Common use of Contracts; Debt Instruments Clause in Contracts

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues of $1,000,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000; (D) to the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Offer or the Merger, or the consummation of the other transactions contemplated hereby; (E) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or with any person or in any geographic area or which would so limit in any material respect the freedom of the Company or any subsidiary of the Company after the Effective Time; or (F) any other agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the future. (iii) Set forth in Section 4.1(p)(iii) of the Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or subject to: : (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; ; (B) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues of $1,000,000 per annum or more with other persons; ; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000; ; (D) to the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Offer or the Merger, or the consummation of the other transactions contemplated hereby; ; (E) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or with any person or in any geographic area or which would so limit in any material respect the freedom of the Company or any subsidiary of the Company after the Effective Time; or or (F) any other agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise 15 disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the future. (iii) Set forth in Section 4.1(p)(iii) of the Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.currently

Contracts; Debt Instruments. (ia) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.18(a)(i) through (v) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or subject to: (Ai) any union contract, or ; (ii) any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 100,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000500,000, respectively, and is not terminable by it or its subsidiary Subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (Biii) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 100,000 per annum or more with other persons; (Civ) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000100,000; (Dv) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $500,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, the closing of the Offer Stock Option Agreement or the Merger, Stockholders Agreement or the consummation of the Offer, the Merger or the Notes Tender Offers or the other transactions contemplated hereby;by this Agreement, the Stock Option Agreement, the Stockholders Agreement or the documents pursuant to which the Notes Tender Offers will be made; or (Evi) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non-competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (b) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 4.18(a)(i) through (v) and Section 4.18(c) of the Company Disclosure Schedule or otherwise disclosed in the Company SEC Documents are valid and binding agreements of the Company or any subsidiary a Subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its Subsidiaries nor, to the knowledge of the Company, any other agreementparty thereto, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license such contract, plan, arrangement, agreement, lease, license, Permit, instrument or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the futureother commitment. (iiic) Set forth in Section 4.1(p)(iii4.18(c) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $500,000 1 million is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii4.18(c), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person; and, except as set forth in Section 4.18(c) of the Company Disclosure Schedule, none of the agreements, instruments or obligations set forth in (A) through 38 47 (K) above are affected by the consummation of the Offer or the Merger, or the other transactions contemplated hereby.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.1(q)(i)(A)-(E) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 200,000 or $250,000500,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000; (D) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $2,000,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, the closing of the Offer Agreement or the Merger, Tender Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby;by this Agreement or the Tender Agreement; or (E) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non-competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (ii) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 4.1(q)(i)(A)-(E) and Section 4.1(q)(iv) of the Company Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents are valid and binding agreements of the Company or any a subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its subsidiaries nor, to the knowledge of the Company, any other party thereto, is in default in any material respect under the terms of any such contract, plan, arrangement, agreement, contract, policylease, license, Permit, document, instrument, arrangement instrument or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a wholeother commitment. (iiiii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 1,000,000 or more per annum, or any other material license or distribution agreement or arrangement. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F4.1(q)(i)(A)-(E) of the Company Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate reduced the amount of, of its business with the Company or any of its subsidiaries in the future. (iiiiv) Set forth in Section 4.1(p)(iii4.1(q)(iv) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 5,000,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii4.1(q)(iv), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F) of the Disclosure Disclo- sure Schedule, neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contract, or any employment, consultingconsult- ing, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultantcon- sultant, director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultantconsult- ant, director or employee in excess of $100,000 or $250,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues of $1,000,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000; (D) to the Company's knowledge, any material agreementagree- ment, contract, policy, license, Permit, document, instrumentPermit document instru- ment, arrangement or commitment which has not been terminated termi- nated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Offer or the Merger, or the consummation of the other transactions contemplated hereby; (E) any agreement, contract, policy, license, PermitPer- mit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or with any person or in any geographic area or which would so limit in any material respect the freedom of the Company or any subsidiary of the Company after the Effective Time; or (F) any other agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material mate- rial to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement arrange- ment that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise disclosed dis- closed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries sub- sidiaries in the future. (iii) Set forth in Section 4.1(p)(iii) of the Disclosure Disclo- sure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunderthere- under. For purposes of this Section 4.1(p)(iii), "indebtednessindebted- ness" shall mean, with respect to any person, without duplicationduplica- tion, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such personper- son, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased pur- chased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.or

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.1(r) of the Disclosure ScheduleSched- ule, neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contractcollective bargaining or other agreements with labor unions, trade unions, employee representatives, work committees, guilds or associations representing em- ployees of the Company and its subsidiaries; (B) any employment, employment consulting, severance, terminationtermina- tion, or indemnification agreement, contract or arrangement providing for future paymentsarrange- ment, written or oral, with any current or former officer, consultant, director or employee which (1) exceeds provides for payments in excess of $200,000 75,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract con- tract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 150,000 or $250,000, respectively, and which in any case is not terminable by it the Company or its subsidiary subsidiaries on 30 60 days' notice or less without penalty or obligation to make payments related to or after such termination; (BC) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve in- volve a sharing of revenues of $1,000,000 100,000 per annum or more with other persons; (CD) any lease for real or personal property in which the amount of payments which the Company is required to make make, or is expected to receive, on an annual basis exceeds ex- ceeds $1,000,00050,000; (DE) to the Company's knowledge, any material agreement, contract, policy, license, PermitLi- cense, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Offer or the Merger, or the consummation con- summation of the other transactions contemplated hereby; (EF) any agreement, contract, policy, licenseLicense, Permit, documentdocu- ment, instrument, arrangement or commitment that materi- ally limits in any material respect the freedom of the Company or any subsidiary of the Company its sub- sidiaries to compete in any line of business or with any person or in any geographic area or which would so materi- ally limit in any material respect the freedom of the Company or any subsidiary of the Company its sub- sidiaries or Parent, Merger Subsidiary or any of their subsidiaries after the Effective Time; (G) any agreement or contract relating to any out- standing commitment for capital expenditures in excess of $50,000 individually or $200,000 in the aggregate, or any partially or fully executory agreement or contract relat- ing to the acquisition or disposition of rights or assets having a value of in excess of $50,000 individually or $200,000 in the aggregate; (H) any sale-leaseback, conditional sale, exclusive dealing, brokerage, finder's fee or take-or-pay contract or agreement; or (FI) any other agreement, contract, policy, license, PermitLicense, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge None of the Company, as its subsidiaries and, to the Knowledge of the date hereofCompany, none of the other parties to any of the contracts and agreements identified in Section 4.1(p)(i)(A)-(F4.1(r)(i) of the Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents is in default under or has terminatedterminated any such con- tract or agreement, or in any way expressed an intent to materially mate- rially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the future. (iii) Set forth in Section 4.1(p)(iii4.1(r)(iii) of the Disclosure Disclo- sure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. Except as set forth in Section 4.1(r)(iii) of the Disclosure Schedule, all such indebtedness is prepayable at any time without penalty, subject to the notice provisions of the agreements governing such indebtedness (which, except as set forth in Section 4.1(r)(iii) of the Disclosure Schedule, shall not require a notice period of more than thirty days). For purposes of this Section 4.1(p)(iii4.1(r)(iii), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person per- son upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as- sumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materialsma- terials, inventory, services and supplies incurred in the ordinary ordi- nary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination ter- mination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F2.1(p) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 100,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 250,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000500,000; (D) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $500,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, Agreement or the closing Tender Agreement or the consummation of the Offer or the Merger, or the consummation of the other transactions contemplated hereby;by this Agreement or the Tender Agreement; or (E) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non-competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (ii) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 2.1(p) of the Company Disclosure Schedule or otherwise disclosed in the Company SEC Documents are valid and binding agreements of the Company or any a subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its subsidiaries nor, to the knowledge of the Company, any other party thereto, is in default in any material respect under the terms of any such contract, plan, arrangement, agreement, contract, policylease, license, Permit, document, instrument, arrangement instrument or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a wholeother commitment. (iiiii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum, or any other material license or distribution agreement or arrangement. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F2.1(p) of the Company Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate reduced the amount of, of its business with the Company or any of its subsidiaries in the future. (iiiiv) Set forth in Section 4.1(p)(iii2.1(p) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii2.1(p), "indebtednessIndebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in the SEC Reports or on Section 4.1(p)(i)(A)-(F3.1(k)(i) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or subject to: (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000, respectively200,000, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or arrangement or any other agreement which has involved or is expected to involve a sharing of revenues of $1,000,000 200,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000200,000; (D) to the Company's knowledge, any material agreement, contract, policy, license, Permitpermit, document, instrument, arrangement or commitment which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected by reason of the execution of this Agreement, the closing of the Offer or the Merger, or the consummation of the other transactions contemplated hereby; (E) any agreement, contract, policy, license, Permitpermit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary Subsidiary of the Company to compete in any line of business or with any person or in any geographic area or which would so limit in any material respect the freedom of the Company or any subsidiary Subsidiary of the Company after the Effective Time; or (F) any other agreement, contract, policy, license, Permitpermit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries Subsidiaries taken as a whole. (ii) All of the Company Material Contracts are valid and in full force and effect, except to the extent they have previously expired in accordance with their terms, and other than as could not reasonably be expected to have a Material Adverse Effect on the Company. Neither the Company nor its Subsidiaries has violated any subsidiary provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default under the provisions of, any such Company Material Contract, and neither the Company is in default in nor any material respect under of its Subsidiaries has received notice that any party to any Company Material Contract intends to cancel, terminate or otherwise modify the terms of any exclusive license applicable Company Material Contract, except in each case, as could not reasonably be expected to have, individually or distribution agreement or arrangement thatin the aggregate, by its terms, provides for payments to a Material Adverse Effect on the Company or any of its subsidiaries of $500,000 or more per annumCompany. To the knowledge of the Company, as of the date hereof, none of the parties no counterparty to any such Company Material Contract has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time, or both, could reasonably be expected to constitute a default or other breach under the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule provisions of, such Company Material Contract, except for defaults or otherwise disclosed breaches which could not reasonably be expected, individually or in the Company Filed SEC Documents has terminatedaggregate, or in any way expressed an intent to materially reduce or terminate have a Material Adverse Effect on the amount of, its business with the Company or any of its subsidiaries in the futureCompany. (iii) Set forth in Section 4.1(p)(iii3.1(k)(iii) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $500,000 300,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii3.1(k)(iii), "indebtedness" shall mean, with respect to any personPerson, without duplication, (A) all obligations of such person Person for borrowed money, or with respect to deposits or advances of any kind to such personPerson, (B) all obligations of such person Person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person Person upon which interest charges are customarily paid, (D) all obligations of such person Person under conditional sale or other title retention agreements relating to property purchased by such personPerson, (E) all obligations of such person Person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person Person to creditors for raw materials, inventory, services services, supplies and supplies other trade payables incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such personPerson, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such personPerson, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person Person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person Person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person Person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person Person of any indebtedness of any other personPerson.

Contracts; Debt Instruments. (i) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.1(q)(i)(A)-(E) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries is a party to or subject to: (A) any union contract, or any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 200,000 or $250,000500,000, respectively, and is not terminable by it or its subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (B) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 per annum or more with other persons; (C) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000; (D) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $2,000,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, the closing of the Offer Agreement or the Merger, Tender Agreement or the consummation of the Offer, the Merger or the other transactions contemplated hereby;by this Agreement or the Tender Agreement; or (E) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non-competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (ii) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 4.1(q)(i)(A)-(E) and Section 4.1(q)(iv) of the Company Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents are valid and binding agreements of the Company or any a subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its subsidiaries nor, to the knowledge of the Company, any other party thereto, is in default in any material respect under the terms of any such contract, plan, arrangement, agreement, contract, policylease, license, Permit, document, instrument, arrangement instrument or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a wholeother commitment. (iiiii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 1,000,000 or more per annum, or any other material license or distribution agreement or arrangement. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F4.1(q)(i)(A)-(E) of the Company Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate reduced the amount of, of its business with the Company or any of its subsidiaries in the future. (iiiiv) Set forth in Section 4.1(p)(iii4.1(q)(iv) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries in an aggregate principal amount in excess of $500,000 5,000,000 is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii4.1(q)(iv), "indebtednessINDEBTEDNESS" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person.

Contracts; Debt Instruments. (ia) Except As of September 27, 2001 and except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.18(a)(i) through (v) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or subject to: (Ai) any union contract, or ; (ii) any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 100,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000500,000, respectively, and is not terminable by it or its subsidiary Subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (Biii) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 100,000 per annum or more with other persons; (Civ) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000100,000; (Dv) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $500,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, the closing of the Offer Stock Option Agreement or the Merger, Stockholders Agreement or the consummation of the Offer, the Merger or the Notes Tender Offers or the other transactions contemplated hereby;by this Agreement, the Stock Option Agreement, the Stockholders Agreement or the documents pursuant to which the Notes Tender Offers will be made; or (Evi) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non-competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (b) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 4.18(a)(i) through (v) and Section 4.18(c) of the Company Disclosure Schedule or otherwise disclosed in the Company SEC Documents are valid and binding agreements of the Company or any subsidiary a Subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its Subsidiaries nor, to the knowledge of the Company, any other agreementparty thereto, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license such contract, plan, arrangement, agreement, lease, license, Permit, instrument or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the futureother commitment. (iiic) Set forth in Section 4.1(p)(iii4.18(c) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $500,000 1 million is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii4.18(c), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person; and, except as set forth in Section 4.18(c) of the Company Disclosure Schedule, none of the agreements, instruments or obligations set forth in (A) through (K) above are affected by the consummation of the Offer or the Merger, or the other transactions contemplated hereby.

Contracts; Debt Instruments. (ia) Except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.18(a)(i) through (v) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or subject to: (Ai) any union contract, or ; (ii) any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 100,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000500,000, respectively, and is not terminable by it or its subsidiary Subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (Biii) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 100,000 per annum or more with other persons; (Civ) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000100,000; (Dv) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $500,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, the closing of the Offer Stock Option Agreement or the Merger, Stockholders Agreement or the consummation of the Offer, the Merger or the Notes Tender Offers or the other transactions contemplated hereby;by this Agreement, the Stock Option Agreement, the Stockholders Agreement or the documents pursuant to which the Notes Tender Offers will be made; or (Evi) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non- competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (b) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 4.18(a)(i) through (v) and Section 4.18(c) of the Company Disclosure Schedule or otherwise disclosed in the Company SEC Documents are valid and binding agreements of the Company or any subsidiary a Subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its Subsidiaries nor, to the knowledge of the Company, any other agreementparty thereto, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license such contract, plan, arrangement, agreement, lease, license, Permit, instrument or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the futureother commitment. (iiic) Set forth in Section 4.1(p)(iii4.18(c) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $500,000 1 million is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii4.18(c), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased pur chased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any other person; and, except as set forth in Section 4.18(c) of the Company Disclosure Schedule, none of the agreements, instruments or obligations set forth in (A) through (K) above are affected by the consummation of the Offer or the Merger, or the other transactions contemplated hereby.

Contracts; Debt Instruments. (ia) Except As of September 27, 2001 and except as otherwise disclosed in Section 4.1(p)(i)(A)-(F4.18(a)(i) through (v) of the Company Disclosure Schedule, neither the Company nor any of its subsidiaries Subsidiaries is a party to or subject to: (Ai) any union contract, or ; (ii) any employment, consulting, severance, termination, or indemnification agreement, contract or arrangement providing for future payments, written or oral, with any current or former officer, consultant, officer or director or employee which (1) exceeds $200,000 100,000 per annum or (2) requires aggregate annual payments or total payments over the life of such agreement, contract or arrangement to such current or former officer, consultant, director or employee in excess of $100,000 or $250,000500,000, respectively, and is not terminable by it or its subsidiary Subsidiary on 30 days' notice or less without penalty or obligation to make payments related to such termination; (Biii) any joint venture contract or similar arrangement or any other agreement not in the ordinary course of business which has involved or is expected to involve a sharing of revenues of $1,000,000 100,000 per annum or more with other persons; (Civ) any lease for real or personal property in which the amount of payments which the Company is required to make on an annual basis exceeds $1,000,000100,000; (Dv) to the knowledge of the Company's knowledge, any material agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment involving revenues to the Company in excess of $500,000 which has not been terminated or performed in its entirety and not renewed which may be, by its terms, terminated, impaired or adversely affected terminated by reason of the execution of this Agreement, the closing of the Offer Stock Option Agreement or the Merger, Stockholders Agreement or the consummation of the Offer, the Merger or the Notes Tender Offers or the other transactions contemplated hereby;by this Agreement, the Stock Option Agreement, the Stockholders Agreement or the documents pursuant to which the Notes Tender Offers will be made; or (Evi) any agreement, contract, policy, license, Permit, document, instrument, arrangement or commitment that limits in any material respect the freedom of the Company or any subsidiary of the Company to compete in any line of business or provides for an express non-competition covenant with any person or in any geographic area or and which would so limit limits in any material respect the freedom ability of the Company to compete in its current business lines. (b) All contracts, policies, agreements, leases, licenses, Permits, documents, instruments, arrangements and other commitments listed in Section 4.18(a)(i) through (v) and Section 4.18(c) of the Company Disclosure Schedule or otherwise disclosed in the Company SEC Documents are valid and binding agreements of the Company or any subsidiary a Subsidiary of the Company after and are in full force and effect, and neither the Effective Time; or (F) Company, any of its Subsidiaries nor, to the knowledge of the Company, any other agreementparty thereto, contract, policy, license, Permit, document, instrument, arrangement or commitment not made in the ordinary course of business which is material to the Company and its subsidiaries taken as a whole. (ii) Neither the Company nor any subsidiary of the Company is in default in any material respect under the terms of any exclusive license such contract, plan, arrangement, agreement, lease, license, Permit, instrument or distribution agreement or arrangement that, by its terms, provides for payments to the Company or any of its subsidiaries of $500,000 or more per annum. To the knowledge of the Company, as of the date hereof, none of the parties to any of the contracts identified in Section 4.1(p)(i)(A)-(F) of the Disclosure Schedule or otherwise disclosed in the Company Filed SEC Documents has terminated, or in any way expressed an intent to materially reduce or terminate the amount of, its business with the Company or any of its subsidiaries in the futureother commitment. (iiic) Set forth in Section 4.1(p)(iii4.18(c) of the Company Disclosure Schedule is (A) a list of all loan or credit agreements, notes, bonds, mortgages, indentures and other agreements and instruments pursuant to which any indebtedness of the Company or any of its subsidiaries Subsidiaries in an aggregate principal amount in excess of $500,000 1 million is outstanding or may be incurred and (B) the respective principal amounts currently outstanding thereunder. For purposes of this Section 4.1(p)(iii4.18(c), "indebtedness" shall mean, with respect to any person, without duplication, (A) all obligations of such person for borrowed money, or with respect to deposits or advances of any kind to such person, (B) all obligations of such person evidenced by bonds, debentures, notes or similar instruments, (C) all obligations of such person upon which interest charges are customarily paid, (D) all obligations of such person under conditional sale or other title retention agreements relating to property purchased by such person, (E) all obligations of such person issued or assumed as the deferred purchase price of property or services (excluding obligations of such person to creditors for raw materials, inventory, services and supplies incurred in the ordinary course of such person's business), (F) all capitalized lease obligations of such person, (G) all obligations of others secured by any Lien on property or assets owned or acquired by such person, whether or not the obligations secured thereby have been assumed, (H) all obligations of such person under interest rate or currency swap transactions (valued at the termination value thereof), (I) all letters of credit issued for the account of such person (excluding letters of credit issued for the benefit of suppliers to support accounts payable to suppliers incurred in the ordinary course of business), (J) all obligations of such person to purchase securities (or other property) which arises out of or in connection with the sale of the same or substantially similar securities or property, and (K) all guarantees and arrangements having the economic effect of a guarantee of such person of any indebtedness of any 38 other person; and, except as set forth in Section 4.18(c) of the Company Disclosure Schedule, none of the agreements, instruments or obligations set forth in (A) through (K) above are affected by the consummation of the Offer or the Merger, or the other transactions contemplated hereby.