tax Considerations,” insofar as they purport to constitute summaries of matters of U.S. federal income tax law and regulations or legal conclusions with respect thereto, are accurate summaries of the matters set forth therein in all material respects; (xi) The Company is not and, after giving effect to the offering and sale of the Securities and the Spin-Off, will not be an “investment company”, as such term is defined in the Investment Company Act; (xii) The Registration Statement, as of its effective date, and the Prospectus, as of its date, complied as to form in all Sharesmaterial respects with the requirements of the Act and the Trust Indenture Act and the rules and regulations thereunder, except that such counsel expresses no opinion with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and although they are not subject passing upon and do not assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Disclosure Package or the Prospectus, except to any threatened or actual stop order the extent set forth in paragraphs (ix) and (yx) will not contain any above, on the basis of the information that was developed in the course of the performance of the services provided by such counsel, nothing has come to such counsel’s attention that causes them to believe that: (i) the Registration Statement, as of its effective date and as of the date of this Agreement, contained an untrue statement of a material fact or omit omitted to state any material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) the Pricing Disclosure Package, as of the Applicable Time, contained an untrue statement of a material fact or omitted to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading; or (iii) the Prospectus, as of its date and as of the Time of Delivery, contained or contains an untrue statement of a material fact or omitted or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that, with respect to clauses (i), (ii) and (iii) above, such counsel expresses no belief with respect to the financial statements and notes thereto, the financial statement schedules and notes thereto and the other financial data included therein or omitted therefrom or the Statement of Eligibility on Form T-1; and such counsel does not know of any documents that are required to be filed as exhibits to the Registration Statement and are not so filed or of any documents that are required to be summarized in the Prospectus which are not so summarized; (d) ▇▇▇▇▇ Day, counsel for the Selling Noteholder shall have furnished to you their written opinion (a draft of such opinion is attached as ▇▇▇▇▇ ▇▇(d) hereto), dated the Time of Delivery, in form and substance satisfactory to you, to the effect that: (i) This Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (ii) The Exchange Agreement has been authorized by all necessary corporate action of, and executed and delivered by, the Selling Noteholder; (iii) The (i) execution, delivery and performance of (A) this Agreement by the Selling Noteholder and (B) the Exchange Agreement by the Selling Noteholder, (ii) sale of the Securities by the Selling Noteholder and (iii) compliance with the terms and provisions thereof by the Selling Noteholder will not violate any law or regulation known to such counsel to be generally applicable to transactions of this type, or any order or decree of any court, arbitrator or governmental agency that is binding upon the Selling Noteholder or its property or violate or result in a default under any of the terms and provisions of the certificate of incorporation or bylaws of the Selling Noteholder or any agreement to which the Selling Noteholder is a party or bound (the opinion being limited (i) to those orders, decrees and agreements identified on exhibits to the opinion, and (ii) in that counsel expresses no opinion with respect to any violation (a) not readily ascertainable from the face of any such order, decree or agreement, (b) arising under or based upon any cross default provision insofar as it relates to a default under an agreement not identified on the exhibits to the opinion, or (c) arising as a result of any violation of any agreement or covenant by failure to comply with any financial or numerical requirement requiring computation); (iv) No consent, approval, authorization or order of, or filing with, any governmental agency or body or any court is required in connection with the execution, delivery or performance of this Agreement or the Exchange Agreement by the Selling Noteholder, or in connection with the sale of the Securities by the Selling Noteholder to the Underwriters, except as may be required under (1) state securities or Blue Sky laws or (2) the Act, the Exchange Act or the Trust Indenture Act; (v) Upon payment by the Underwriters for the Securities to be sold by the Selling Noteholder as provided in this Agreement, delivery (within the meaning of Section 8-301 of the Uniform Commercial Code, as in effect in the State of New York on the date hereof) ( the “UCC”)) of such Securities, as directed by the Underwriters, to, and receipt by, Cede & Co. (“Cede”) or such other nominee in the State of New York as may be designated by The Depository Trust Company (“DTC”), continuing registration of such Securities in accordance with the Company’s certificate of incorporation, bylaws and applicable law on the Company’s registry in the name of Cede or such other nominee and DTC’s indicating by book entry that the Securities have been credited to the Underwriters’ “securities accounts” (as defined in Section 8-501(a) of the UCC) maintained by DTC for the Underwriters in accordance with Section 8-501 of the UCC, (A) DTC will be a “protected purchaser” of such Securities within the meaning of Section 8-303 of the UCC, (B) the Underwriters will acquire a “security entitlement” (as defined in Section 8-102 of the UCC) in respect of such Securities under Section 8-501 of the UCC and (C) no action based on any “adverse claim” (as defined in Section 8-102 of the UCC) to such Securities may be asserted against the Underwriters with respect to such security entitlement within the meaning of section 8-502 of the UCC. (be) The Company ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP, special Delaware counsel for the Selling Noteholder shall have secured furnished to you their written opinion (a draft of which is attached as ▇▇▇▇▇ ▇▇(e) hereto), dated the listing Time of Delivery, in form and substance satisfactory to you, to the effect that the Exchange Agreement constitutes a valid and binding obligation of the Shares Selling Noteholder, enforceable against the Selling Noteholder in accordance with its terms; (f) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m. New York City time on the Nasdaq SmallCap Market (subject effective date of any post-effective amendment to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of Registration Statement filed subsequent to the date of this Agreement and each Settlement Datealso at the Time of Delivery, as if first made and restated on each such date. (d) The Company KPMG LLP shall have issued furnished to you a press release reasonably acceptable letter or letters, dated the respective dates of delivery thereof, in form and substance satisfactory to you, to the Purchaser, disclosing effect set forth in Annex I hereto (the existence executed copy of the letter delivered prior to the execution of this Agreement is attached as Annex I(a) hereto and a draft of the material terms hereof. The Purchaser may terminate its obligation form of bring-down letter to acquire Shares under this Agreement if be delivered on the effective date of any post-effective amendment to the Registration Statement and as of the Time of Delivery is attached as ▇▇▇▇▇ ▇(b) hereto); (i) Neither the Company nor any of its Subsidiaries shall have sustained since the date of the latest audited financial statements included in the Pricing Disclosure Package any loss or interference with its business from fire, explosion, flood or other calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplated in the Pricing Disclosure Package, and (ii) since the respective dates as of which information is given in the Pricing Disclosure Package there shall not have issued such press release by 8:30 a.m. been any change in the capital stock (New York timeother than (i) on May 9issuances of capital stock upon exercise of options and settlement of restricted stock units and (ii) grants of stock options, 2003. (erestricted stock, restricted stock units and other equity-based awards and equity-based compensation) There shall be no litigationor change in long-term debt of the Company or any of its Subsidiaries or any change, investigationor any development involving a prospective change, inquiry in or proceeding pending affecting the general affairs, management, financial position, stockholders’ equity or threatened results of operations of the Company and its Subsidiaries, otherwise than as set forth or contemplated in writing (including without limitation with the CommissionPricing Disclosure Package, the Nasdaq Stock Marketeffect of which, in any such case described in clause (i) or the NASD) that challenges or calls into the question the transactions contemplated hereby or(ii), if determined is in a manner adverse to the Company, that could reasonably be expected to result in a your judgment so material and adverse effect as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Securities on the Company, its business or its prospects or impose liability upon terms and in the Purchaser.manner contemplated in the Pricing Disclosure Package; (fh) On or after the first Settlement Date, Applicable Time (i) no downgrading shall have occurred in the Company shall file with rating accorded the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").Co

Conditions. The obligation No Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Increase Effective Date unless (but subject to the fulfillment Section 1.09 in each case): (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement b), respectively, of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinSection 6.01; provided that, in light the case of an Incremental Commitment being used to consummate a Limited Condition Acquisition, at the circumstances under which they were madeBorrower’s election, not misleading. (b) The Company shall have secured to the listing of extent acceptable to the Shares on Lenders providing the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The relevant Incremental Commitment, the only representations and warranties of the Company made in this Agreement shall that will be required to be true and correct will be the Specified Representations (conformed as necessary for such acquisition) and such of and the representations made by or on behalf of the applicable target, its affiliates, its subsidiaries or their respective businesses in the acquisition agreement governing such Limited Condition Acquisition as are material to the interests of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as a result of a breach of such representations in the acquisition agreement; (iv) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the date covenants set forth in Section 7.11 as of this Agreement and each Settlement Date, as if first made and restated on each such date.the end of the latest fiscal quarter for which internal financial statements are available; (dv) The Company the Borrower shall have issued make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); and (vi) as a press release reasonably acceptable condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date to the Purchaserextent reasonably requested by, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commissionform and substance reasonably satisfactory to, the Nasdaq Stock MarketAdministrative Agent, or and if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined above requirements were satisfied in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaseraccordance with Section 1.09. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Term Loan Commitment shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is such Term Loan Increase Effective Date; provided, that, subject to Section 1.6 in the fulfillment case of an Incremental Term Facility incurred in connection with a Limited Condition Acquisition: (or waiver by the Purchaseri) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Loan Party in or pursuant to the Company made in this Agreement Loan Documents shall be true and correct in all material respects on and as of such Term Loan Increase Effective Date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects on each and as of such specific date); (ii) no Event of Default shall exist immediately prior to or after giving effect to such Incremental Term Facility; (iii) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (iv) no Lender will be required to participate in any Incremental Term Facility without its consent; (v) the Borrower shall be in compliance with the covenants in Section 8.1, calculated on a pro forma basis, including the application of the date proceeds of this Agreement such Incremental Term Loan Commitment (without “netting” the cash proceeds of the applicable Incremental Facility) (and each Settlement Datedetermined on the basis of the financial statements for the most recently ended fiscal quarter), as if first made and restated on each assuming a full drawing under all Incremental Revolving Facilities constituting revolving commitments incurred at such date. time; and (dvi) The Company shall have issued a press release reasonably acceptable the all-in-yield applicable to any Incremental Term Loan will be determined by the Purchaser, disclosing the existence of this Agreement Borrower and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued lenders providing such press release by 8:30 a.m. (New York time) on May 9, 2003Incremental Term Loan. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of Except as expressly provided below, the following conditionsconditions shall automatically apply to each Transfer, without the necessity of same being stated in or referred to in Landlord's written consent: (a) The Company Registration Statement: Tenant shall execute, have acknowledged and deliver to Landlord, and cause the Transferee to execute, have acknowledged and deliver to Landlord, an instrument in form and substance acceptable to Landlord in which (xi) the Transferee adopts this Lease and agrees to perform, jointly and severally with Tenant, all of the obligations of Tenant hereunder, as to the space transferred to it, (ii) the Transferee grants Landlord an express first and prior security interest in its personal property brought into the transferred space to secure its obligations to Landlord hereunder, (iii) Tenant subordinates to Landlord's statutory lien and security interest any liens, security interests or other rights which Tenant may claim with respect to any property of the Transferee, (iv) Tenant agrees with Landlord that, if the rent or other consideration due by the Transferee exceeds the Rent for the transferred space, then Tenant shall pay Landlord as additional Rent hereunder all such excess rent and other consideration immediately upon Tenant's receipt thereof after deduction by Tenant of all of the direct costs incurred by Tenant in connection with entering into the Transfer, reasonable marketing, accounting or legal costs incurred, fees charged by Landlord for the cost of any improvements required to prepare the space for the Transferee (not to exceed Five Dollars ($5.00) per rentable square foot), and reasonable leasing commissions [not to exceed six and one-half percent (6 1/2%)]; provided, however, such deduction shall only be allowed against such excess rent and not against any portion of the Rent, (v) Tenant and the Transferee agree to provide to Landlord, at their expense, direct access from a public corridor in the Building to the transferred space, (vi) the Transferee agrees to use and occupy the transferred space solely for the purpose specified in Section 4 and otherwise in strict accordance with this Lease and (vii) Tenant acknowledges that, notwithstanding the Transfer, Tenant remains directly and primarily liable for the performance of all the obligations of Tenant hereunder (including, without limitation, the obligation to pay all Rent), and Landlord shall be effective as permitted to all Sharesenforce this Lease against Tenant or the Transferee, not subject to or both, without prior demand upon or proceeding in any threatened or actual stop order and (y) will not contain way against any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.other persons; (b) The Company shall have secured Tenant may, without the listing consent of Landlord, Transfer this Lease, in whole or in part, to: (i) a corporation into which or with which Tenant is wholly merged or consolidated; or (ii) a corporation acquiring this Lease and all or substantially all of the Shares on other property of Tenant and assuming all or substantially all of the Nasdaq SmallCap Market liabilities of Tenant; or (subject iii) an entity that acquires all or substantially all of the stock or other ownership interests in or of Tenant; or (iv) an Affiliate, in which case, no excess consideration will be paid by Tenant to official notice of issuanceLandlord, provided that such Transferee complies with the conditions set forth in Section 10.2(a)(i)., (ii), (iii), and (vi); and (c) The representations and warranties Tenant shall deliver to Landlord a counterpart of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable all instruments relative to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation Transfer executed by all parties to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. transaction (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"except Landlord).

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under Article 2 of this Agreement Amendment is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditionsconditions precedent: (a) The Company Registration Statement: Administrative Agent (xor its counsel) shall be effective as to all Shareshave received (i) from each party hereto a counterpart of this Amendment signed on behalf of such party (which, not subject to Section 9.06(b) of the Credit Agreement, may include any threatened Electronic Signatures transmitted by telecopy, emailed pdf. or any other electronic means that reproduces an image of an actual stop order executed signature page) and (yii) will not contain duly executed copies of any untrue statement of material fact or omit other Loan Documents and such other certificates, documents, instruments and agreements as the Administrative Agent shall reasonably request at least two Business Days prior to state any material fact required the Amendment Effective Date in connection with the transactions contemplated by this Amendment, the Credit Agreement and the other Loan Documents, all in form and substance satisfactory to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.Administrative Agent; (b) The Company Administrative Agent shall have secured received all fees required to be paid, and all expenses for which invoices have been presented (including the listing reasonable fees and expenses of legal counsel), on or before the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).Amendment Effective Date; (c) The Immediately after giving effect to this Amendment, the representations and warranties of the Company made Loan Parties set forth in this Agreement the Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the Amendment Effective Date (it being understood and on each agreed that any representation or warranty which by its terms is made as of the a specified date shall be required to be true and correct in all material respects only as of this Agreement such specified date, and each Settlement Date, as if first made that any representation or warranty which is subject to any materiality qualifier shall be required to be true and restated on each such date.correct in all respects); (d) The Company Immediately after giving effect to this Amendment, no Default shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement occurred and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.be continuing; (e) There No event shall have occurred and no condition shall exist which has or could be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in have a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.Material Adverse Effect; and (f) On the first Settlement DateThe Administrative Agent and its counsel shall have completed all legal due diligence, the Company results of which shall file with the Commission a prospectus supplement be reasonably satisfactory to the Company Registration Statement, Administrative Agent in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")its sole discretion.

Conditions. The obligation An Incremental Commitment shall become effective, as of the Purchaser to purchase Increase Effective Date specified therefor; provided that: (i) at the time of and ---------- acquire Shares under this Agreement is subject immediately after giving effect to the fulfillment (or waiver by establishment of such Incremental Commitment and the Purchaser) Borrowings to be made thereunder on such Increase Effective Date and the use of proceeds thereof, each of the following conditions:conditions set forth in Section 5.02 shall be satisfied; (aii) The Company Registration Statement: no Default or Event of Default shall have occurred and be continuing or would result from the establishment of such Incremental Commitment, the Borrowings to be made thereunder on such Increase Effective Date and the use of proceeds thereof; (xiii) at the time and immediately after giving pro forma effect to the establishment of such Incremental Commitments and the Borrowings to be made thereunder (assuming, in the case of an Incremental Revolving Commitment, that such Commitment is fully utilized) and the use of proceeds thereof (including any Acquisition or repayment of Indebtedness consummated simultaneously therewith), the Borrower shall be effective as to all Shares, not subject to any threatened in compliance with the covenants set forth in Section 7.10 on a pro forma basis in accordance with Section 1.04(b); (iv) [reserved]; (v) the Borrower shall deliver or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required cause to be stated therein or necessary to make delivered any legal opinions, reaffirmation agreements of Loan Parties, officer’s certificates, board resolutions and evidence of authority in connection with such Incremental Commitment, including a certificate dated the statements therein, in light Increase Effective Date and executed by a Financial Officer of the circumstances under which they were made, not misleading. Borrower certifying that all the requirements set forth in this clause (b) The Company have been satisfied, and including reasonably detailed calculations demonstrating satisfaction of the requirement set forth in (b)(iii); (vi) the Administrative Agent and, solely in the case of Incremental Revolving Commitments, each Issuing Bank, shall have secured the listing consented to any Lender’s providing such Incremental Commitments if such consent would be required under Section 10.06 for an assignment of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement DateLoans or Commitments, as if first made and restated on each applicable, to such dateLender. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.1(e) unless, after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Facility, that the entire amount of such Incremental Facility is funded), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (aA) The Company Registration Statement: no Default or Event of Default shall exist on the Incremental Effective Date; provided, that, solely with respect to an Incremental Term Loan, the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Lenders providing such Incremental Term Loan may nevertheless agree to fund such Incremental Term Loan if (xi) as of the date of signing the Limited Condition Acquisition Agreement no Default or Event of Default shall have occurred and be continuing and (ii) as of the date of funding of such Incremental Term Loan, no Default or Event of Default under Section 8.1(a), Section 8.1(f) or Section 8.1(g) shall have occurred and be continuing at such time of funding; (B) no commitment of any Lender shall be increased without the consent of such Lender, and any Person providing an Incremental Term Loan Commitment or Incremental Revolving Loan Commitment that is not a Lender shall satisfy the requirements under Section 10.9(b) of a permitted assignee of the Term Loans or the Revolving Loan Commitments, as applicable; (C) proceeds of such Incremental Term Loan will be used for working capital and other general corporate purposes of Borrower and its Subsidiaries (including for Consolidated Capital Expenditures, Permitted Acquisitions, other permitted Investments, Restricted Payments, repayments of Subordinated Indebtedness and any other use not prohibited by the Loan Documents); (D) each representation or warranty by any Credit Party contained herein or in any other Loan Document shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) as of the Incremental Effective Date, except to the extent that such representation or warranty expressly relates to an earlier date (in which event such representations and warranties shall be true and correct in all material respect (without duplication of any materiality qualifier contained therein) as of such earlier date); provided, that, solely with respect to an Incremental Term Loan, the proceeds of which are intended to and shall be used to finance a Limited Condition Acquisition, the Lenders providing such Incremental Term Loan may nevertheless agree that (i) the condition in this subclause (D) shall be effective as to all Shares, not subject to any threatened or actual stop order tested on the date of signing of the Limited Condition Acquisition Agreement and (yii) will not contain any untrue statement of material fact or omit to state any material fact only the Specified Representations shall be required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each consummation of such date.Limited Condition Acquisition; and (dE) The Company Agent shall have issued received a press release reasonably acceptable certificate of a Responsible Officer of the Borrower certifying as to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003foregoing. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation availability of the Purchaser to purchase and ---------- acquire Shares Incremental Facilities under this Agreement is will be subject solely to the fulfillment (or waiver by the Purchaser) of each of the following conditions, subject, for the avoidance of doubt, to any condition expressly set forth in Section 1.08, and measured on the date of the receipt of commitments under (assuming such commitments are fully drawn only on the date of receipt) such Incremental Facility: (ai) The Company Registration Statement: no Event of Default shall have occurred and be continuing or would result therefrom; provided that the condition set forth in this clause (xi) shall may be effective as waived or not required (other than with respect to all Shares, not subject Specified Events of Default) by the Persons providing such Incremental Facilities if the proceeds of the initial Borrowings under such Incremental Facilities will be used to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinfinance, in light of the circumstances under which they were madewhole or in part, not misleading.any Permitted Investment or other Acquisition Transaction; (bii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of in the Company made in this Agreement shall Loan Documents will be true and correct as in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that the condition set forth in this clause (ii) may be waived or not required (other than with respect to (A) the Specified Representations and on each (B) the representation and warranty contained in Section 5.20) by the Persons providing such Incremental Facilities if the proceeds of the initial Borrowings under such Incremental Facilities will be used to finance, in whole or in part, a Permitted Investment; and (iii) if the Additional Lenders providing such Incremental Facility require such information as a condition to providing such Incremental Facility, the Lenders shall have received at least three Business Days prior to the closing date of this Agreement such Incremental Facility all documentation and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release other information about the Loan Parties reasonably acceptable requested in writing by them at least ten Business Days prior to the Purchaserclosing date of such Incremental Facility required under applicable “know your customer” and anti-money laundering rules and regulations, disclosing including the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003USA PATRIOT Act. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects (or, with respect to representations and warranties qualified by materiality, in all respects) as of such earlier date, and except that for purposes of this Section 2.15(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) The Company Registration Statement: and (b), respectively, of Section 6.01; (iv) on a pro forma basis (assuming that the Incremental Revolving Commitments are fully drawn), the Borrower shall be in compliance with each of the covenants set forth in Section 7.11 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vi) the Borrower shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (vii) (x) upon the reasonable request of any Lender made at least seven (7) days prior to the Increase Effective Date, the Borrower shall have provided to such Lender, and such Lender shall be effective as reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Act, in each case at least five (5) days prior to all Shares, not subject to any threatened or actual stop order the Increase Effective Date and (y) will not contain at least five (5) days prior to the Increase Effective Date, any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Loan Party that qualifies as a “legal entity customer” under the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company Beneficial Ownership Regulation shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject delivered, to official notice of issuance)each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. (a) The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (satisfaction or waiver by the Purchaser) Underwriters of each all conditions precedent to the closing of the purchase and sale of the Firm Shares under the Underwriting Agreement shall be conditions precedent to the obligation of FBR to purchase and pay for the Shares hereunder. The following conditionsshall also be conditions precedent to the obligation of FBR to purchase and pay for the Shares: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (ci) The representations and warranties of made by the Company made in this Agreement Section 4 below shall be true and correct as of the Closing Date, provided that this clause (i) shall not apply to the extent that any truth or accuracy of a representation and on each warranty in Section 4 below is also a condition precedent to the obligations of the date of this Underwriters under the Underwriting Agreement and each Settlement Date, as if first made and restated on each such datecondition precedent has been waived by the Underwriters. (dii) The Company and each other party indicated in the signature blocks thereto shall have issued executed and delivered a press release reasonably acceptable to Third Amended and Restated Registration Rights Agreement, substantially in the Purchaserform set forth in Annex A hereto (the "Registration Rights Agreement"), disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if shall constitute "Registrable Securities" as defined in the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Registration Rights Agreement. (eiii) There FBR shall be no litigationhave received legal opinions of Fried, investigationFrank, inquiry or proceeding pending or threatened in writing Harris, ▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇▇ (including without limitation with the Commission"FFHSJ"), the Nasdaq Stock Marketand ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP ("SAB"), or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse special counsel to the Company, in each case in form and substance reasonably satisfactory to FBR, to the effect set forth in clauses (ii), (iii) and (iv) of Section 4(a) below (it being understood that could reasonably the opinion of SAB shall be expected limited to result certain matters arising under the Investment Company Act of 1940 and that the opinion of FFHSJ need not express an opinion with respect to such matters, in a material and adverse effect on each case to an extent consistent with the Company, its business or its prospects or impose liability upon respective opinions of such counsel contemplated to be provided to the PurchaserUnderwriters pursuant to the Underwriting Agreement). (fb) On The following shall be conditions precedent to the first Settlement Date, obligation of the Company to issue and sell the Shares to FBR: (i) the representations and warranties made by FBR in Section 4(b) below shall file with be true and correct as of the Commission Closing Date. (ii) FBR shall have executed and delivered a prospectus supplement "lock-up" agreement relating to the Company Registration StatementShares substantially in the form set forth in Annex B hereto. (iii) FFHSJ shall have received a legal opinion of counsel of Friedman, Billings, ▇▇▇▇▇▇ & Co., Inc. (or such other counsel as FFHSJ may approve), in agreed formform and substance reasonably satisfactory to FFHSJ , in order to evidence and disclose the offer and sale effect that FBR is a "qualified institutional buyer" within the meaning of Rule 144A under the Securities Act, together with permission for FFHSJ to rely on such opinion for purposes of delivery of the Shares issued hereunder (the "SUPPLEMENT")opinion contemplated by Section 3(a)(iii) above.

Conditions. The obligation of If the Purchaser Piggyback Registration Statement relates to purchase and ---------- acquire Shares under this Agreement is subject an underwritten Offering, as a condition to participation in such Piggyback Registration Statement, each Holder must agree to sell such Holder's Registrable Securities on the fulfillment (or waiver same basis provided in the underwriting arrangements approved by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation the standard indemnification provisions contained therein) and to timely complete and execute all customary questionnaires, powers of attorney, indemnities, holdback agreements, underwriting agreements and other documents reasonably required under the terms of such underwriting arrangements or required by the Commission or by any state securities regulatory body; provided, however, that no Holder shall be required to make any representation or warranty in connection with any such Offering other than representations and warranties as to (i) such Holder's ownership of his or its Registrable Securities to be sold or transferred free and clear of all liens and encumbrances, (ii) such Holder's power and authority to effect such transfer, and (iii) such matters pertaining to compliance with securities laws and other applicable laws and governmental rules and regulations, if any, as may be reasonably requested; provided further, that the Commissionobligation of such Holders to provide indemnification pursuant to such underwriting agreement shall be several, not joint and several, among all such Persons selling Shares, and the liability of each such Holder will be in proportion to, and such liability will be limited to, the Nasdaq Stock Marketnet amount received by such Holder from the sale of his or its Registrable Shares pursuant to the Offering. If any Person requesting inclusion in a registration statement does not agree to the conditions set forth in this subsection, such Person will be excluded from the Offering by written notice from the Company or the NASD) that challenges or calls into underwriter, and the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably securities so excluded will be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserwithdrawn from registration. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (aii) The Company Registration Statement: no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (xiii) after giving pro forma effect to the borrowings to be made on the Increase Effective Date and to any change in Consolidated EBITDA and any increase in Indebtedness resulting from the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, the Borrowers shall, as of such date, be in compliance with the covenant set forth in Section 6.10, to the extent applicable; (iv) the Borrowers shall make any payments required pursuant to Section 2.12 or Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.23(d); (v) the Borrowers shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; (vi) any such increase, and the incurrence of Indebtedness pursuant thereto, shall be effective as to all Shares, not subject to permitted by the Intercreditor Agreement and any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.applicable Holdings Intercreditor Agreement; (bvii) The Company if any Loan Party or any of its Subsidiaries owns or will 198 1254948.01A-CHISR02A1306028.06-NYCSR02A - MSW acquire any Margin Stock, Borrowers shall have secured the listing of the Shares on the Nasdaq SmallCap Market deliver to each Agent an updated Form U-1 (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on with sufficient additional originals thereof for each of the date of this Agreement Lender and each Settlement DateIssuing Bank), duly executed and delivered by the Borrowers, together with such other documentation as if first made and restated on each such date. (d) The Company Agent shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed formrequest, in order to evidence enable each Agent, the Lenders, and disclose the offer and sale Issuing Banks to comply with any of the Shares issued hereunder requirements under Regulation T, Regulation U or Regulation X; and (viii) any such increase shall be permitted under the "SUPPLEMENT"Senior Note Documents and any other then existing Indebtedness of the Loan Parties and their Subsidiaries and any such increase shall not give rise to the obligation of any Loan Party or any of its Subsidiaries under the terms of the Senior Note Documents or such other Indebtedness to grant any Lien to secure such Senior Note Documents or other existing Indebtedness (other than any obligation to provide or confirm the security granted under the Term Loan Documents in accordance with the Intercreditor Agreement).

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsIncrease Effective Date; provided that: (ai) The Company Registration Statement: the Borrower shall have delivered to the Administrative Agent a certificate of each Loan Party dated as of the Increase Effective Date signed by a Responsible Officer of such Loan Party (x) shall be effective as certifying and attaching the resolutions adopted by such Loan Party approving or consenting to all Sharessuch increase, not subject to any threatened or actual stop order and (y) will not contain in the case of the Borrower, certifying that, before and after giving effect to such Incremental Commitments and the Credit Extensions, if any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make made on such Increase Effective Date (A) the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Company made Increase Effective Date, except to the extent that (1) such representations and warranties specifically refer to an earlier date, in this Agreement which case they are true and correct in all material respects as of such earlier date, (2) any representation or warranty that is already by its terms qualified as to “materiality”, “Material Adverse Effect” or similar language shall be true and correct in all respects as of such date (including such earlier date set forth in the foregoing clause (1)) after giving effect to such qualification and on (3) for purposes of this Section 2.15, the representations and warranties contained in subsections (a) and (b) of Section 5.05 shall be deemed to refer to the most recent statements furnished pursuant to subsections (a) and (b), respectively, of Section 6.01, and (B) no Default exists; (ii) the Borrower shall have delivered any Notes requested by the Lenders to reflect such Incremental Commitments; (iii) the Administrative Agent shall have received documentation from each Person providing such Incremental Commitments evidencing its share of the date of Incremental Commitments and its obligations under this Agreement in form and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release substance reasonably acceptable to the PurchaserAdministrative Agent, disclosing including, in the existence case of this Agreement and the material terms hereof. The Purchaser may terminate its obligation a new Lender, a New Lender Joinder Agreement, subject in each case to acquire Shares any requisite consents required under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Section 11.06; (eiv) There the Borrower shall have paid such fees to the Administrative Agent, for its own account and for the benefit of the Lenders participating in such Incremental Commitments as are agreed mutually at the time and shall have paid to MLPFS any fees required to be paid pursuant to the Fee Letter to which MLPFS is a party in connection with such Incremental Commitments; (v) the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.15(d); (vi) if requested by the Administrative Agent or any Lender or other Eligible Assignee participating in such Incremental Commitments, the Administrative Agent shall have received a favorable opinion of counsel (which counsel shall be no litigationreasonably acceptable to the Administrative Agent), investigationaddressed to the Administrative Agent and each Lender, inquiry as to such customary matters concerning such Incremental Commitments as the Administrative Agent may reasonably request; and (vii) the Borrower shall have delivered or proceeding pending caused to be delivered such other assurances, certificates, documents, consents or threatened opinions as the Administrative Agent, any 70 of the Lenders or other Eligible Assignees providing such Incremental Commitments or, in writing (including without limitation with the Commissioncase of Incremental Revolving Commitments, the Nasdaq Stock Market, any L/C Issuer or the NASD) that challenges or calls into the question the transactions contemplated hereby orSwing Line Lender, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchasermay require. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Revolving Commitments shall become effective and the Borrowers may draw upon such Incremental Revolving Commitments, as of the Purchaser such Increase Effective Date; provided that: (i) Subject to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of Section 1.06(b), each of the following conditions: conditions set forth in Sections 4.02(b), (ac), (d) The Company Registration Statement: and (xe) shall be effective as satisfied on or prior to all Shares, not subject the Increase Effective Date; (ii) Borrowers shall make any payments required pursuant to Section 2.13 in connection with any adjustment of Revolving Loans pursuant to Section 2.20(d); (iii) Administrative Agent and Collateral Agent shall have received audits reasonably satisfactory to Administrative Agent and Collateral Agent with respect to any threatened new Accounts or actual stop order and (y) will not contain any untrue statement hydrocarbon Inventory being added to the Borrowing Base, if any, in connection with the Incremental Revolving Loans prior to such Accounts or hydrocarbon Inventory being included for purposes of material fact or omit calculating the Borrowing Base; provided, that this requirement to state any material fact obtain such audits shall only be required to be stated therein the extent the new Accounts and/or hydrocarbon Inventory being added to the Borrowing Base equals or necessary to make the statements therein, in light exceeds 10% of the circumstances under which they were made, not misleading.then-existing Borrowing Base; (biv) The Company Borrowers shall have secured deliver or cause to be delivered any legal opinions or other documents reasonably requested by the listing Administrative Agent in connection with any such transaction; provided, however, that any or all of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date requirements of this Agreement and each Settlement Datesubsection 2.20(b) (other than the requirements in clause (i) with respect to Section 4.02(d), as if first made and restated on each such date. clause (diii) The Company shall have issued a press release reasonably acceptable to (except for any waiver of payments under Section 2.13 by the PurchaserLenders providing the Incremental Revolving Commitments) or clause (iv)) may be modified and/or waived by the Borrowers, disclosing the existence of this Agreement Administrative Agent and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if Lenders providing the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Incremental Revolving Commitments. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 7.1. Conditions to Each Party's Obligations to Effect the Merger. The obligation respective obligations of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Effective Time of the following conditions: (a) The Company Registration Statement: (x) Merger shall be effective as to all Shares, not subject to any threatened or actual stop order have been approved and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make adopted by the statements therein, in light requisite vote of the circumstances under which they were made, not misleadingholders of Target Common Stock. (b) The Company Parent Common Stock issuable in the Merger shall have secured the been authorized for listing of the Shares on the Nasdaq SmallCap Market (subject to New York Stock Exchange, upon official notice of issuance). (c) The representations All authorizations, consents, orders or approvals of, and warranties all expirations of waiting periods imposed by, any Governmental Entity (including without limitation those required to obtain the Regulatory Approvals) (collectively, "CONSENTS") which are necessary for the consummation of the Company made Merger (other than immaterial Consents, the failure to obtain which would not be materially adverse to the business of the Surviving Corporation) shall have been obtained or shall have occurred and shall be in full force and effect at the Effective Time; provided, however, that none of the preceding Consents shall be deemed obtained if (i) it shall have imposed any condition or requirement which would so materially and adversely impact the economic or business benefits to Parent or Target of the transactions contemplated by this Agreement shall that, had such condition or requirement been known, such party would not, in its reasonable judgment, have entered into this Agreement or (ii) such Consent causes the ownership of Target and the Target Subsidiaries by Parent, after the Effective Time, to impose on Parent or any of its Subsidiaries (including Target or any Target Subsidiary) any limitations or conditions on the businesses and activities engaged in by Parent or any such Subsidiary that would not be true applicable in the absence of such ownership (any such condition or limitation described in clause (i) or (ii) being referred to herein as a "Burdensome Condition"); provided, however, that none of those conditions and correct as of and on each requirements set forth in Section 7.1 of the date of Target Disclosure Letter hereto shall constitute a Burdensome Condition for any purpose under this Agreement and each Settlement Date, as if first made and restated on each such dateAgreement. (d) The Company Registration Statement shall have become effective in accordance with the provisions of the Securities Act. No stop order suspending the effectiveness of the Registration Statement shall have been issued a press release reasonably acceptable to by the Purchaser, disclosing the existence of this Agreement Commission and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003remain in effect. (e) There No temporary restraining order, preliminary or permanent injunction or other order by any federal or state court in the United States which prevents the consummation of the Merger shall be no litigation, investigation, inquiry or proceeding pending or threatened have been issued and remain in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchasereffect. (f) On the first Settlement DateAll applicable waiting periods with respect to any "Notification and Report Form for Certain Mergers and Acquisitions" filed by Parent, the Company shall file Target or any of their "ultimate parent entities" in compliance with the Commission a prospectus supplement HSR Act pursuant to the Company Registration Statementtransactions contemplated hereby shall have passed, in agreed form, in order to evidence and disclose the offer and sale or early termination of such waiting periods shall have been granted. (g) The Net Book Value of Target as of the Shares issued hereunder (the "SUPPLEMENT")Calculation Date shall have been determined in accordance with Section 5.22.

Conditions. The Notwithstanding the foregoing, (i) the obligations of the Company under Section 12(a) shall be subject to the condition that the Reviewing Party (defined below) shall not have determined (in a written opinion, in any case in which the special, independent counsel referred to in Section 12(c) hereof is involved) that Watford would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Purchaser Company to purchase and ---------- acquire Shares under this Agreement is make an Expense Advance pursuant to Section 12(a) shall be subject to the fulfillment (or waiver by condition that, if, when and to the Purchaser) of each of extent that the following conditions: (a) The Company Registration Statement: (x) shall Reviewing Party determined that Watford would not be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required permitted to be stated therein or necessary to make the statements therein, in light of the circumstances so indemnified under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Dateapplicable law, the Company shall file with be entitled to be reimbursed by Watford (who hereby agrees to reimburse the Commission Company) for all such amounts theretofore paid; provided, however, that if Watford commences legal proceedings in a prospectus supplement court of competent jurisdiction to secure a determination that Watford should be indemnified under applicable law, any determination made by the Reviewing Party that Watford would not be permitted to be indemnified under applicable law shall not be binding and Watford shall not be required to reimburse the Company Registration Statementof any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom have been exhausted or lapsed). If there has been no determination by the Reviewing Party, or if the Reviewing Party determines that Watford substantively would not be permitted to be indemnified in agreed formwhole or in part under applicable law, Watford shall have the right to commence litigation in order any court in the State of Texas having subject mater jurisdiction thereof and in which venue is proper seeking an initial determination by the court to evidence challenge any such determination by the Reviewing Party or any aspect thereof, and disclose the offer Company hereby consents to service of process and sale of to appear in any such proceeding. Any determination by the Shares issued hereunder (Reviewing Party otherwise shall be conclusive and binding on the "SUPPLEMENT")Company and Watford.

Conditions. The obligation Lessor may require that, as conditions precedent to such consideration of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: any proposed Transfer, (a) The Company Registration Statement: at least thirty (x30) days prior to the proposed effective date of any such Transfer, Lessee shall be effective as to provide Lessor with a statement containing (i) the name and address of the proposed Transferee; (ii) a financial statement, prepared in accordance with generally accepted accounting principles, of the proposed Transferee containing bank and credit references; and (iii) all Sharesof the principal terms and conditions of the proposed Transfer, including, but not limited to, the commencement and expiration dates, the rent payable, and the precise area of the Premises subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. such Transfer; (b) The Company Lessee shall have secured deliver to Lessor an original assignment or sublease executed by Lessee and the listing proposed Transferee which shall expressly provide (i) for the assumption by such proposed Transferee of the Shares on the Nasdaq SmallCap Market all of Lessee’s obligations under this Lease; (subject to official notice ii) that in no event shall Lessee be deemed relieved of issuance). any obligation or liability under this Lease; and (iii) that any proposed Transfer shall not be deemed effective for any purpose unless and until Lessor’s written consent thereto is obtained; and (c) The representations Lessee shall pay Lessor, as a condition to any Transfer becoming effective and warranties as Additional Rent hereunder, (i) all reasonable attorneys’ fees and costs incurred in connection with such review, and (ii) any rent or other payments pursuant to any sublease which exceed the amounts payable under this Lease and any other consideration paid, or to be paid, by reason of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateassignment or sublease. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.01(d) unless, immediately after giving effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Revolving Credit Commitment, that the entire amount of such Incremental Revolving Credit Commitment is funded and that the cash proceeds of such Incremental Facility are not netted), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions:proceeds therefrom, (aA) The Company Registration Statement: no Event of Default shall exist; provided that in the case of Incremental Term Loans being used to make a Limited Condition Acquisition, compliance with this clause (xA) shall be effective determined as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.LCA Test Date and no Specified Event of Default shall exist at the time of consummation of such Limited Condition Acquisition, (bB) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The all representations and warranties made by each Credit Party contained herein or in the other Credit Documents shall be true and correct in all material respects, in each case, with the same effect as though such representations and warranties had been made on and as of the Company made date of such Credit Extension (except where such representations and warranties expressly relate to an earlier date, in this Agreement which case such representations and warranties shall have been true and correct in all material respects as of such earlier date); provided, that any representation or warranty that, by its terms, is qualified as to “materiality”, “Material Adverse Effect” or similar language, shall be true and correct in all respects in accordance with its terms on such respective dates; provided that, if the proceeds of such Incremental Term Loan are being used to finance a Limited Condition Acquisition, then no Lender shall be obligated to fund the Incremental Term Loan with respect thereto unless the Specified Representations shall be true and correct in all material respects (without duplication of any materiality qualifier contained therein) and the representations and warranties contained in the agreement relating to the Limited Condition Acquisition as are material to the interests of the Agents and the Lenders shall be true and correct, but only to the extent that a Credit Party, or an Affiliate of a Credit Party, has the right to terminate its obligations under such agreement (or the right not to consummate the Limited Condition Acquisition under such agreement) as a result of the failure of such representations and warranties to be true and correct as of such date (except to the extent relating to an earlier date, in which case as of such earlier date), (C) the proceeds of such Incremental Facility shall be used for Investments permitted by this Agreement, general working capital, general corporate purposes, capital expenditures and Permitted Acquisitions, and any other transaction not prohibited by this Agreement (including fees, costs and expenses incurred in connection therewith and the payment of Earn-outs and similar deferred purchase price obligations on account thereof) or to replenish cash on the balance sheet or to repay Loans made under the Revolving Credit Facility, in each case, previously used for purposes described in this clause (C), (D) the Administrative Agent shall have received a certificate of an Authorized Officer of the Borrower at least three (3) Business Days prior to the proposed date of this Agreement such incurrence certifying as to the foregoing and, solely with respect to the incurrence of an Incremental Facility pursuant to clause (c) of the definition of “Maximum Incremental Amount,” attaching financial statements and each Settlement Datereasonably detailed supporting calculations, as if first made and restated on each such date.in form reasonably satisfactory to the Administrative Agent, to evidence compliance with clause (c) in the definition of “Maximum Incremental Amount”, and (dE) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003[reserved]. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement Each Incremental Term Loan is subject to the fulfillment (or waiver by following conditions precedent on the Purchaser) of each of the following conditionsIncrease Effective Date: (ai) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made contained in this Agreement and the other Loan Papers shall be true and correct in all material respects on and as the funding of such Incremental Term Loan (both immediately before and immediately after giving effect thereto) with the same effect as if made on and as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case, such representations and warranties shall be true and correct in all material respects as of such dates; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on each and as of the date applicable date, immediately before and immediately after giving effect to such Borrowing of Incremental Term Loans; (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowings to be made on such Increase Effective Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.12 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the applicable Increase Effective Date, without giving effect to any Collateral Coverage Test Cure Period; and (iii) after giving effect to the incurrence of such Incremental Term Loans, the aggregate amount of the Existing Term Loans, the Initial Term Loans and the Incremental Term Loans made pursuant to this Section 2.24 during the term of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003exceed $3,750,000,000. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser Company's obligations to purchase and ---------- acquire Shares each Rights Holders under this Agreement is subject to Article VIII will be conditioned on compliance with the fulfillment (or waiver by the Purchaser) of each of the following conditionsfollowing: (a) The Such Rights Holder and its Affiliates will cooperate with the Company in connection with the preparation of the applicable Registration Statement: (x) shall be effective , and for so long as the Company is obligated to all Shareskeep such Registration Statement effective, not subject such Rights Holder and its Affiliates will provide to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinCompany, in light of writing and in a timely manner, for use in such Registration Statement (and expressly identified in writing as such), all information regarding themselves and their respective Affiliates and such other information as may be required by applicable law to enable the circumstances under which they were madeCompany to prepare such Registration Statement and the related prospectus covering the applicable Registrable Securities owned by such Rights Holder and to maintain the accuracy, not misleading.completeness and effectiveness thereof; (b) The During such time as such Rights Holder and its Affiliates may be engaged in a distribution of the Registrable Securities, such Rights Holder and its Affiliates will comply with all applicable laws, including Regulation M promulgated under the Exchange Act, and, to the extent required by such laws, will, among other things: (A) not engage in any stabilization activity in connection with the securities of the Company in contravention of such rules; (B) distribute the Registrable Securities acquired by it solely in the manner described in the applicable Registration Statement; and (C) if required by applicable law, rules or regulations, cause to be furnished to each agent or broker-dealer to or through whom such Registrable Securities may be offered, or to the offeree if an offer is made directly by such Rights Holder or any of its Affiliates, such copies of the applicable prospectus (as amended and supplemented to such date) and documents incorporated by reference therein as may be required by such agent, broker-dealer or offeree; provided that the Company shall have secured the listing provide such Rights Holder with an adequate number of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).copies thereof; (c) The representations Such Rights Holder and warranties of its Affiliates will permit the Company made and its representatives and agents to examine such documents and records, and will supply in this Agreement shall be true and correct a timely manner any information as they may reasonably request, in connection with the offering or other distribution of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each Registrable Securities by such date.Rights Holder; and (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if On notice from the Company shall not have issued of the happening of any of the events specified in Section 8.4(c), or that requires the suspension by such press release Rights Holder or its Affiliates of the distribution of any of the Registrable Securities owned by 8:30 a.m. (New York time) on May 9such Rights Holder, 2003. (e) There shall be no litigation, investigation, inquiry then such Rights Holder and its Affiliates will immediately cease offering or proceeding pending or threatened distributing the Registrable Securities owned by such Rights Holder until the offering and distribution of the Registrable Securities owned by such Rights Holder may recommence in writing (including without limitation accordance with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material terms hereof and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserapplicable law. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver i) The Administrative Agent shall have received a Borrowing Request as required by the PurchaserSection 2.03; (ii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by the Company made Borrower set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects on and as of Increase Effective Date (except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date, and, to the extent such representations and warranties are qualified as to materiality, Material Adverse Effect or similar language, such representations shall be true and correct in all respects); provided, that, in the case of Incremental Term Loans incurred to make an acquisition permitted to be made hereunder, such representations and warranties to be made on each of the date of this Agreement Increase Effective Date shall be limited to the Specified Representations and each Settlement Date, the “acquisition agreement representations” (or similar representations) conformed as if first made and restated on each appropriate for such date.transaction; (diii) The Company no Default (or, in the case of Incremental Term Loans incurred to make an acquisition permitted hereunder no payment or bankruptcy Event of Default) shall have issued a press release reasonably acceptable occurred and be continuing or would result from the borrowings to be made on the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Increase Effective Date; and (eiv) There the Borrower shall deliver or cause to be no litigationdelivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction. Notwithstanding the foregoing, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse case of any Incremental Term Loans requested to the Company, that could reasonably be expected to result in a material and adverse effect funded on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Borrowing Date, the Company shall file with the Commission a prospectus supplement only conditions to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale effectiveness of the Shares issued hereunder (the "SUPPLEMENT")Incremental Term Loan Commitments shall be those set forth in Section 4.02.

Conditions. 10.1 The obligation of SCOLP to consummate the Purchaser acquisition of the Membership Interests is expressly conditioned upon the following, each of which constitutes a condition precedent to purchase the obligations of SCOLP hereunder which, if not performed or determined to be acceptable to SCOLP on or before the Closing Date (unless a different time for performance is expressly provided herein), shall permit SCOLP, at its sole option, to declare this Agreement null and ---------- acquire Shares void and of no further force and effect by written notice to Contributors, whereupon (x) the Deposit shall be returned to SCOLP, and (y) neither Contributors nor SCOLP shall have any further duties or obligations under this Agreement is subject except that (i) if any such condition was not satisfied as a result of any default or breach of this Agreement by Contributors, SCOLP may pursue such legal and equitable rights and remedies that may be available to it pursuant to the fulfillment terms of this Agreement, and (ii) SCOLP’s indemnity obligations under Section 9.1 shall survive (provided that SCOLP shall have the right to waive any one or waiver by the Purchaser) all of each of the following such conditions:): (a) The Company Registration Statement: On the Closing Date, (xi) title to each Project shall be effective as held by the applicable New Owner in the condition required by this Agreement, (ii) the Title Company shall deliver “marked-up” Commitments agreeing to all Sharesissue the title policies pursuant to the Commitments, not subject to any threatened or actual stop order and (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light each Contributor shall own one hundred percent (100%) of the circumstances Membership Interest in the New Owner identified as being owned by such Contributor on the attached Schedule 7.1(o) in the condition required under which they were made, not misleadingthis Agreement. (b) The Company Contributors shall have secured complied with and performed, in all material respects, all covenants, agreements and conditions on their part to be performed under this Agreement within the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)time herein provided for such performance. (c) The Subject to the provisions of Section 7 hereof, the representations and warranties of the Company made Contributors, set forth in this Agreement Section 7 hereof, are and shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateClosing Date in all material respects. (d) The Company Loan Assumption Approvals shall have issued a press release reasonably acceptable to been obtained from the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Lenders. (e) There No action, suit, proceeding or investigation shall be no litigation, investigation, inquiry have been instituted before any court or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Marketgovernmental body, or the NASD) that challenges instituted by any governmental agency to restrain or calls into the question prevent consummation of the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserunder this Agreement. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and The sale of the Shares issued hereunder (Owned Homes and the "SUPPLEMENT")MH Contracts by RSC to SHS pursuant to the Asset Purchase Agreement shall close prior to or contemporaneously with the closing of the transactions contemplated in this Agreement.

Conditions. The obligation Such Incremental Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject such Increase Effective Date; provided that: (i) Immediately after giving effect to the fulfillment (or waiver funding of such Incremental Facility, no Event of Default would exist; provided, that, with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, the foregoing condition may be limited by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: Lenders providing such Incremental Facility to (x) shall be effective as on the LCA Test Date, immediately after giving effect to all Sharesthe funding of such Incremental Facility, not subject to any threatened or actual stop order no Event of Default would exist and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Datefunding of such Incremental Facility, as if first made and restated on each such date. no Event of Default under Section 8.01(a), (db), (g) The Company shall have issued a press release reasonably acceptable or (h) would exist immediately after giving effect to the Purchaserfunding of such Incremental Facility; provided that any Limited Condition Acquisition remains subject to the terms of Section 1.06 hereof; (ii) the proceeds of the Incremental Loans shall be used in accordance with Section 3.11 and Section 5.08; (iii) the Borrower shall deliver or cause to be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Lender in connection with any such transaction; (iv) any such Incremental Loans shall be in an aggregate amount of at least $500,000 and integral multiples of $100,000 above such amount (except, disclosing the existence of this Agreement in each case, such minimum amount and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company integral multiples amount shall not have issued apply when the Borrower uses all of the Incremental Loan Commitments available at such press release by 8:30 a.m. time); (New York timev) on May 9, 2003. (e) There any Incremental Facilities shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation secured on a pari passu basis with the CommissionLoans, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in shall not be secured by a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect Lien on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale any assets of the Shares issued hereunder (the "SUPPLEMENT").Borrower or any

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject following conditions shall be met by Tenant for any alterations to the fulfillment (or waiver by the PurchaserPremises permitted under PARAGRAPHS 10(A) of each of the following conditions:and 10(B): (ai) The Company Registration Statement: (x) Before the commencement of any such work, plans and specifications therefor or a detailed itemization including costs thereof shall be effective as furnished to Landlord for its review and approval. Landlord's approval of Tenant's plans shall create no responsibility or liability on the part of Landlord for their completeness, design, sufficiency or compliance with all Shareslaws, not subject to any threatened rates, and regulations of governmental agencies or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingauthorities. (bii) The Company If the cost of such work will exceed FIFTY THOUSAND AND NO/100 DOLLARS ($50,000.00), then Tenant shall deposit in Landlord's name, in an escrow account at the Bank or other financial institution designated by Landlord, the anticipated cost of such work, as certified by Tenant's contractor, who shall be approved by Landlord, or, in the alternative, shall provide Landlord with other reasonable assurances that such work will be performed and paid for in a lien-free fashion, such as demonstrating to landlord the strength of Tenant's financial condition or by demonstrating to landlord that a lender has committed to loan Tenant construction funds for the proposed alterations.. Such proceeds shall be disbursed periodically by Landlord upon certification of Tenant's contractor that such amounts are the amounts paid or payable for such work. Tenant shall, at the time of establishment of such escrow account and from time to time thereafter until said work shall have secured been completed and paid for, furnish Landlord with adequate evidence that at all times the listing undisbursed portion of the Shares on escrowed funds, together with any funds made available by Tenant, is sufficient to pay for the Nasdaq SmallCap Market work in its entirety. Tenant shall obtain, and make available to Landlord, receipted bills and, upon completion of the work, full and final waivers of lien. (subject iii) Before the commencement of any such work, Tenant shall obtain any required approvals from all governmental departments or authorities having or claiming jurisdiction of or over the Premises, and from any public utility companies having an interest therein. In any such work, Tenant shall comply with all applicable laws, ordinances, requirements, orders, directions, rules and regulations of the federal, state, county and municipal governments and of all other governmental authorities having or claiming jurisdiction of or over the Premises and of all their respective departments, bureaus and offices, and with the requirements and regulations, if any, of such public utilities, of the insurance underwriting board or insurance inspection bureau having or claiming jurisdiction, or any other body exercising similar functions, and of all insurance companies then writing policies covering the Premises or any part thereof. (iv) Tenant represents and warrants to official notice Landlord that all such construction work will be performed in a good and workmanlike manner and in accordance with the terms, provisions and conditions of issuancethis Lease and all governmental requirements. (v) Landlord shall have the right to inspect any such construction work at all times during normal working hours and to maintain at the Premises for that purpose (at its own expense) such inspector(s) as it may deem necessary so long as such inspections do not interfere with Tenant's work (but Landlord shall not thereby assume any responsibility for the proper performance of the work in accordance with the terms of this Lease, nor any liability arising from the improper performance thereof). (cvi) The representations and warranties of the Company made in this Agreement All such work shall be true performed at Tenant's cost and correct as expense and free of any expense to Landlord and free of any liens on each of Landlord's fee simple interest on or Tenant's leasehold interest in the date of this Agreement and each Settlement Date, as if first made and restated on each such datePremises. (dvii) The Company Upon substantial completion of any such work Tenant shall have issued procure a press release reasonably acceptable to certificate of occupancy, if applicable, from the Purchaser, disclosing appropriate governmental authorities verifying the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003substantial completion thereof. (eviii) There shall be no litigationTenant shall, investigationindemnify and save and hold Landlord harmless from and against and reimburse Landlord for any and all loss, inquiry damage, cost and expense (including, without limitation, reasonable attorneys' fees) incurred by or proceeding pending asserted against Landlord which are occasioned by or threatened in writing (including without limitation with result, directly or indirectly, from any construction or renovation activities conducted upon the Commission, Premises; whether or not the Nasdaq Stock Market, same is caused by or the NASD) that challenges fault of Tenant or calls into the question the transactions contemplated hereby orany contractor, if determined in a manner adverse to the Companysubcontractor, that could reasonably be expected to result in a material and adverse effect on the Companylaborer, its business supplier, materialman or its prospects or impose liability upon the Purchaserany other third party. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: Company, on its own initiative, shall not change the terms and conditions of any LBL Contract, other than for any changes that are required due to (xi) shall be effective as to all Shareschanges in Applicable Law, not subject (ii) the terms of the LBL Contracts or (iii) the requirements of any Governmental Entity. If the Company's liability under any of the LBL Contracts is changed because of changes made on or after the Inception Date in the terms and conditions of the LBL Contracts (including to any threatened contract riders or actual stop order endorsements thereto) that are required due to the reasons identified in clauses (i), (ii) or (iii) above, the Reinsurer will share in the change proportionately to the coinsurance share hereunder and the Company and the Reinsurer will make all appropriate adjustments to amounts due each other under this Agreement. With respect to any change required due to the reasons identified in clauses (yi) will not contain or (iii) above, the Company shall, to the extent practicable, prior to the effectiveness of any untrue statement such change, promptly notify the Reinsurer of material fact or omit such proposed change and afford the Reinsurer the opportunity, to state any material fact required the extent practicable, to be stated therein or necessary object to make the statements therein, in light of the circumstances such change under which they were made, not misleadingapplicable administrative procedures (both formal and informal). (b) The Company shall have secured Except as otherwise set forth or contemplated herein, including in paragraph (a) above, no changes, amendments or modifications made on or after the listing Inception Date of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations terms and warranties conditions of the LBL Contracts (including to any contract riders or endorsements thereto) shall be covered hereunder unless made by the Reinsurer pursuant to the Administrative Services Agreement or made or consented to by the Company with the prior written approval of the Reinsurer. In the event that any such changes, amendments or modifications are made or consented to in any LBL Contract by the Company without the prior written approval of the Reinsurer, this Agreement shall be true and correct as of and on each of will cover Reinsured Risks incurred by the date of this Agreement and each Settlement Date, Company under such LBL Contract as if first made and restated on each such datethe non-approved changes, amendments or modifications had not been made. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions:4.1 Conditions (a) The Company Registration Statement: (x) the representations and warranties given by the Sellers Group in this agreement shall have been true, accurate and not misleading when made and shall be effective true, accurate and not misleading as of Completion with the same force and effect as if made as of Completion, except to all Shares, not subject to any threatened or actual stop order the extent such representations and (y) will not contain any untrue statement warranties are as of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinanother date, in light which case, such representations and warranties shall be true, accurate and not misleading as of that date with the circumstances under which they were made, not misleadingsame force and effect as if made as of Completion. (b) The Company the representations and warranties given by the Purchaser Group in this agreement shall have secured been true, accurate and not misleading when made and shall be true, accurate and not misleading as of Completion with the listing same force and effect as if made as of Completion, except to the Shares on extent such representations and warranties are as of another date, in which case, such representations and warranties shall be true, accurate and not misleading as of that date with the Nasdaq SmallCap Market (subject to official notice same force and effect as if made as of issuance)Completion. (c) The representations the Sellers shall have performed and warranties of the Company made in this Agreement shall be true complied with its obligations and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.covenants under clause 5; (d) The Company the PRC Merger Authority shall have issued a press release reasonably acceptable to approved the PurchaserAcquisition, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.without attaching any conditions or obligations; (e) There the Purchaser and its applicable Affiliates shall be no litigationhave obtained all such consents, investigationapprovals and waivers, inquiry and licences and authorisations of and satisfied all such filings and registrations, with any governmental or proceeding pending statutory agency or threatened authority, in writing (including without limitation with each case, as is deemed mandatory or necessary for the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect consummation of this Transaction based on the Company, its business or its prospects or impose liability upon the Purchaser.’s knowledge after due inquiry; (f) On the first Settlement Purchaser shall have deposited Completion Cash Payment in the Escrow Account one day prior to the Completion Date; (g) the applicable members of the Sellers Group shall have obtained all necessary consents, approvals and waivers, and licences and authorisations of, and satisfied all filings and registrations, with, any governmental or statutory agency or authority as may be relevant and contemplated herein to give effect to the Company transactions contemplated by this agreement; and (h) no provision of any applicable law and no judgment, injunction, order or decree shall file prohibit the consummation of Completion or materially increase the costs of the Purchaser in connection with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale consummation of the Shares issued hereunder (the "SUPPLEMENT")transactions contemplated hereby.

Conditions. The obligation of This Agreement shall become effective upon the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (satisfaction or waiver by the Purchaser) of each of the following conditions:conditions precedent as determined by Agent (the time at which such conditions have been so satisfied or waived, the “Effective Time”): (a) The Company Registration Statement: Agent shall have received counterparts of this Agreement duly executed by the Borrower, the other the Credit Parties, and each Consenting Lender (x) which Consenting Lenders shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingconstitute Required Lenders). (b) The Company Agent shall have secured the listing received all of the Shares agreements, documents, instruments and other items set forth on the Nasdaq SmallCap Market (subject closing checklist attached hereto as Exhibit C, each in form and substance reasonably satisfactory to official notice the Agent, including a fully executed copy of issuance)the Amendment No. 2 to Second Lien Note Agreement. (c) The representations Borrower shall have paid in cash all accrued and warranties unpaid fees and all costs and expenses of the Company made Agent to the extent then due and payable pursuant to the Loan Documents, including all reasonable fees, costs and expenses of ▇▇▇▇▇▇ & ▇▇▇▇▇▇▇ LLP that have been presented in this Agreement shall be true and correct as of and writing to the Borrower for payment on each of or prior to the date of this Agreement and each Settlement Date, as if first made and restated on each such datehereof. (d) The Company representations and warranties contained herein shall have issued be true and correct in all material respects (without duplication of any materiality qualifier contained therein), and no Forbearance Default, Default, Event of Default or event that with notice, the passage of time or both would constitute a press release reasonably acceptable to Forbearance Default and/or Event of Default, other than the PurchaserSpecified Defaults, disclosing shall exist on the existence of this Agreement and the material terms date hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened All corporate proceedings taken in writing (including without limitation connection with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby orby this Agreement and all documents, if determined in a manner adverse instruments, and other legal matters incident thereto shall be satisfactory to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the PurchaserAgent. (f) On The Agent shall have received from the first Settlement Date, the Company shall file Borrower (x) payment of interest owing with the Commission a prospectus supplement respect to the Company Registration Statement, Term Loans in agreed form, an amount equal to $490,126.26 and (y) a payment of interest owing with respect to the Original Revolving Loans in order an amount equal to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")$228,506.73.

Conditions. The obligation effectiveness of this Amendment and the funding of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to Additional Term B-1 Commitments shall be conditioned upon the fulfillment (or waiver by the Purchaser) of each satisfaction of the following (the date of satisfaction of such conditions:, the “Second Amendment Effective Date”): (a) i. The Company Registration Statement: Administrative Agent shall have received (x) shall be effective as to all Shares, not subject to any threatened or actual stop order executed counterparts of this Amendment signed by each Loan Party and the Additional Term B-1 Lender and (y) will a Lender Consent from each Extending Lender, which shall constitute (A) the Required Lenders under the Existing Credit Agreement and (B) Lenders holding not contain any untrue statement less than 90% of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light aggregate outstanding principal amount of the circumstances under which they were made, not misleading. Restatement Effective Date Term Loans (b) The Company provided that the Additional Term B-1 Commitment shall have secured be included for purposes of calculating the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance90% threshold). ii. The Borrower shall deliver or cause to be delivered favorable written opinions of M▇▇▇▇ ▇▇▇▇▇ LLP and other counsel for Loan Parties, as to such matters as the Administrative Agent may reasonably request, and otherwise in form and substance reasonably satisfactory to the Administrative Agent (c) and each Loan Party hereby instructs such counsel to deliver such opinions to Agents and Lenders); iii. The Borrower shall have delivered to the Administrative Agent an originally executed certificate of an Authorized Officer, which shall include certifications to the effect that: a. the representations and warranties set forth in Article IV of the Company made in this Amended Credit Agreement and the other Loan Documents shall be true and correct in all material respects on and as of the Second Amendment Effective Date (except to the extent such representations and warranties relate to an earlier date, in which case, such representations and warranties were true and correct in all material respects as of such earlier date); provided that to the extent any such representation or warranty is already qualified by materiality or material adverse effect, such representation or warranty shall be true and correct in all respects on each and as of the date of this Agreement Second Amendment Effective Date; and b. no event has occurred and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry is continuing or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question would result from the transactions contemplated hereby that would constitute a Default or an Event of Default; iv. All fees (including the Extension Fees) and reasonable and invoiced (at least two Business Days prior to the Second Amendment Effective Date) out-of-pocket expenses required to be paid to the Lenders, the Administrative Agent or the Lead Arrangers shall have been paid; v. The Administrative Agent shall have received a certificate of the secretary or assistant secretary of each Loan Party certifying (1) that none of such Loan Party’s Organizational Documents have been amended, supplemented or otherwise modified since the date last delivered to the Administrative Agent or, if determined in so, attaching true, complete and correct copies of any such amendment, supplement or modification; (2) signature and incumbency certificates of the officers of each Loan Party executing this Amendment; and (3) resolutions of the Board of Directors or similar governing body of each Loan Party ratifying or approving and authorizing the execution, delivery and performance of this Amendment; vi. The Administrative Agent shall have received a manner adverse good standing certificate from the applicable Governmental Authority of the jurisdiction of incorporation, organization or formation for each Loan Party, each dated a recent date prior to the CompanySecond Amendment Effective Date; vii. The Administrative Agent shall have received copies of UCC, tax and judgment lien searches or equivalent reports or searches, each of a recent date listing all effective financing statements, lien notices or comparable documents that could name any Loan Party as debtor and that are filed in jurisdictions that the Administrative Agent deems reasonably necessary or appropriate, none of which encumber the Collateral covered or intended to be expected covered by the Security Documents (other than Permitted Liens or any other Liens acceptable to result the Administrative Agent); and viii. The Administrative Agent and Lenders shall have received (i) all documentation and other information about the Parent, the Borrower and the Subsidiary Guarantors as has been reasonably requested in writing by the Administrative Agent or Arrangers at least ten (10) days prior to the Second Amendment Effective Date and they reasonably determine is required by regulatory authorities under applicable “know-your-customer” and anti-money laundering rules and regulations, including the Patriot Act and (2) at least five (5) days prior to the Second Amendment Effective Date, if the Borrower qualifies as a material “legal entity customer” under 31 C.F.R. § 1010.230, it shall deliver a certification regarding beneficial ownership as required by 31 C.F.R. § 1010.230 to the Administrative Agent and adverse effect any Lender that requests it; ix. The Administrative Agent shall have received a Borrowing Notice with respect to the Term B-1 Loans; x. The Borrower shall have paid to each Existing Lender all accrued and unpaid interest on the CompanyExisting Term Loans held by it to, its business or its prospects or impose liability upon but not including, the Purchaser.Second Amendment Effective Date; (f) On xi. The Borrower shall have made the first Settlement Initial Required Payment immediately prior to the Second Amendment Effective Date, and shall have a delivered a Prepayment Notice with respect thereto; xii. The Borrower shall have made the Company shall file Non-Extending Lenders Payment substantially simultaneously with the Commission Second Amendment Effective Date; xiii. The Borrower shall have prepaid the Term B-1 Loans in an aggregate principal amount necessary to reduce the total outstanding principal amount to $200,000,000 substantially simultaneously with the Second Amendment Effective Date, and shall have delivered a prospectus supplement to Prepayment Notice with respect thereto; and xiv. The Borrower shall deliver an Officer’s Certificate setting forth the Company Registration Statement, calculations (in agreed form, in order to evidence reasonable detail) demonstrating (i) pro forma compliance with Sections 6.07(b) and disclose the offer and sale (c) of the Shares issued hereunder (the "SUPPLEMENT")Credit Agreement after giving effect to this Amendment and transactions contemplated hereby as of September 30, 2019.

Conditions. The obligation obligations of Parent and the Purchaser Investor to purchase and ---------- acquire Shares under this Agreement is consummate the Subscription Closing are subject to the fulfillment (satisfaction, or waiver (to the extent permissible) by the Purchaser) of each applicable Party or Parties of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to 4.1 all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Parent contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date hereof and on as of the Subscription Closing, and Parent shall have performed and complied in all material respects with its obligations required to be performed or complied with at or prior to the Subscription Closing under this Agreement, provided that the condition set forth in this Section 4.1 may be waived by the Investor in writing in its discretion; 4.2 all representations and warranties of the Investor contained in this Agreement shall be true and correct in all material respects (other than representations and warranties that are qualified as to materiality, which representations and warranties shall be true and correct in all respects) as of the date hereof and as of the Subscription Closing, and the Investor shall have performed and complied in all material respects with its obligations required to be performed or complied with at or prior to the Subscription Closing under this Agreement, provided that the condition set forth in this Section 4.2 may be waived by ▇▇▇▇▇▇ in writing in its discretion; 4.3 the Acceptance Time shall have occurred in accordance with the Transaction Agreement; 4.4 the applicable Affiliate(s) of the Investor shall have received its portion of the Offer Consideration for each of its Company Shares validly tendered by such applicable Affiliate(s) of the Investor and not withdrawn pursuant to the Offer prior to the Acceptance Time, provided that this condition may be waived by the Investor in writing in its discretion; 4.5 there shall not have been enacted or promulgated any governmental order, law, statute, rule or regulation enjoining or prohibiting the consummation of the Subscription Closing; 4.6 since the date of this Agreement and each Settlement DateAgreement, as if first made and restated on each such date. (da) The Company there shall not have issued been any (i) Parent Material Adverse Effect or any event, change or effect that would, individually or in the aggregate, reasonably be expected to have a press release reasonably acceptable Parent Material Adverse Effect or (ii) material change to the Purchaserprincipal business as currently conducted by Parent and its Subsidiaries, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if taken as a whole, or (b) the Company shall not have issued such press release by 8:30 a.m. (taken any action designed to, or reasonably likely to have the effect of, delisting the Parent Class A Stock from the New York time) on May 9Stock Exchange or received any notification that the SEC or the New York Stock Exchange is contemplating suspending or terminating such listing (or the applicable registration under the Exchange Act related thereto); provided that the condition set forth in this Section 4.6 may be waived by the Investor in writing in its discretion; and 4.7 Parent shall have duly applied for and received the approval by the New York Stock Exchange of the additional listing of the Subscription Securities, 2003. (e) There subject to official notice of issuance, the evidence of which shall be no litigationprovided to the Investor, investigation, inquiry or proceeding pending or threatened provided that this condition may be waived by the Investor in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserdiscretion. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsIncrease Effective Date; provided that: (ai) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made each Loan Party set forth in this Agreement Article V and in each other Loan Document shall be true and correct in all material respects on and as of the Increase Effective Date with the same effect as though made on and as of such date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on each such respective dates; provided, further, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, only the Specified Representations (and not any other representations or warranties in Article V or any of the other Loan Documents or otherwise) shall be required to be true and correct in all material respects on and as of the Increase Effective Date, except to the extent such representations and warranties expressly relate to an earlier date, in which case they shall be true and correct in all material respects as of such earlier date; provided that any representation and warranty that is qualified as to “materiality,” “Material Adverse Effect” or similar language shall be true and correct (after giving effect to any qualification therein) in all respects on such respective dates; (ii) no Default or Event of Default shall have occurred and be continuing or would result from the Borrowing to be made (x) in the case of any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, on the date of the execution and delivery of the applicable definitive purchase agreement in connection with such Limited Condition Transaction and (y) in the case of any other Increase Amendment, on the date of the Increase Effective Date; (iii) after giving effect to such Incremental Term Loan Commitments, Incremental Revolving Commitments and Incremental Loans and the application of the proceeds thereof, and assuming that all Incremental Revolving Commitments are borrowed in full, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants contained in Section 7.15 (with respect to Section 7.15(a) only, for the Test Period then most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as the case may be); provided, that, with respect to any Increase Amendment incurred for purposes of financing a Limited Condition Transaction, the Borrower shall be in compliance on a Pro Forma Basis with the financial covenants contained in Section 7.15 as of the date of this Agreement the execution and each Settlement Datedelivery of the applicable definitive purchase agreement in connection with such Limited Condition Transaction (with respect to Section 7.15(a) only, for the Test Period then most recently ended for which financial statements have been or are required to have been delivered pursuant to Section 6.01(a) or (b), as if first made and restated on each such date.the case may be); (div) The Company the Borrower shall have issued deliver or cause to be delivered a press release reasonably acceptable certificate of a Responsible Officer certifying compliance with the foregoing conditions; and (v) to the Purchaserextent reasonably requested by the Administrative Agent, disclosing receipt by the existence Administrative Agent of this Agreement (A) customary legal opinions, board resolutions and officers’ certificates (including solvency certificates) consistent with those delivered on the Closing Date (conformed as appropriate) other than changes to such legal opinions resulting from a change in law, change in fact or change to counsel’s form of opinion reasonably satisfactory to the Administrative Agent and (B) reaffirmation agreements and/or such amendments to the Guaranty and the material terms hereof. The Purchaser Collateral Documents as may terminate its obligation to acquire Shares under this Agreement if be reasonably requested by the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Administrative Agent. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not Buyer’s obligations under this Agreement were subject to any threatened the satisfaction or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, waiver in light writing by Buyer of the circumstances under which they were made, not misleadingconditions in this Section 4 (the “Conditions”). Buyer acknowledges that it has satisfied all of the Conditions set forth in this Section 4 and is ready and willing to proceed to Closing. (b) The Company Conditions that Buyer has previously satisfied are listed below: (i) Buyer shall have secured received the listing Preliminary Report and Survey, as each is hereinafter defined, in the condition and as required under Section 5 and Section 6 of this Agreement. (ii) Buyer shall have determined, in its sole discretion, that the Property is suitably zoned to a zoning classification compatible with Buyer’s intended use of the Shares Property with all necessary classifications, variances, permissions, exceptions, conditional uses, and other approvals having been obtained from all applicable governmental agencies, on terms acceptable to Buyer, and such approvals being final, non-appealable and in full force and effect. In the event Buyer determines that it requires any approvals, consents or other documentation with respect to the zoning of the Property (including but not limited to rezoning, exception or a special use permit ) to permit Buyer’s proposed use of the Property, Buyer shall have the right, at Buyer’s expense, to file such petitions for such approvals as Buyer deems necessary or appropriate. In such a case, the Seller agrees that it shall execute all necessary consents and other documents necessary for the filing of such petitions and obtaining the appropriate governmental approvals. (iii) Buyer shall have determined, in its sole discretion, that the Property is suitably subdivided, with all subdivision approvals having been obtained from all applicable governmental agencies, on terms acceptable to Buyer, and such approvals being final, non-appealable and in full force and effect. For purposes of this Agreement, the term “subdivision” shall include such lot splits or consolidations as determined necessary by Buyer in its sole discretion. (iv) Buyer shall have determined, in its sole discretion, that all site plan approvals, permits, consents, approvals and other things required or desired by Buyer to be obtained from all federal, state and local governmental, municipal, public and other authorities, bodies and agencies, including but not limited to environmental approvals, as well as under any covenants, conditions or restrictions applicable to the Property and Buyer’s proposed use thereof (collectively the “Approvals”), either have been obtained and remain in full force and effect or will be obtainable by Buyer, in either case on terms acceptable to Buyer. (v) Buyer shall have determined, in its sole discretion, that utilities, including, but not limited to, gas, electricity, water, sanitary sewer, storm sewer, telephone and other telecommunication utilities, are available at the Property line, in such capacities and in such locations as are satisfactory to Buyer. If such utilities are not available at the Property line in such capacities as will permit the Buyer to use the Property for its proposed use, the Buyer shall have determined that such utility infrastructures are available, in sufficient capacities, to be extended by Buyer through perpetual easements that benefit the Property or through public rights-of-way, that will permit the Buyer to extend such utilities to the Property, at Buyer’s expense. (vi) Buyer shall have determined, in its sole discretion, that the Property has free, unrestricted and direct legal rights of access and ingress and egress to one or more public roads or highways, with access drives and curb cuts to such specifications and in such number and at such locations as deemed necessary or desirable by Buyer. (vii) Buyer shall have received such environmental site assessments, archaeological studies and geotechnical reports, which may include a delineation of any wetlands on the Nasdaq SmallCap Market property, and any other information that the Buyer deems relevant to its proposed use of the Property, which are acceptable to Buyer in its sole discretion. (subject viii) Buyer shall have determined that any and all improvements, structures, facilities and fixtures on the Property (which, if any, are collectively referred to official notice herein as the “Improvements”) are located entirely within the bounds of issuance)the Property and that there are no encroachments upon the Property by improvements or appurtenances on any property adjoining the Property. (ix) Buyer shall have determined, in its sole discretion, that the Property is not protected habitat for any endangered or protected species of plant, animal or other living organism. (x) Buyer shall have determined, in its sole and absolute discretion, that: (i) it can develop a feasible site plan for its proposed development; and (ii) the acquisition and development of the Property presents a viable economic opportunity. (xi) Buyer shall have obtained financing acceptable to Buyer, in its sole discretion, for its acquisition of the Property. (xii) Buyer and Seller shall have agreed upon the list of Personal Property to be transferred pursuant to this Agreement, which Personal Property is listed in Exhibit E attached hereto. (xiii) Seller agrees to reasonably cooperate with Buyer, including furnishing Buyer with all necessary information, as may be required, in connection with Buyer’s satisfaction of the above Conditions, all at no cost to Seller. (c) The representations Since April 7, 2010, Buyer and warranties its agents have had and shall continue to have the right at reasonable times agreed upon by Seller and Buyer after reasonable notice to Seller to enter upon the Property and make and conduct any and all tests and inspections that Buyer deems necessary and/or appropriate to satisfy Buyer as to the condition of the Company Property; provided, however, that Buyer shall (i) conduct such tests and inspections so as not to interfere unreasonably with the use of the Property by Seller, and (ii) promptly restore any damage to the Property resulting from the entry of Buyer or its agents. If Buyer desires to do any invasive testing (the “Invasive Testing”) of the Property, then (A) such Invasive Testing and the plans must be approved by Seller in writing, which approval shall not be unreasonably withheld or delayed; (B) Buyer first executes and delivers to Seller such indemnities, insurance, proof of financial responsibility and other agreements and documents as Seller may reasonably require in connection with any Invasive Testing; (C) Buyer first delivers to Seller at least two (2) Business Days prior written notice of each entry that will involve any Invasive Testing; and (D) each Invasive Test is made strictly in accordance with the terms the consent and any plans approved by, and/or agreements with, Seller. All tests conducted pursuant to this Agreement Section 4(c) shall be true at Buyer’s cost and correct as expense. Buyer shall defend, indemnify and hold harmless Seller and Seller’s partners, employees, affiliates and agents from and against any and all claims for damage, personal injury, death, or damage to the environment, including without limitation fines, penalties, interest, costs and attorneys’ fees, arising from activities conducted by or at the request of and on each Buyer in connection with Buyer’s investigation of the date Property, including the suitability and condition of the Property, other than claims caused by the negligence or intentional acts of Seller. Buyer’s restoration, indemnity and hold harmless obligations shall survive termination of this Agreement and each Settlement Date, as if first made and restated on each such dateAgreement. The foregoing shall in no event be deemed to impose any liability upon Buyer for Buyer’s mere discovery of an adverse physical or environmental condition at the Property. (d) The Company shall have issued a press release reasonably acceptable Since the satisfaction of the Conditions, the ▇▇▇▇▇▇▇ Money has become non-refundable to the Purchaser, disclosing the existence of Buyer except as otherwise provided in this Agreement and the material terms hereofAgreement. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There ▇▇▇▇▇▇▇ Money shall be no litigationcredited in full against the Purchase Price at Closing, investigation, inquiry or proceeding pending or threatened paid to Seller in writing (including without limitation with the Commissionevent of Buyer’s default. In the event of a default by Seller, the Nasdaq Stock Market▇▇▇▇▇▇▇ Money may be refunded to Buyer pursuant to Section 17, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaserbelow. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation No Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment Incremental Effective Date unless: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (ii) except as set forth in Section 1.10 in the case of Incremental Commitments in connection with a Limited Conditionality Acquisition, no Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Effective Date; (iii) except as set forth in Section 1.10 in the case of Incremental Commitments in connection with a Limited Conditionality Acquisition, the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Incremental Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to subsections (a) The Company Registration Statement: and (b), respectively, of Section 6.01; (iv) except as set forth in Section 1.10 in the case of Incremental Commitments in connection with a Limited Conditionality Acquisition, on a Pro Forma Basis (assuming, in the case of Incremental Revolving Credit Commitments, that such Incremental Revolving Credit Commitments are fully drawn), the Borrower shall be in compliance with the financial covenants set forth in Section 7.12 as of the end of the latest fiscal quarter for which internal financial statements are available; (v) to the extent required by Section 3.05, the Borrower shall make any breakage payments in connection with any adjustment of Revolving Credit Loans pursuant to Section 2.14(d); and (vi) as a condition precedent to each Incremental Commitment, the Borrower shall deliver or cause to be delivered officer’s certificates, Organization Documents and legal opinions of the type delivered on the Closing Date, in each case, to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent and the Lenders providing such Incremental Commitment if such Incremental Commitment is being provided in connection with a Limited Conditionality Acquisition, such certificate shall provide that the above requirements were satisfied in accordance with Section 1.10; and (vii) (x) upon the reasonable request of any Lender providing the relevant Incremental Commitment, the Borrower shall have provided to such Lender, and such Lender shall be effective as to all Sharesreasonably satisfied with, not subject to any threatened or actual stop order the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the PATRIOT Act, and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make Loan Party that qualifies as a “legal entity customer” under the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company Beneficial Ownership Regulation shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject delivered, to official notice of issuance)each Lender that so requests, a Beneficial Ownership Certification in relation to such Loan Party. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Such Incremental Term Loan Commitments and Incremental Revolving Loan Commitments shall become effective as of such Increase Effective Date; provided that: (i) subject to Section 1.06, and (solely in the Purchaser to purchase case of any Incremental Facility (other than any Revolving Commitment Increase) incurred in connection with a Limited Condition Transaction) unless (other than in the case of an Event of Default under Section 8.01(a), (b), (g) or (h)) waived by the lenders in respect of such Incremental Facility, no Event of Default (or, in the case of an Incremental Facility (other than a Revolving Commitment Increase) the proceeds of which will be used for a Permitted Acquisition or other Investment or Limited Condition Transaction, no Event of Default under Section 8.01(a), (b), (g) or (h)) shall have occurred and ---------- acquire Shares under this Agreement is be continuing at the time of funding or immediately after giving effect thereto; provided that any Limited Condition Transaction remains subject to the fulfillment terms of Section 1.06 hereof; (or waiver ii) the proceeds of the Incremental Term Loans and/or Incremental Revolving Loans may be used for working capital needs and other general corporate purposes (including Capital Expenditures, acquisitions and other Investments, working capital and/or purchase price adjustments, Dividends, prepayments of Indebtedness (including Restricted Debt Payments) and related fees and expenses) and for any other purpose not prohibited by the PurchaserLoan Documents; (iii) the Borrower shall deliver or cause to be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender or Incremental Revolving Loan Lender in connection with any such transaction; (iv) any such Incremental Term Loans shall be in an aggregate amount of at least $5,000,000 and integral multiples of $1,000,000 above such amount (except, in each case, such minimum amount and integral multiples amount shall not apply when the Borrower uses all of the Incremental Term Loan Commitments available at such time); (v) any Incremental Facilities may be (A) secured on a pari passu basis with the Term Loans, (B) secured on a junior basis to the Term Loans, (C) unsecured or (D) secured on non-Collateral and, in the case of clauses (B) (C), and (D) shall be established as a separate facility from the then existing Term Loans or Revolving Loans, as applicable; provided that with respect to any such separate facility to the extent secured by Collateral and in an aggregate amount in excess of the greater of $8,250,000 and 27.5% of Consolidated EBITDA, (x) if secured by the Collateral, a Senior Representative validly acting on behalf of the holders of such Incremental Facility shall have become party to an Other Intercreditor Agreement and/or the First Lien/Second Lien Intercreditor Agreement, as applicable (provided, that, in each case, no acknowledgement or counter signature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)) or (y) if payment subordinated, shall be subject to a subordination agreement on terms that are reasonably acceptable to the Administrative Agent and the Borrower (provided, that, in each case, no acknowledgement or countersignature by the Administrative Agent or Collateral Agent shall be required to comply with the requirements of this Section 2.20(b)(v)); provided, further, that no Incremental Facility shall (x) have a borrower other than the Borrower or (y) be guaranteed by any Person unless such Person is a Guarantor which shall have previously or substantially concurrently Guaranteed the Obligations; and (vi) solely if and to the extent required by the lenders providing the applicable Incremental Facility, subject to customary “SunGard” limitations (to the extent agreed to by the lenders providing the applicable Incremental Facility and to the extent the proceeds of the applicable Incremental Facility are being used to finance a Permitted Acquisition or other Investment or in connection with any Limited Condition Transaction (and such limitations shall include a limitation to the Specified Representations)), each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. credit extension (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined incurred in connection with a manner adverse Limited Condition Transaction, the LCT Test Date) with the same effect as though made on and as of such date, except to the Company, that could reasonably be expected extent such representations and warranties expressly relate to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementan earlier date, in agreed form, which case such representations and warranties shall be true and correct in order all material respects (except that any representation and warranty that is qualified as to evidence “materiality” or “Material Adverse Effect” shall be true and disclose the offer and sale correct in all respects) as of the Shares issued hereunder (the "SUPPLEMENT")such earlier date.

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.02 shall be satisfied; (ii) no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.18(a), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be deemed to refer to the most recent financial statements furnished pursuant to clauses (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement b), respectively, of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinSection 6.01; provided that, in light the case of an Incremental Commitment being used to consummate a Limited Condition Acquisition, at the circumstances under which they were madeBorrowers’ election, not misleading. (b) The Company shall have secured to the listing of extent acceptable to the Shares on Lenders providing the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The relevant Incremental Commitments, the only representations and warranties of the Company made in this Agreement shall that will be required to be true and correct will be the customary specified representations as of agreed to by such Lenders and on each such of the date representation, made by or on behalf of this Agreement and each Settlement Datethe applicable Target in the acquisition agreement governing such Limited Condition Acquisition as are material to the interest of the Lenders, but only to the extent that a Loan Party has the right to terminate its obligations under such acquisition agreement or to decline to consummate such Limited Condition Acquisition as if first made and restated on each a result of a breach of such daterepresentation in the acquisition agreement. (div) The Company if required by the Lenders, the Borrowers shall make any breakage payments in connection with any adjustment of Revolving Loans pursuant to Section 3.05; (v) to the extent reasonably requested by the Administrative Agent, the Administrative Agent shall have issued a press release received customary legal opinions, board resolutions, officers’ certificates and/or reaffirmation agreements substantially consistent with those delivered on the Closing Date under Section 4.01 or otherwise reasonably acceptable satisfactory to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Administrative Agent; and (evi) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with A) upon the Commission, the Nasdaq Stock Market, or the NASDreasonable request of any Incremental Lender (as defined below) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse made at least three (3) days prior to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Increase Effective Date, the Company Borrowers shall file have provided to such Lender, and such Lender shall be reasonably satisfied with, the documentation and other information so requested in connection with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Commission a prospectus supplement PATRIOT Act, in each case at least three (3) days prior to the Company Registration StatementIncrease Effective Date and (B) at least ten (10) days prior to the Increase Effective Date, any Loan Party that qualifies as a “legal entity customer” under the Beneficial Ownership Regulation shall have delivered, to each Lender that so requests, a Beneficial Ownership Certification in agreed form, in order relation to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")such Loan Party.

Conditions. The obligation Notwithstanding anything express or implied in the foregoing provisions of the Purchaser to purchase and ---------- acquire Shares under this Section 6.2 or elsewhere in this Agreement to the contrary, (A) the Finished Product that Fovea is required to Manufacture and supply to Dyax pursuant to this Section 6.2 shall be the same as the Finished Product Manufactured by Fovea to meet the requirements of Fovea and/or its Related Parties for Finished Product at the relevant stage of Development or Commercialization, (B) Fovea’s obligations to Manufacture and supply units of Finished Product pursuant to this Section 6.2 is subject to the fulfillment condition precedent that, if Dyax is supplying API Bulk Drug Substance to Fovea, Dyax shall have filled all orders for API Bulk Drug Substance placed under the Dyax Supply Agreement or Section 6.1 hereof to allow Manufacture and supply of such units of Finished Product (after giving effect to the provisions set forth above in Section 6.1(a) and Exhibit E, as relevant, with respect to shortages of API Bulk Drug Substance), and (C) Fovea shall not be deemed or waiver treated as being in breach of any of its obligations under this Section 6.2 to use Diligent Efforts to Manufacture and/or supply Finished Product in the case of any failure or inability of Fovea to Manufacture and/or supply or cause to be Manufactured and/or supplied Finished Product pursuant to this Section 6.2 if (i) such failure or inability is due to a shortage of Finished Product and the available supply of Finished Product, if any, is allocated by Fovea between the Purchaser) of each Parties on a pro-rata basis based on good faith forecasts of the following conditions: (a) The Company Registration Statement: (x) respective requirements of the Parties and their Related Parties, which, in the case of the requirements of Dyax and its Related Parties, shall be effective as have been provided by Dyax to all Shares, not subject to any threatened or actual stop order Fovea in writing [*****] and (yii) will not contain any untrue statement of material fact or omit Fovea uses Diligent Efforts to state any material fact required resolve all failure to be stated therein or necessary to make the statements therein, Manufacture and/or supply issues as promptly as possible in light of the circumstances under which they were made, not misleadingconsultation with Dyax. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver date determined by the Purchaser) of Borrowers and the Administrative Agent to be the effective date (each of the following conditionssuch date, an “Increase Effective Date”); provided that: (ai) The Company Registration Statement: no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; provided that in the case of a Limited Condition Transaction, no Default or Event of Default under Section 8.01(a) or Section 8.01(f) shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (xii) the representations and warranties contained in Article V and the other Loan Documents are true and correct in all material respects on and as of the Increase Effective Date, except to the extent that such representations and warranties specifically refer to an earlier date, in which case they shall have been true and correct in all material respects as of such earlier date, and except that for purposes of this Section 2.14(b), the representations and warranties contained in Section 5.05(a) and Section 5.05(b) shall be effective as deemed to all Shares, not subject refer to any threatened or actual stop order the most recent financial statements furnished pursuant to subsections (a) and (y) will not contain any untrue statement b), respectively, of material fact or omit to state any material fact Section 6.01; provided that in the case of a Limited Condition Transaction, the relevant Lenders may agree that only customary “specified representations” shall be required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made in this Agreement shall be true and correct in all material respects on and as of and the Increase Effective Date. (iii) on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall be in pro forma compliance with each of the date covenants set forth in Section 7.11 as of this Agreement and each Settlement Date, as if first made and restated on each such date.the end of the latest fiscal quarter for which financial statements have been or are required to be furnished pursuant to subsection (a) or (b) of Section 6.01; (div) The Company the Borrowers shall deliver or cause to be delivered officer’s certificates and legal opinions of the type delivered on the Original Closing Date to the extent reasonably requested by, and in form and substance reasonably satisfactory to, the Administrative Agent; and (v) if the Borrowers are requesting an Incremental Commitment which in the aggregate would exceed $100,000,000, on a pro forma basis (assuming, in the case of Incremental Revolving Commitments, that such Incremental Revolving Commitments are fully drawn), the Borrowers shall have issued a press release reasonably acceptable Consolidated Leverage Ratio of not more than 3.00 to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 20031.00. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of This Amendment shall take effect upon the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditionsconditions precedent: A. The Required Lenders shall have executed this Amendment. B. The Borrower shall have executed and delivered to the Agent (or shall have caused to be executed and delivered to the Agent by the appropriate persons) the following: 1. On or before the date hereof: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleadingThis Amendment. (b) The Company shall have secured attached Joinders, duly authorized, executed and delivered by the listing of Borrower's Subsidiaries and the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)Parent, respectively. (c) The representations True and warranties complete copies of any stockholders' consents and/or resolutions of the Company made board of directors or other governing body of each company, authorizing the execution and delivery of this Amendment, certified by the Manager or Secretary of the appropriate Company, as appropriate. 2. Such other supporting documents and certificates as the Agent or its counsel may reasonably request, within the time period(s) reasonably designated by the Agent or its counsel. C. The Agent and the Lenders shall have received the favorable opinion of general counsel to the Borrower, its Subsidiaries and the Parent as to the due authorization, execution and delivery of this Amendment and the other Documents, the enforceability thereof, the absence of conflict thereof with material contracts and such other matters as may be reasonably requested by the Agent. D. In consideration for the amendments and consents provided herein, the Borrower shall have paid to the Agent, for the account of each Lender executing this Amendment, a non-refundable facility fee in this Agreement an amount equal to .25% of the sum of (1) such Lender's Commitment and (2) the outstanding principal amount of the Initial Term Note(s) held by such Lender. E. All legal matters incident to the transactions hereby contemplated shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable satisfactory to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Agent's counsel. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation increased or new Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of such Increase Effective Date; provided that: i. each of the following conditions: conditions set forth in Sections 4.02(b) - (a) The Company Registration Statement: (xd) shall be effective as satisfied; provided that, to all Sharesthe extent such Incremental Revolving Commitments or Incremental Term Loans are used to fund a Permitted Acquisition, not the availability of such Incremental Revolving Commitments or Incremental Term Loans shall be subject to any threatened customary “SunGard” or actual stop order “certain funds” conditionality provisions and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties required to made shall be limited to customary “specified representations” and “specified acquisition representations”; ii. no Default or Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date (provided that, to the extent the Commitments established by this Section 2.20 are to be used on the Increase Effective Date to fund a Permitted Acquisition, it shall only be a condition that no Event of Default under clause (a), (b), (g) or (h) of Section 8.01 shall have occurred and be continuing or would result therefrom); iii. on a Pro Forma Basis after giving effect to any Loans to be outstanding after giving effect to the Incremental Term Loans or Incremental Revolving Commitments, Borrower shall be in compliance with the covenant set forth in Section 6.09 as of the Company made in this Agreement shall be true and correct as of and on each end of the date of this Agreement most recent Test Period (whether or not then in effect); and iv. Borrower shall deliver or cause to be delivered documents reasonably requested by the Administrative Agent in connection with any such transaction (including, without limitation, (i) legal opinions, board resolutions and each Settlement Date, as if first made officers’ certificates substantially consistent with those delivered on the Closing Date and restated on each (ii) reaffirmation agreements and/or such date. (d) The Company shall have issued a press release reasonably acceptable amendments to the Purchaser, disclosing Security Documents as may be reasonably requested by the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, Administrative Agent in order to evidence and disclose ensure that the offer and sale Incremental Term Loans and/or Incremental Revolving Commitments are provided with the benefit of the Shares issued hereunder (the "SUPPLEMENT"applicable Loan Documents).

Conditions. Section 7.1 Conditions to Each Party's Obligations to Effect the Merger. The obligation respective obligations of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (satisfaction on or waiver by prior to the Purchaser) Closing Date of each of the following conditions, any and all of which may be waived in whole or in part by Parent, the Purchaser and the Company, as the case may be, to the extent permitted by applicable law: (a) The Company Registration Statement: Merger and this Agreement shall have been approved and adopted by the requisite vote of the holders of the Shares, to the extent required pursuant to the requirements of the Certificate of Incorporation, the Bylaws of the Company, and the DGCL; (xb) No statute, rule, regulation, order or injunction shall have been enacted, promulgated, or issued by any Governmental Entity which restrains, enjoins, or otherwise prohibits the consummation of the Merger, and no Governmental Entity shall have instituted any proceeding which continues to be pending seeking such law or order; and (c) All required consents, approvals, waivers and authorizations of, or declarations or filings with, and all expirations of waiting periods (including under the HSR Act) required from, any Governmental Entity which are necessary for the consummation of the Merger, shall have been filed, have occurred or been obtained and all of the foregoing shall be effective in full force and effect. Section 7.2 Conditions to the Obligations of the Purchaser and Parent. The respective obligations of the Purchaser and Parent to effect the Merger shall be subject to the satisfaction on or prior to the Closing Date of each of the following additional conditions, any or all of which may be waived in whole or part by the Parent and the Purchaser to the extent permitted by applicable law: (a) The representations or warranties of the Company contained in this Agreement shall be true and correct (without giving effect to any qualifications as to all Shares"materiality" or Company Material Adverse Effect or Company Material Adverse Change set forth therein), not subject in each case, when made and on and as of the Closing Date as though made on and as of the Closing Date (except that any representations or warranties that speak as of a specified date need only be true and correct as of such specified date) except where the failure of such representations and warranties to be so true and correct (without giving any effect to any threatened qualification as to "materiality" or actual stop order and (yCompany Material Adverse Effect or Company Material Adverse Change set forth therein) will would not contain any untrue statement of material fact be reasonably expected to have, individually or omit to state any material fact required to be stated therein or necessary to make in the statements thereinaggregate, in light of the circumstances under which they were made, not misleadinga Company Material Adverse Effect. (b) The Company shall have secured performed or complied in all material respects with all agreements, covenants and conditions contained herein required to be performed or complied with by it prior to or at the listing time of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)Closing. (c) The representations and warranties of the Company made in this Agreement shall be true and correct as of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateIntentionally deleted. (d) The Company Since the date of this Agreement, there shall have issued occurred no event, condition or circumstance which has had, or would reasonably be expected to have, individually or in the aggregate, a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003Material Adverse Effect. (e) There The Company shall be no litigationhave obtained all consents, investigationapprovals, inquiry waivers and authorizations of any Person required in connection with or proceeding pending or threatened in writing (including without limitation with as a result of the CommissionMerger, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby orwhich, if determined in a manner adverse to the Companynot obtained, that could would reasonably be expected likely to result have a Company Material Adverse Effect. The Company shall further have obtained the required consents, approvals or waivers described in a material and adverse effect on Section 7.2(e) of the Company, its business or its prospects or impose liability upon the PurchaserCompany Disclosure Schedule. (f) On There shall not be any action taken, or in effect any applicable law or order of, any Governmental Entity, which imposes any condition or restriction on the first Settlement Surviving Corporation or its Subsidiaries or Parent and its Subsidiaries that would reasonably be expected to have a Parent Material Adverse Effect after giving effect to the Merger. As used in the Agreement, ("Parent Material Adverse Effect") means any change, event or effect, as the case may be, that is materially adverse to the business, operations, properties (including intangible properties), condition (financial or otherwise), results of operations, prospects, assets or liabilities of Parent and its Subsidiaries, taken as a whole. (g) The number of Dissenting Shares shall constitute no greater than 10% of the total number of Shares outstanding immediately prior to the Effective Time. (h) The Company shall have delivered to Parent a certificate, dated the Closing Date, signed by the President of the Company shall file with the Commission a prospectus supplement (but without personal liability thereto), certifying as to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale fulfillment of the Shares issued hereunder (the "SUPPLEMENT"conditions specified in Sections 7.2(a) through 7.2(d) and Section 7.2(g).

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective, as of such Increase Effective Date; provided that: (i) subject to Section 1.06, no Event of Default shall have occurred and be continuing; provided, that, solely with respect to any Incremental Facilities incurred in connection with a Limited Condition Acquisition, no Event of Default under Section 8.01(a), (b), (g) (solely with respect to the Borrower) or (h) (solely with respect to the Borrower) shall exist on the LCA Test Date; (ii) the proceeds of the Purchaser Incremental Term Loans shall be used in accordance with Section 3.11 and Section 5.08; and (iii) the Borrower shall deliver or cause to purchase be delivered any customary amendments to the Loan Documents or other documents reasonably requested by the Administrative Agent or any Incremental Term Loan Lender in connection with any such transaction; (iv) no Incremental Facility shall (i) rank senior in right of payment priority to the Term Loans or (ii) be guaranteed by any person other than the Guarantors; and (v) solely if and ---------- acquire Shares under this Agreement is to the extent required by the lenders providing the applicable Incremental Facility, subject to (A) customary “SunGard” limitations (to the fulfillment extent the proceeds of the applicable Incremental Facility are being used to finance a Limited Condition Acquisition (and such limitations shall, for the avoidance of doubt, include a limitation to the Specified Representations)) or waiver by (B) in the Purchaser) case of any “certain funds” Limited Condition Transaction in any non-U.S. jurisdiction, conditionality as is customary or required in such jurisdiction, each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made by any Credit Party set forth in this Agreement Article III hereof or in any other Loan Document shall be true and correct in all material respects (except that any representation and warranty that is qualified as of to “materiality” or “Material Adverse Effect” shall be true and correct in all respects) on each and as of the date of this Agreement and each Settlement Date, as if first made and restated on each such date. credit extension (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined incurred in connection with a manner adverse Limited Condition Acquisition, the LCA Test Date) with the same effect as though made on and as of such date, except to the Company, that could reasonably be expected extent such representations and warranties expressly relate to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statementan earlier date, in agreed form, which case such representations and warranties shall be true and correct in order all material respects (except that any representation and warranty that is qualified as to evidence “materiality” or “Material Adverse Effect” shall be true and disclose the offer and sale correct in all respects) as of the Shares issued hereunder (the "SUPPLEMENT")such earlier date.

Conditions. The obligation availability of the Purchaser to purchase and ---------- acquire Shares Incremental Facilities under this Agreement is will be subject solely to the fulfillment (or waiver by the Purchaser) of each of the following conditions:, subject, for the avoidance of doubt, to any condition expressly set forth in Section 1.08, and measured on the date of the receipt of commitments under (assuming such commitments are fully drawn only on the date of receipt) such Incremental Facility: |US-DOCS\134569911.8148772134.4|| (ai) The Company Registration Statement: no Event of Default shall have occurred and be continuing or would result therefrom; provided that the condition set forth in this clause (xi) shall may be effective as waived or not required (other than with respect to all Shares, not subject Specified Events of Default) by the Persons providing such Incremental Facilities if the proceeds of the initial Borrowings under such Incremental Facilities will be used to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements thereinfinance, in light of the circumstances under which they were madewhole or in part, not misleading.any Permitted Investment or other Acquisition Transaction; (bii) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of in the Company made in this Agreement shall Loan Documents will be true and correct as in all material respects (except for representations and warranties that are already qualified by materiality, which representations and warranties will be true and correct in all respects) immediately prior to, and after giving effect to, the incurrence of such Incremental Facility; provided that the condition set forth in this clause (ii) may be waived or not required (other than with respect to (A) the Specified Representations and on each (B) the representation and warranty contained in Section 5.20) by the Persons providing such Incremental Facilities if the proceeds of the initial Borrowings under such Incremental Facilities will be used to finance, in whole or in part, a Permitted Investment; and (iii) if the Additional Lenders providing such Incremental Facility require such information as a condition to providing such Incremental Facility, the Lenders shall have received at least three Business Days prior to the closing date of this Agreement such Incremental Facility all documentation and each Settlement Date, as if first made and restated on each such date. (d) The Company shall have issued a press release other information about the Loan Parties reasonably acceptable requested in writing by them at least ten Business Days prior to the Purchaserclosing date of such Incremental Facility required under applicable “know your customer” and anti-money laundering rules and regulations, disclosing including the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003USA PATRIOT Act. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. 9.1 The obligation of the Purchaser to purchase and ---------- acquire Shares under this Agreement is Plan shall be subject to the fulfillment (or waiver by the Purchaser) of each satisfaction in all material respects of the following conditionsterms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and the Supporting Parties, and each of which, as applicable, may be waived by KGI and by unanimous consent of the Supporting Parties that have executed this Agreement on the Agreement Date: (a) The Company Registration Statement: (x) the Closing Date shall be effective as to all Shares, not subject to any threatened occur on or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make before the statements therein, in light of the circumstances under which they were made, not misleading.Outside Date; (b) The Company shall have secured all disclosure documents on or after the listing Agreement Date, Court sanction materials and definitive agreements in respect of the Shares on Transaction (including all Transaction Documents) shall be in a form agreed to in advance by KGI and the Nasdaq SmallCap Market (subject to official notice of issuance).Supporting Parties, each acting reasonably; (c) any amendments to the structure of the Transaction and the steps required to complete the Transaction from those provided for in the Plan shall be in form and substance satisfactory to KGI and the Supporting Parties, each acting reasonably; (i) the Plan, the Final Order, all other orders and all materials filed by or on behalf of CPC and its subsidiaries in the CBCA Proceedings shall be in a form reasonably agreed to in advance by KGI and the Supporting Parties when filed and as supplemented, amended or modified, as applicable, and with respect to any and all orders, shall have been entered in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (ii) the Plan shall have been approved by the requisite majorities of all applicable stakeholder groups of CPC and its subsidiaries as and to the extent required by the Court in the Interim Order or otherwise; and (iii) the Plan shall have been approved by the Court and the Final Order and all other orders granted by the Court shall be in full force and effect, final and binding with no appeal or motion to vary or amend outstanding in respect thereof and all such appeals and motions finally determined, in each case in form and substance acceptable to KGI and the Supporting Parties, each acting reasonably; (e) there shall not be in effect any preliminary or final decision, order or decree by a Governmental Entity, no bona fide and pending application shall have been made to any Governmental Entity, and no action or investigation shall have been announced or commenced by any Governmental Entity, in consequence of or in connection with the Transaction that restrains, impedes or prohibits (or if granted would reasonably be expected to restrain, impede or prohibit), the Transaction or any part thereof or requires a material variation from the form of the Transaction contemplated herein; (i) the Shares held by the Cashed Out Shareholders shall have been acquired for immediately available cash consideration of C$6.00 per share and (ii) the Shares held by the Supporting Parties and the Existing CPC Board shall have been exchanged for an interest in the Junior Last Out Convertible Term Loan in the manner contemplated herein; (g) all conditions in the CPC Arrangement Agreement shall have been satisfied or waived (with any such waiver by CPC being acceptable to the Supporting Parties); and (h) all consents required under applicable law, including the Key Consents, shall have been obtained. 9.2 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of KGI and may be waived by KGI: (a) the Supporting Parties shall have performed or complied with, in all material respects, their obligations and covenants under this Agreement; (b) the representations and warranties of the Company made Supporting Parties set forth in this Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if made at and as of such time, except (i) as such representations and on each warranties may be affected by the occurrence of the date of events or transactions contemplated and permitted by this Agreement and each Settlement Date, (ii) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date; and (c) (i) the representations and warranties of CPC set forth in the CPC Arrangement Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if first made at and restated as of such time, except (A) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement or the CPC Arrangement Agreement, (B) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date and (C) where the failure of such representations and warranties to be so true and correct, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (ii) there shall have been no material default in the performance or observance by CPC of any material covenant set forth in the CPC Arrangement Agreement, which default has not been cured in accordance with the terms of the CPC Arrangement Agreement; and (iii) all conditions precedent to the CPC Arrangement Agreement shall have been satisfied or waived by KGI. 9.3 The Plan shall be subject to the satisfaction in all material respects of the following terms prior to and/or concurrently with the Effective Time, each of which are for the benefit of Supporting Parties and may be waived by unanimous consent of the Supporting Parties that have executed this Agreement on each the Agreement Date: (a) KGI shall have performed or complied with, in all material respects, its obligations and covenants under this Agreement; (b) the representations and warranties of KGI set forth in this Agreement and the CPC Arrangement Agreement shall be true and correct in all material respects at the Effective Time with the same force and effect as if made at and as of such time, except (i) as such representations and warranties may be affected by the occurrence of events or transactions contemplated and permitted by this Agreement and (ii) that representations and warranties that are given as of a specified date shall be true and correct in all material respects as of such date.; (c) the Notes, including any Accrued Interest thereon, shall have been exchanged for equal interests in the principal of the New Term Loan; (d) The Company shall have issued a press release reasonably acceptable to Payment in full of the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.Take-Up Fee; (e) There KGI shall have irrevocably agreed to satisfy the KGI Funding Commitment and shall have funded that portion thereof required to be no litigation, investigation, inquiry funded at or proceeding pending or threatened in writing (including without limitation with before the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.Effective Time; (f) On each right and privilege of any kind of the first Settlement Date, Supporting Parties contemplated in the Company Plan and each of Schedule C and Schedule D (“Supporting Parties’ Rights”) shall file have been memorialized in duly executed and delivered definitive documentation that comports in all material respects with the Commission a prospectus supplement terms set forth in this Agreement and in each of Schedule C and Schedule D, as applicable, in each case acceptable to KGI and each of the Supporting Parties, each acting reasonably, which documentation shall provide, among other things, that in no event shall such documentation be amended, supplemented or otherwise modified in any way to modify, amend or waive compliance with any of the provisions or terms (or to add new provisions that contravene or impair any such provisions or terms) thereof providing for (or otherwise governing) any Supporting Parties’ Rights except with the unanimous consent of all of the Supporting Parties that have executed this Agreement on the Agreement Date; and (g) KGI shall have caused to be delivered, executed and rendered fully effective (subject only to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale occurrence of the Shares issued hereunder closing of the Transaction) purchase contracts entered into by CPC (or to be automatically assigned to CPC concurrently with the "SUPPLEMENT")closing of the Transaction) representing an aggregate increase in the per annum orders for newsprint from CPC equal to at least 200,000 tons over a duration to be agreed upon.

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.01(c) unless (A) immediately before and immediately after giving effect to such Incremental Facility, the loans to be made thereunder and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to proceeds therefrom on a pro forma basis, (I) no Default or Event of Default shall have occurred or be continuing (provided that if the fulfillment (or waiver by the Purchaser) of each proceeds of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required applicable Incremental Facility are to be stated therein or necessary used to make finance a Limited Conditions Transaction, then the statements thereincondition precedent set forth in this clause (I) may be limited to Specified Events of Default), in light of (II) the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Loan Parties set forth in this Agreement the Loan Documents would be true and correct in all material respects (or, in the case of representations and warranties qualified as to materiality, in all respects) on and as of the date of, and immediately after giving effect to, the effectiveness of the applicable Incremental Facility Amendment, except in the case of any such representation and warranty that expressly relates to a prior date, in which case such representation and warranty shall be true and correct in all material respects (or in all respects, as applicable) as of and on each such earlier date (provided that if the proceeds of the date applicable Incremental Facility are to be used to finance a Limited Conditions Transaction, then the condition precedent set forth in this clause (II) may be limited to (x) Specified Representations and (y) customary specified acquisition agreement representations and warranties with respect to the Person to be acquired) and (III) the Borrower will be in compliance with the Financial Covenants set forth in Section 8.01, (x) based on the financial statements most recently delivered pursuant to Section 7.01(a), (y) without netting the cash proceeds thereof from Consolidated Total Debt and (z) assuming all amounts thereunder are fully drawn, (B) all fees and expenses owing in respect of this Agreement such Incremental Facility to the Administrative Agent and each Settlement Date, as if first made and restated on each such date. (d) The Company the Lenders shall have issued been paid and (C) the Administrative Agent shall have received a press release reasonably acceptable certificate of an Authorized Officer of the Borrower certifying as to the Purchaserforegoing and attaching reasonably detailed supporting calculations related thereto, disclosing in form reasonably satisfactory to the existence of this Agreement Administrative Agent; provided that, with respect to any Incremental Facility incurred to finance a Limited Condition Transaction, at the Borrower’s election, the conditions in the foregoing clauses (A), (B) and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York timeC) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing subject to Section 1.08. (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"iv).

Conditions. The obligation Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsapplicable Increase Effective Date; provided that: (ai) The Company Registration Statement: the Increase Joinder (xand any Notes that are to be provided by the Borrower if one or more Lenders have, as of the Increase Date, requested Notes to be issued pursuant to Section 2.10) shall have been duly executed and delivered by the respective Parties hereto and thereto; provided that no Note shall be effective as to all Shares, not subject issued to any threatened Lender hereunder unless specifically requested by such Lender in writing to the Loan Parties; (ii) the Agreement Effective Date shall have occurred; (iii) no Default shall have occurred and be continuing or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required would result from the borrowings to be stated therein or necessary to make made on the statements therein, in light of the circumstances under which they were made, not misleading.Increase Effective Date; (biv) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties contained in Article 5 and the other Loan Documents are true and correct in all material respects (except to the extent that such representations and warranties expressly relate to an earlier date, in which case such representations and warranties were true and correct as of such earlier date); provided that to the Company made in this Agreement extent that any representation or warranty is qualified by materiality, “Material Adverse Effect” or similar qualifier, it shall be true and correct as in all respects and provided, further, that, for the purposes of such certificate, (A) all references in the representations and on each warranties contained in Section 5.04 to annual reports, consolidated balance sheets, consolidated income statements and financial statements for OpCo and, if applicable, NEE Partners, and their Subsidiaries shall be deemed to refer to the corresponding versions of those documents most recently delivered to the Agent and the Lenders pursuant to Section 6.04 prior to the date of the certificate contemplated in this Agreement Section 2.14(b), and each Settlement Date, as if first made and restated on each such date. (dB) The Company the final sentence of Section 5.04 shall have issued a press release reasonably acceptable be deemed revised to read “There has been no material adverse change in the Purchaser, disclosing the existence business or financial condition of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement (x) if the Company shall NEE Partners Guaranty is in effect, NEE Partners and its Subsidiaries, taken as a whole. or (y) if the NEE Partners Guaranty is not have issued such press release by 8:30 a.m. (New York time) on May 9effect, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the CommissionOpCo, the Nasdaq Stock MarketBorrower and their Subsidiaries, or taken as a whole, in each case, since the NASD) that challenges or calls into date of the question the transactions contemplated hereby most recent financial statements of OpCo or, if determined applicable, NEE Partners, except as may have been disclosed in a manner adverse each filing of NEE Partners (including information furnished) subsequent to the Companydate of such financial statements pursuant to the applicable provisions of the Securities Exchange Act of 1934, that could reasonably as amended, through and including the date of such certificate or otherwise described in writing prior to the Consent Date”); (v) the Borrower shall make any breakage payments in connection with any adjustment of Loans pursuant to Section 4.07; and (vi) the Loan Parties shall deliver or cause to be expected to result in a material delivered officer’s certificates and adverse effect legal opinions of the type delivered on the CompanyAgreement Effective Date to the extent reasonably requested by, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Dateand in form and substance reasonably satisfactory to, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Agent.

Conditions. The obligation Any Incremental Commitments shall become effective as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsapplicable Increase Effective Date; provided that: (ai) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made contained in this Agreement and the other Loan Documents shall be true and correct in all material respects on and as of such Increase Effective Date (both before and after giving effect thereto and, in the case of each Borrowing of Term Loans pursuant to Incremental Commitments, the application of proceeds therefrom) with the same effect as if made on each and as of such date except to the extent such representations and warranties expressly relate to an earlier date and in such case, such representations and warranties shall be true and correct in all material respects as of such date; provided that any representation or warranty that is qualified by materiality, “Material Adverse Change” or “Material Adverse Effect” shall be true and correct in all respects, as though made on and as of the date applicable date, before and after giving effect to such Borrowing of this Agreement Term Loans; (ii) no Default or Event of Default shall have occurred and each Settlement be continuing or would result from the Borrowings to be made on such Increase Effective Date; provided, for the avoidance of doubt, that no Default or Event of Default in respect of Section 6.03 shall have occurred and be continuing nor result from the making of such Borrowing on and as of the applicable Increase Effective Date, as if first made and restated on each such date.without giving effect to any Asset Coverage Ratio Cure Period; (diii) The Company after giving effect to the incurrence of such Incremental Commitments, the Aggregate Exposure with respect to all Lenders shall not exceed $4,000,000,000; and (iv) the Borrower shall have issued duly executed and delivered to the Administrative Agent a press release Mortgage Supplement to the Long Form Mortgage and/or other Collateral Documents granting first #10384414v15 priority Liens and security interests in any additional Pool Assets required to maintain compliance with Section 6.03 (subject to Liens permitted under Section 6.01(a)) in favor of the Administrative Agent, for the benefit of the Lenders, and shall have caused any such Mortgage Supplement to be filed with the FAA in order to perfect the Liens on such additional Pool Assets in the form of Aircraft, and evidence of such filing will be provided to the Administrative Agent promptly after being made available by the FAA and no later than 5 business days after the applicable Increase Effective Date (or such longer period that is reasonably acceptable to the Purchaser, disclosing Administrative Agent) the existence of this Agreement and Borrower shall register the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened International Interest in writing (including without limitation connection with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file applicable Short Form Mortgage with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")International Registry.

Conditions. Section 8.1 Conditions to Each Party's Obligation to Effect the Merger. The obligation respective obligations of each party to effect the Purchaser to purchase and ---------- acquire Shares under this Agreement is Merger shall be subject to the fulfillment (at or waiver by prior to the Purchaser) of each Closing Date of the following conditions, unless waived by each party: (a) no action shall have been taken, and no statute, rule or regulation shall have been enacted, by any state or federal government or governmental agency in the United States which would prevent the consummation of the Merger or make the consummation of the Merger illegal; (b) no preliminary or permanent injunction or other order or decree by any federal or state court which prevents the consummation of the Merger shall have been issued and remain in effect (each party agreeing to use its reasonable efforts to have any such injunction, order or decree lifted); (c) all waivers, consents, orders and approvals legally required for the consummation of the Merger and the transactions contemplated hereby, and all material consents from lenders and other parties required to consummate the Merger, shall have been obtained and be in effect at the Effective Time; (d) the parties shall be reasonably satisfied that the issuance of the Parent Common Stock in connection with the Merger (i) will be exempt from registration under the Securities Act by reason of the registration exemption provided by Rule 506 of Regulation D promulgated under the Securities Act, unless the Fairness Ruling shall have been granted, and (ii) will be exempt from registration and qualification under any applicable state securities laws; (e) the shareholder approval contemplated by Section 7.4 shall have been obtained; and (f) the parties shall be reasonably satisfied that the Merger shall qualify as a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, and the regulations thereunder. Section 8.2 Conditions to Obligation of the Company to Effect the Merger. Unless waived by the Company, the obligation of the Company to effect the Merger shall be subject to the fulfillment at or prior to the Closing Date of the following additional conditions: (a) The Company Registration Statement: (x) Parent and Merger Subsidiary shall be effective as to have performed in all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact respects their agreements contained in this Agreement required to be stated therein performed on or necessary prior to make the statements therein, in light of Closing Date and the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company made Parent and Merger Subsidiary contained in this Agreement shall be true and correct in all respects on and as of and on each of the date made and on and as of this Agreement and each Settlement Date, the Closing Date as if first made at and restated on each as of such date (except for representations and warranties, if any, made as of a specified date. (d) The , which need be true and correct as of such specified date only), and the Company shall have issued received a press release reasonably acceptable certificate of the President and Chief Executive Officer of Parent and of the President and Chief Executive Officer of Merger Subsidiary to that effect; (b) Parent and Merger Subsidiary each shall have delivered to the PurchaserBoard of Directors of the Company (a) copies of their respect Certificate of Incorporation and by-laws, disclosing certified by their respective Secretary, (b) resolutions of their respective Boards of Directors approving the existence execution and delivery of this Agreement and the material terms hereof. The Purchaser may terminate its obligation performance by them of their obligations hereunder; and (c) a certificate of good standing of each of them issued by the appropriate governmental authority of their respective jurisdiction of incorporation showing that each is in good standing in such jurisdiction, dated within five (5) business days prior to acquire Shares under this Agreement if the Closing Date; (c) the Company shall have received an opinion of legal counsel to ProCare in the form of Exhibit B hereto; (d) ▇▇▇▇ Capital Partners shall have rendered a written opinion to the Company to the effect that the terms of the Merger are fair from a financial point of view to the Company and its shareholders and shall not have issued withdrawn or materially modified such press release by 8:30 a.m. (New York time) on May 9, 2003.opinion; (e) There Parent shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation have timely filed with the Commission, SEC and mailed to its shareholders the Nasdaq Stock Market, or documentation required by Rule 14f-1 under the NASD) that challenges or calls into Exchange Act by reason of the question the transactions change in Parent's Board of Directors contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser.by Section 2.5; (f) On Parent shall have prepared and timely filed with the first Settlement DateSEC all reports and other filings required by the Exchange Act, including, without limitation, its Annual Report on Form 10-KSB for its most recently completed fiscal year; (g) the Board of Directors of Parent shall have taken such action as shall be necessary for the Board of Directors of Parent immediately after the Effective Time to consist of persons designated by the Company; (h) the officers of Parent shall have resigned effective as of the Effective Time; (i) holders of no less than ninety-nine percent (99%) of the outstanding shares of capital stock of the Company shall file have approved the Merger; (j) holders of no less than ninety-nine percent (99%) of the outstanding shares of capital stock of the Company shall have agreed that any capital stock of Parent which they acquire in connection with the Commission Merger or thereafter shall be subject to such lock-up restrictions as may be determined by the Company in its sole and absolute discretion; and (k) ▇▇▇▇▇▇ shall have entered into the Escrow Agreement. Section 8.3 Conditions to Obligations of Parent and Merger Subsidiary to Effect the Merger. Unless waived by Parent and Merger Subsidiary, the obligations of Parent and Merger Subsidiary to effect the Merger shall be subject to the fulfillment at or prior to the Effective Time of the additional following conditions: (a) the Company shall have performed in all material respects its agreements contained in this Agreement required to be performed on or prior to the Closing Date and the representations and warranties of the Company contained in this Agreement shall be true and correct in all material respects on and as of the date made and on and as of the Closing Date as if made at and as of such date (except for representations and warranties, if any, made as of a prospectus supplement specified date, which need be true and correct only as of the specified date), and Parent shall have received a Certificate of the President and Chief Executive Officer of the Company to that effect; (b) the Company shall have delivered to Parent (a) copies of the Company's Certificate of Incorporation and by-laws, certified by the Company's Secretary, (b) resolutions of the Company's Board of Directors approving the execution and delivery of this Agreement and the performance of the Company's obligations hereunder; and (c) a certificate of good standing of the Company issued by the appropriate governmental authority of the Company's jurisdiction of incorporation showing that the Company is in good standing in such jurisdiction, dated within five (5) business days prior to the Closing Date; (c) the Company shall have delivered to Parent the sum of $75,000 (it being agreed by ▇▇▇▇▇▇ and Parent that Parent shall use such funds to discharge all current liabilities of Parent); (d) the cumulative net capital paid to the Company Registration Statement, since its inception shall be no less than $11,500,000; and (e) Parent shall have received an opinion of legal counsel to the Company in agreed form, in order to evidence and disclose the offer and sale form of the Shares issued hereunder (the "SUPPLEMENT")Exhibit C hereto.

Conditions. The obligation No Incremental Facility shall become effective under this Section 2.01(c) unless, immediately after giving pro forma effect to such Incremental Facility, the Loans to be made thereunder (and assuming, in the case of an Incremental Revolving Credit Commitment, that the entire amount of such Incremental Revolving Credit Commitment is funded and that the cash proceeds of such Incremental Facility are not netted), and the application of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each of the following conditionsproceeds therefrom: (aA) The Company Registration Statement: no Event of Default shall exist; provided, that in respect of a Limited Condition Acquisition, at the Borrower’s election, the foregoing condition may be satisfied to the extent that (x1) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement no Event of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company Default shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations occurred and warranties of the Company made in this Agreement shall be true and correct continuing as of and on each of the date that the definitive agreements for such Limited Condition Acquisition are entered into and (2) no Specified Event of this Agreement Default shall have occurred and each Settlement Date, as if first made be continuing immediately prior and restated on each after giving effect to such date.Limited Condition Acquisition, (dB) The Company [reserved], (C) the proceeds of such Incremental Facility shall be used for general corporate purposes, including, without limitation, for Investments permitted by this Agreement, general working capital, Consolidated Capital Expenditures, Permitted Acquisitions, IP Acquisitions and Restricted Payments permitted under this Agreement, and (D) the Administrative Agent shall have issued received a press release reasonably acceptable certificate of an Authorized Officer of the Borrower on or prior to the Purchaser, disclosing the existence proposed date of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse incurrence certifying as to the Companyforegoing and attaching financial statements and reasonably detailed supporting calculations, that could in form reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement satisfactory to the Company Registration StatementAdministrative Agent, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"compliance with this Section 2.01(c).

Conditions. 4.1 The obligation sale by the Vendor and the purchase by the Purchaser of the Purchaser to purchase and ---------- acquire Shares under this Agreement Property is subject to the fulfillment (or waiver following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of the Purchaser and may be waived by the Purchaser) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the Company Vendor herein contained shall be true in all material respects when made and as of the Closing Time; (b) all obligations of the Vendor contained in this Agreement to be performed prior to or at the Closing Time shall be true and correct as have been timely performed in all material respects; (c) at the Closing Time, the Vendor shall have delivered to the Purchaser duly executed deeds of and on each transfer in proper registrable form, together with all required supporting documentation, to transfer in favour of the date Purchaser 100% of this Agreement the registered or recorded interest in and each Settlement Date, as if first made and restated on each such date.to the Property; (d) The Company the Property shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence be free and clear of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003.all Encumbrances; (e) There any and all necessary regulatory, governmental approvals and other third-party consents and approvals required to permit the transactions to be completed that can be secured prior to Closing, or are normally secured prior to the Closing Time in transactions of this type, shall have been obtained, such approvals or consents to be obtained by March 15, 2021 or such later date that the Parties may agree to in writing; The conditions contained in Section 4.1 hereof are inserted for the exclusive benefit of the Purchaser and may be waived in whole or in part by the Purchaser at any time. If any of the conditions contained in Section 4.1 hereof are not fulfilled or complied with as herein provided, the Purchaser may, at or prior to the Closing, at the Purchaser’s sole option, rescind this Agreement by notice in writing to the Vendor and, in such event, the Purchaser will be released from all obligations hereunder. In such event, the Vendor will also be released from all obligations hereunder. 4.2 The sale by the Vendor and the purchase by the Purchaser of the Property is subject to the following conditions precedent, which are inserted herein and made part hereof for the exclusive benefit of the Vendor and may be waived by the Vendor: (a) the representations and warranties of the Purchaser herein contained shall be no litigationtrue in all material respects when made and as of the Closing Time; (b) all obligations of the Purchaser contained in this Agreement to be performed prior to or at the Closing Time shall have been timely performed in all material respects; and (c) at the Closing Time, investigationthe Purchaser shall have delivered to the Vendor a certified true copy of the certificate representing the Shares, inquiry registered as directed by the Vendor, the original of which shall be kept with the minute book of the Purchaser pending the Purchaser’s engagement of a transfer agent, at which time the original certificate representing the Shares shall be exchanged for a direct registration system (DRS) statement representing the Shares which shall be delivered to the Vendor. The conditions contained in Section 4.2 hereof are inserted for the exclusive benefit of the Vendor and may be waived in whole or proceeding pending in part by the Vendor at any time. If any of the conditions contained in Section 4.2 hereof are not fulfilled or threatened complied with as herein provided, the Vendor may, at or prior to the Closing, at the Vendor’s sole option, rescind this Agreement by notice in writing (including without limitation with to the CommissionPurchaser and, in such event, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably Vendor will be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Datereleased from all obligations hereunder. In such event, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Purchaser will also be released from all obligations hereunder.

Conditions. The obligation Such Incremental Term Loan Commitments shall become effective, as of the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment such Increase Effective Date; provided that: (or waiver by the Purchaseri) of each of the following conditions:conditions set forth in Section 4.03 shall be satisfied; (aii) The no Default shall have occurred and be continuing or would result from the borrowings to be made on the Increase Effective Date; (iii) the aggregate amount of all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments shall not exceed the sum of (A) $300,000,000 (or the Dollar Equivalent thereof in other Alternative Currencies) plus (B) an additional unlimited amount so long as, after giving effect to the borrowings to be made on the Increase Effective Date and to the consummation of any Permitted Acquisition or other Investment or application of funds made with the proceeds of such borrowings, on a Pro Forma Basis, the Senior Secured Net Leverage Ratio at such date is not greater than 3.00 to 1.0 (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash) (it being understood that the Designated Company Registration Statement: may elect to utilize amounts under either clause (A) or (B) (to the extent compliant therewith), and may use clause (B) (to the extent compliant therewith) prior to utilization of amounts under clause (A) in the case of a concurrent use); (iv) the Loan Parties shall deliver or cause to be delivered any legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and (v) immediately after giving effect to all Incremental Term Loans permitted to be made pursuant to such Incremental Term Loan Commitments, the Designated Company shall be in compliance, on a Pro Forma Basis, with the Financial Performance Covenant (provided that in calculating the Senior Secured Net Leverage Ratio, the proceeds of Incremental Term Loans shall be excluded from Unrestricted Cash), and the Designated Company shall have delivered to the Administrative Agent a certificate of a Responsible Officer setting forth in reasonable detail the calculations demonstrating such compliance; 1160381.015-CHISR02A - MSW provided, further that if the proceeds of any Incremental Term Loans are being used to finance an Acquisition that is not conditioned on the obtaining of any financing, then, except to the extent otherwise required by the Lenders or Additional Lenders making such Incremental Term Loans, (x) the representations and warranties referred to in Section 4.03(c) shall be effective as limited to all Sharesthose contained in Sections 3.01, not subject to any threatened or actual stop order 3.02, 3.03(b), 3.03(c), 3.10, 3.11, 3.12, 3.16, 3.20, 3.22 and 3.24, and 3.28 and (y) will not contain any untrue statement of material fact or omit the Defaults referred to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (bSection 4.03(b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (cand Section 2.23(b)(ii) The representations and warranties of the Company made in this Agreement shall be true and correct as limited to Significant Events of and on each of the date of this Agreement and each Settlement Date, as if first made and restated on each such dateDefault. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation effectiveness of the Purchaser to purchase and ---------- acquire Shares under Article 2 of this Agreement Amendment is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditionsconditions precedent: (a) The Company Registration Statement: Administrative Agent (xor its counsel, ▇▇▇▇▇▇▇▇ PC) shall be effective as have received (i) from each party hereto either (A) a counterpart of this Amendment signed on behalf of such party or (B) written evidence satisfactory to all Shares, not subject to any threatened the Administrative Agent (which may include fax or actual stop order other electronic transmission of a signed signature page of this Amendment) that such party has signed a counterpart of this Amendment and (yii) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light duly executed copies of the circumstances under which they were madeother Loan Documents and such other certificates, not misleadingdocuments, instruments and agreements as the Administrative Agent shall reasonably request in connection with the transactions contemplated by this Amendment. (b) The Company Lenders and the Administrative Agent shall have secured received all fees required to be paid, and all expenses required to be reimbursed for which invoices have been presented (including the listing reasonable fees and expenses of legal counsel), on or before the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance)First Amendment Effective Date. (c) The Administrative Agent shall have received such other documents as the Administrative Agent, the Issuing Bank or their respective counsel may have reasonably requested. (d) The representations and warranties of the Company made Loan Parties set forth in this Agreement Amendment and the other Loan Documents shall be true and correct in all material respects with the same effect as though made on and as of the First Amendment Effective Date (it being understood and on each agreed that any representation or warranty which by its terms is made as of the a specified date shall be required to be true and correct in all material respects only as of this Agreement such specified date, and each Settlement Date, as if first made that any representation or warranty which is subject to any materiality qualifier shall be required to be true and restated on each such date. (d) The Company shall have issued a press release reasonably acceptable to the Purchaser, disclosing the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003correct in all respects). (e) There No Default shall have occurred and be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchasercontinuing. (f) On the first Settlement Date, the Company shall file All proceedings taken in connection with the Commission a prospectus supplement transactions contemplated by this Amendment and all documentation and other legal matters incident thereto shall be satisfactory to the Company Registration StatementAdministrative Agent and its legal counsel, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")▇▇▇▇▇▇▇▇ PC.

Conditions. The obligation Any Incremental Term Loan Commitment or Incremental Revolving Commitment, as applicable, shall become effective as of its Incremental Facility Effective Date; provided that: (i) the Purchaser Borrower shall have delivered to purchase and ---------- acquire Shares under the Administrative Agent, the notice of borrowing for such extension of credit in accordance with this Agreement is subject to (except as otherwise set forth in the fulfillment applicable Incremental Term Joinder or Incremental Revolving Joinder, as applicable); (or waiver by the Purchaserii) of each of the following conditions: (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of made by any Credit Party in or pursuant to the Company made in this Agreement Credit Documents shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on and as of such date as if made on and as of such date (except to the extent made as of a specific date, in which case such representation and warranty shall be true and correct in all material respects (unless qualified by materiality, in which case they shall be true and correct in all respects) on each and as of such specific date); provided that, if the date primary purpose of this Agreement such Incremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 6.6, the foregoing shall be limited to the Specified Representations (other than Section 4.21 with respect to the target in such Permitted Acquisition and each Settlement Dateits Restricted Subsidiaries); (iii) no Event of Default shall have occurred and be continuing or would result from the borrowings to be made on the Incremental Facility Effective Date (except as otherwise set forth in the Incremental Term Joinder or Incremental Revolving Joinder, as applicable); provided that, if first made and restated on each the primary purpose of such dateIncremental Facility is to finance a Permitted Acquisition or an Investment permitted under Section 6.6, the foregoing shall be limited to no Event of Default under 8.1(a), 8.1(f) or 8.1(g); and (iv) the Borrower shall deliver or cause to be delivered any customary legal opinions or other documents reasonably requested by the Administrative Agent in connection with any such transaction; and. (dv) The Company shall have issued a press release reasonably acceptable after giving effect to any such Incremental Revolving Commitment, the Purchaser, disclosing the existence aggregate amount of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company Incremental Revolving Commitments hereunder shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003exceed $100,000,000. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT").

Conditions. The obligation of This Assignment and Assumption is conditioned upon, and shall only take effect upon, the Purchaser to purchase and ---------- acquire Shares under this Agreement is subject to the fulfillment (or waiver by the Purchaser) of each satisfaction of the following conditions:conditions precedent (each a “Condition” and, collectively, the “Conditions”): (a) The Company Registration Statement: (x) shall be effective as Assignee has paid the Consideration to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.Assignor; (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance).This Assignment and Assumption has been fully executed by Assignor and Assignee; (c) The representations Bankruptcy Court enters an Order authorizing the Debtors to assume and warranties assign the Lease to the Assignee and approving the Consideration, which Order shall be in form and substance acceptable to Assignee in its sole discretion (the “Approval Order”); without limiting the generality of the Company made foregoing, the Approval Order shall contain (i) a final determination of Cure Costs (defined below) (provided, however, that with respect to real estate taxes of which the Assignor would ordinarily have been responsible for the payment or reimbursement to the landlord with respect to the premises related to the Lease, the payment of such real estate taxes shall be governed by the Approval Order and shall not affect the Delivery Date), (ii) a finding that Assignee purchased the Lease in “good faith,” as such term is used in section 363(m) of the Bankruptcy Code, (iii) an injunction against any holder of a claim against the Assignor from asserting, prosecuting or otherwise pursuing such claim against Assignee, except as expressly provided in this Agreement shall be true Assignment and correct as of Assumption, (iv) a finding that the Lease remains in full force and on each effect, with all parties to the Leases enjoined from asserting against the Assignee any default, breach, acceleration, assignment fees, increases, or any other fees resulting from the Assignor’s assumption and assignment of the date of this Agreement and each Settlement Date, as if first made and restated on each such date.Lease to Assignee; and (d) The Company the Store Closing Sale (as defined in the Approval Order) for the premises related to the Lease shall have issued a press release reasonably acceptable been completed pursuant to the Purchaser, disclosing GOB Order (as defined in the existence of this Agreement and the material terms hereof. The Purchaser may terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. (New York time) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse to the Company, that could reasonably be expected to result in a material and adverse effect on the Company, its business or its prospects or impose liability upon the Purchaser. (f) On the first Settlement Date, the Company shall file with the Commission a prospectus supplement to the Company Registration Statement, in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT"Approval Order).

Conditions. The obligation 6.1 Conditions to the Obligations of Parent Bank and Parent. Notwithstanding any other provision of this Agreement, the Purchaser obligations of Parent Bank and Parent to purchase and ---------- acquire Shares under this Agreement is consummate the Bank Merger are subject to the fulfillment following conditions precedent (or waiver by the Purchaser) of each of the following conditions:except as to those which Parent Bank may choose to waive in writing): (a) The Company Registration Statement: (x) shall be effective as to all Shares, not subject to any threatened or actual stop order and (y) will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. (b) The Company shall have secured the listing of the Shares on the Nasdaq SmallCap Market (subject to official notice of issuance). (c) The representations and warranties of the made by Company made Entities in this Agreement shall be have been true and correct as of and on each of the date of this Agreement and each Settlement Dateas of the Company Entities Merger Effective Time as though made on and as of the Company Entities Merger Effective Time (except to the extent any such representation or warranty expressly speaks as of an earlier date); provided, as however, that notwithstanding anything herein to the contrary, this subsection shall be deemed to have been satisfied even if first made such representations or warranties are not so true and restated correct unless the failure of such representations or warranties to be so true and correct, individually or in the aggregate, has had, or would reasonably be likely to have, a Material Adverse Effect on each Company; provided, further, that in determining, solely for purposes of this subsection, whether the failure of such date.representations or warranties to be so true and correct, individually or in the aggregate, has had, or would reasonably be likely to have, a Material Adverse Effect on Company, any materiality exceptions contained in such representations and warranties shall not be considered; (b) Company Entities shall have performed in all material respects all obligations and shall have complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by them prior to or at the Effective Time; (c) since the date hereof, Company shall not have suffered a Material Adverse Effect; (d) The no regulatory authority shall impose any non-customary or unduly burdensome condition relating to the Bank Merger or the Subsidiary Merger, the Company Entities Merger and the Op Sub Merger such that it would substantially deprive Parent Bank or Parent of the economic benefits of the Bank Merger, as determined in the reasonable judgment of Parent Bank or Parent; (e) as of the last day of the month immediately preceding the Closing Date (the “Measurement Date”), as recorded on its books, which shall be maintained in accordance with GAAP, Company shall have issued a press release reasonably acceptable have: (i) total stockholders’ equity (“Stockholders’ Equity”) (excluding from Stockholders’ Equity the effect of any changes after December 31, 2002 related to accounting for the value of investment securities available for sale) of not less than $56,000,000 plus (A) an amount equal to the Purchaser, disclosing Exercised Option Adjustment and (B) $500,000 per month for the existence period commencing on the date of this Agreement and continuing through the material terms hereof. The Purchaser may Measurement Date; provided that the calculation of the Company’s net income for purposes of determining its Stockholders’ Equity as of the Measurement Date shall exclude (1) all costs directly related to this Agreement, including, without limitation, professional fees, fees to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & ▇▇▇▇▇, Inc., severance payments, filing fees, printing costs and steps taken to terminate its obligation to acquire Shares under this Agreement if the Company shall not have issued such press release by 8:30 a.m. ESOP and/or the 401(k) Plan and (New York time2) on May 9, 2003. (e) There shall be no litigation, investigation, inquiry all amounts paid or proceeding pending or threatened in writing (including without limitation with the Commission, the Nasdaq Stock Market, or the NASD) that challenges or calls into the question the transactions contemplated hereby or, if determined in a manner adverse accrued pursuant to the Companyretention program to be put in place after the date hereof; (ii) an ALL of no less than 1.25% of Company Entities’ total loans held for investment and loans held for sale, that could reasonably be expected to result less undisbursed loan funds and unamortized yield adjustments; and (iii) an average of Core Deposits as of the last day of each month in a material 2003 through and adverse effect on including the Company, its business Measurement Date of not less than $310,000,000; “Core Deposits” means total deposits less certificates of deposit of $100,000 or its prospects or impose liability upon the Purchaser.more; (f) On Parent Bank shall have received a certificate signed by the first Settlement Presidents and Chief Executive Officers of Company Entities, dated as of the Company Entities Merger Effective Time, certifying that based upon his best knowledge, the conditions set forth in Sections 6.1(a), (b), (c) and (e) hereof have been satisfied; (g) Parent Bank shall have received an opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ LLP, counsel to Parent and Parent Bank, dated the Closing Date, to the effect that the Bank Merger will be treated for Federal income tax purposes as a reorganization within the meaning of Section 368(a) of the Code, and that each of Company Bank, Parent Bank and Parent will be a party to that reorganization within the meaning of Section 368(b) of the Code; (h) the Board of Directors of the Company shall file with have adopted resolutions terminating the Commission a prospectus supplement ESOP and the 401(k) Plan pursuant to the Section 5.12(b); and (i) each Company Registration Statement, Entities outside director shall have executed and delivered an agreement as required in agreed form, in order to evidence and disclose the offer and sale of the Shares issued hereunder (the "SUPPLEMENT")Section 5.13(b) hereof.