Common use of Organization, Qualification, Etc Clause in Contracts

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) Acquiror is a limited liability company duly organized, validly existing and in good standing under the laws of The Company Netherlands and Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction state of its incorporation Nevada and each has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofAcquiror. The copies of the CompanyAcquiror's certificate Articles of Association and Bylaws and Sub's articles of incorporation and bylaws which have been delivered to CNT Target are complete and correct and in full force and effect. (b) effect on the date hereof. Each of the CompanyAcquiror's Significant Subsidiaries (as defined in Section 9.11) is an entity duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyAcquiror. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyAcquiror's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyAcquiror, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually Acquiror is a party under which no event of default has occurred or in the aggregate, have a Material Adverse Effect on the Companyarisen. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personAcquiror.

Organization, Qualification, Etc. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its incorporation organization and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's Articles of Incorporation, as amended, and Amended and Restated By-laws and Merger Sub's charter and by-laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Significant Subsidiaries is a corporation or partnership duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, aggregate have a Material Adverse Effect on the CompanyParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by the CompanyParent, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually or Parent is a party. Except as disclosed in the aggregateParent SEC Reports, have a Material Adverse Effect on the Company. There there are no existing options, warrantsoptions (except for those set forth in Section 4.2 below), rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation Parent or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personMerger Sub.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation California and has the all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which such failure to be so qualified or to be in good standing in the aggregate, would not have a Material Adverse Effect on the Company. The Company Disclosure Letter lists the locations of all offices of the Company or any of its Subsidiaries. The copies of the Company's Restated and Amended Articles of Incorporation and by laws which have been made available to Parent are complete and correct and in full force and effect on the date hereof. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for such jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Companyencumbrances. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered made available to CNT Parent a complete and correct copies copy of the certificate of incorporation charter and bylaws by laws or other organizational documents of each of the Subsidiaries, each as amended to the date hereof and each such document is in full force and effect. As used in this Agreement, "Subsidiary" means with respect to the Company's Subsidiaries. A complete listing , Parent or Merger Sub, as the case may be, any entity, whether incorporated or unincorporated, of which at least a majority of the Company's Subsidiaries is set forth in Section 3.1(b) securities or ownership interests having by their terms ordinary voting power to elect a majority of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) board of the Company Disclosure Letter, the Company does not directors or other persons performing similar functions is directly or indirectly own any equity owned or similar interest in, controlled by such party or any interest convertible into by one or exchangeable more of its respective Subsidiaries or exercisable for any equity by such party and one or similar interest in, any corporation, partnership, joint venture or other business association or other personmore of its respective Subsidiaries.

Organization, Qualification, Etc. (a) The Company Representing Party is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the Laws laws of the jurisdiction of its incorporation and has the corporate power and authority to own own, operate and lease all of its properties and assets and to carry on its business as it is now being conducted, conducted or presently proposed to be conducted and is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the CompanyRepresenting Party and its Subsidiaries, taken as a whole. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on the Company" or with respect to a Representing Party, means an Event such state of facts, event, change or effect that (i) has had, had or would reasonably be expected to have, have a material adverse effect on the assets, liabilities, business, results of operations or financial condition (financial or otherwise) of the Company Representing Party and its Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of the Representing Party and its Subsidiaries, taken as a whole, or (ii) would reasonably shall not be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be deemed a Material Adverse Effect on the Company: (x) any change in the market price or trading volume for purposes of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofthis Agreement. The copies of the Companyeach Representing Party's certificate Certificate of incorporation Incorporation and bylaws Bylaws which have been delivered to CNT the other Representing Party are complete and correct and in full force and effect. (b) Each of the CompanyRepresenting Party's Significant Subsidiaries is an entity a corporation duly organized, validly existing and in good standing (where applicableor other equivalent status) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own own, operate and lease its assets properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyRepresenting Party. Each Representing Party has made available to the other Representing Party complete and correct copies of the certificate of incorporation, bylaws or other similar governing documents which are in full force and effect for each of such Representing Party's Significant Subsidiaries that are not directly or indirectly wholly owned. (c) All the outstanding shares of capital stock of, or other ownership interests in, the CompanyRepresenting Party's Subsidiaries are validly issued, fully paid and non-assessable and are owned of record and beneficially by the Companysuch Representing Party, directly or indirectly, free and clear of all liensEncumbrances. As used in this Agreement, claimsthe term "Encumbrance" means any mortgage, pledge, lien, charge, encumbrance, defect, security interestsinterest, charges claim, option or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Companyrestriction of any kind. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements"i) relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation Representing Party or bylaws or other organizational documents of any of the Company's its Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any equity of the Representing Party's Subsidiaries, (ii) warrants, calls, options or similar interest other rights to acquire from the Representing Party or any of its Subsidiaries, or any obligations of the Representing Party or any of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any corporationsecurities convertible into or exchangeable or exercisable for, partnershipany capital stock, joint venture voting securities or other business association ownership interests in any of the Representing Party's Subsidiaries, or other person(iii) obligations of the Representing Party or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of the Representing Party's Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would does not, individually or in the aggregate, have a Material Adverse Effect on the Company (as hereinafter defined) on the Company). As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on or with respect to the "Company" or "Parent," as the case may be, means an Event such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or financial condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT filed or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 (the "Company's 1997 Form 10-K") are complete and correct and in full force and effecteffect on the date hereof. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so organized, existing, qualified or in good standing would does not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Significant Subsidiaries (as such term is defined in Rule 1-02 of Regulation S-X of the Securities and Exchange Commission (the "SEC") (each such Subsidiary, a "Significant Subsidiary")) are validly issued, fully paid and non-assessable and and, other than directors' qualifying shares, are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, aggregate do not have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company, other than directors' qualifying shares. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Significant Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard customary rights with respect to corporate governance (including rights to notices) and rights of indemnification of directors and officers. The Company has delivered to CNT Parent complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's SubsidiariesSignificant Subsidiaries which is not wholly owned by the Company and/or another of its wholly owned Subsidiaries (ignoring for this purpose directors' qualifying shares). A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personentity that directly or indirectly conducts any activity which is material to the Company and its Subsidiaries taken as a whole.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation and Delaware, has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted, and . The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as hereinafter defineddefined in Section 8.11) on the Company. As used in this Agreement, any reference The Company has delivered or made available to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The Parent copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT by-laws of the Company. Such certificate of incorporation and by-laws are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its certificate of incorporation or by-laws. (b) Each of the Company's Subsidiaries is an a corporation or other business entity duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, . Each of the Company's Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company, directly Company or indirectlyits Subsidiaries, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character kind (each, a "Share ArrangementsLien") relating to except a lien in favor of Lenders. All the issued or unissued outstanding shares of capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of are wholly owned by the Company's Subsidiaries, directly or indirectly. A complete listing of Other than the Company's Subsidiaries is set forth listed in Section 3.1(b) 3.1 of the Company Disclosure Letter. Except for the Company's Subsidiaries listed Schedule, there are no Persons (as defined in Section 3.1(b8.11) of in which the Company Disclosure Letterowns, the Company does not directly of record or indirectly own beneficially, any direct or indirect equity or similar interest in, or any interest convertible into right (contingent or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personotherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on or with respect to the Company" Company or Parent, as the case may be, means an Event such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or financial condition (financial or otherwise) of the Company and its Subsidiaries (as defined in Section 8.12), taken as a whole, or Parent and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of as the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofcase may be. The copies of the Company's certificate of incorporation and bylaws by-laws which have been delivered to CNT Parent are complete and correct and in full force and effect. (b) . Each of the Company's Subsidiaries is an entity a corporation or partnership duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries which are corporations are validly issued, fully paid and non-assessable and all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are owned by the Company, directly or indirectly, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges or other encumbrances of any kind (each, a "EncumbrancesLien"). Other than as set forth in partnership agreements relating to partnerships involving the Company or any of its Subsidiaries, except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There there are no existing options, warrantsoptions (other than the Option Agreement), rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements claims or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) The Company FDC is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on FDC. The copies of FDC's Restated Certificate of Incorporation and by-laws which have been delivered to R&B are complete and correct and in full force and effect on the date hereof. Each of FDC's Significant Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyFDC. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyFDC's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyFDC, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually FDC is a party under which no event of default has occurred or in the aggregate, have a Material Adverse Effect on the Companyarisen. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personFDC.

Organization, Qualification, Etc. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its incorporation organization and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, in the aggregate, reasonably be expected to have a Material Adverse Effect on Parent. The copies of Parent's Articles of Incorporation, as amended, and Amended and Restated Bylaws and Merger Sub's charter and bylaws which have been made available to Company are complete and correct and in full force and effect on the date of this Agreement. Each of Parent's Significant Subsidiaries is a corporation, partnership or limited liability company duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate, partnership or limited liability company power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. All Except as disclosed in Parent Filed SEC Reports, all the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Significant Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable nonassessable and are owned by the CompanyParent, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")Liens, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually or Parent is a party. Except as disclosed in the aggregateParent Filed SEC Reports, have a Material Adverse Effect on the Company. There there are no existing options, warrantsoptions (except for those set forth in Section 4.2 below), rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company. None of the certificates of incorporation Parent or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personMerger Sub.

Organization, Qualification, Etc. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its incorporation organization and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development Parent or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofMerger Sub. The copies of the CompanyParent's certificate Articles of incorporation Incorporation, as amended, and bylaws Amended and Restated By-laws and Merger Sub's charter and by-laws which have been delivered made available to CNT the Company are complete and correct and in full force and effect. (b) effect on the date of this Agreement. Each of the CompanyParent's Significant Subsidiaries (a) is an entity a corporation, partnership or limited liability company duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, (b) has the corporate corporate, partnership or limited liability company power and authority to own its assets properties and to carry on its business as it is now being conducted, and (c) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except in case of clauses (a) and (c) for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub and except in the Companycase of clause (b) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Subsidiaries and Merger Sub are (y) validly issued, fully paid and non-assessable and are (z) owned by the CompanyParent, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")Liens, except for Encumbrances which would not, individually or in the aggregate, case of clause (y) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on Parent and except in the Companycase of clause (z) for restrictions contained in credit agreements and similar instruments to which Parent is a party and for such exceptions as would be immaterial to Parent. There Except as disclosed in Parent SEC Reports, there are no existing optionsoutstanding subscriptions, warrants, options (except for those set forth in Section 4.2 below), rights of first refusal, conversion rights, preemptive rights, calls, commitments, calls or rights or other arrangements or obligations commitments obligating any Subsidiary of the Parent or Merger Sub to issue any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation Parent or bylaws or other organizational documents of any of the Company's Subsidiaries purport Merger Sub, except as would be immaterial to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personParent.

Organization, Qualification, Etc. (a) The Company Target is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Nevada and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the CompanyTarget. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on or with respect to Target or Acquiror, as the Company" case may be, means an Event such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of continuing operations or financial condition (financial or otherwise) of the Company Target and its Subsidiaries, taken as a whole, or Acquiror and its Subsidiaries (ii) would reasonably be expected to prevent or substantially delay consummation of as defined in Section 9.11), taken as a whole, as the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a case may be. A Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any shall not be deemed to include material adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions changes affecting the industries in which oilfield services industry or the Company participates, the U.S. United States economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofgenerally. The copies of the CompanyTarget's certificate Articles of incorporation Incorporation and bylaws Bylaws which have been delivered to CNT Acquiror are complete and correct and in full force and effect. (b) Each effect on the date hereof. Except as set forth on Schedule 4.1, each of the CompanyTarget's Subsidiaries is an entity a corporation duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyTarget. All Except as set forth on Schedule 4.1, all the outstanding shares of capital stock of, or other ownership interests in, the CompanyTarget's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyTarget, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually Target is a party under which no event of default has occurred or in the aggregate, have a Material Adverse Effect on the Companyarisen. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personTarget.

Organization, Qualification, Etc. (a) The Company R&B is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on R&B. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to R&B or Parent, as the case may be, means such state of facts, event, change or effect that has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of R&B and its Subsidiaries (as defined in Section 10.11), taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be. The copies of R&B's certificate of incorporation and by-laws which have been delivered to FDC are complete and correct and in full force and effect on the date hereof. Each of R&B's Significant Subsidiaries (as defined in Section 10.11) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. R&B. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyR&B's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyR&B, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually R&B is a party under which no event of default has occurred or in the aggregate, have a Material Adverse Effect on the Companyarisen. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person R&B other than options to purchase common stock of Devco issued pursuant to the Reading & ▇▇▇▇▇ Development Co. 1997 Incentive Plan (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person"Devco Plan").

Organization, Qualification, Etc. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the failure to be so qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on Parent. The copies of the Parent's certificate of incorporation and by-laws which have been delivered to the Company are complete and correct and in full force and effect. Each of the Parent's Subsidiaries (including Merger Sub) is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyParent, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyLiens. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements claims or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personParent.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation England and Wales, and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted, and . The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as hereinafter defineddefined in Section 9.11) on the Company. As used in this Agreement, any reference The Company has delivered or made available to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The Purchaser copies of the incorporation documents of the Company's certificate of . Such incorporation and bylaws which have been delivered to CNT documents are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its charter documents. (b) Each of/any of the Company's ’s Subsidiaries that may exist is an a corporation or other business entity duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, . Each of the Company’s Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's ’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company, directly Company or indirectlyits Subsidiaries, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character kind ("Share Arrangements") relating to each, a “Lien”). All the issued or unissued outstanding shares of capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of ’s Subsidiaries are wholly owned by the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws , directly or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is indirectly, except as set forth in the Company Disclosure Schedule. Other than the Subsidiaries listed in Section 3.1(b) 3.1 of the Company Disclosure Letter. Except for the Company's Subsidiaries listed Schedule, there are no Persons (as defined in Section 3.1(b9.11) of in which the Company Disclosure Letterowns, the Company does not directly of record or indirectly own beneficially, any direct or indirect equity or similar interest in, or any interest convertible into right (contingent or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personotherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company Each of Parent and Merger Sub is a corporation duly organized, validly existing and in good standing under the Laws laws of the its jurisdiction of its incorporation organization and has the all requisite corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for such jurisdictions in which the failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on Parent or Merger Sub. The copies of Parent's certificate of incorporation, as amended, and by laws, as amended, and Merger Sub's certificate of incorporation and by laws which have been made available to the Company are complete and correct and in full force and effect on the date hereof. Each of Parent's Subsidiaries is duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has all requisite corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, aggregate have a Material Adverse Effect on the CompanyParent or Merger Sub. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Subsidiaries and Merger Sub are validly issued, fully paid and non-assessable and are owned by the CompanyParent, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.and

Organization, Qualification, Etc. (a) The Company Each of Discount and Sub is a corporation duly organized, validly existing and of active status or in good standing under the Laws laws of the its jurisdiction of its incorporation organization and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is of active status or in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofDiscount. The copies of the CompanyDiscount's Restated Articles of Incorporation and by-laws and Sub's certificate of incorporation and bylaws by-laws which have been delivered made available to CNT Hi/Lo are complete and correct and in full force and effecteffect on the date hereof. Neither Discount nor Sub is in violation of any of the provisions of its respective Articles or Certificate of Incorporation or Bylaws. (b) Discount does not own directly or indirectly, any equity or other ownership interest in any corporation, partnership, joint venture or other entity or enterprise, except for the Discount Subsidiaries. Discount is not subject to any corporate or contractual obligation or requirement to make any investment, loan or capital contribution to any corporation, partnership, joint venture or other entity or enterprise, except pursuant to this Agreement and to its Subsidiaries. Each of the CompanyDiscount's Corporate Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyDiscount. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyDiscount's Corporate Subsidiaries and Sub are validly issued, fully paid and non-assessable and are owned by the CompanyDiscount, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which Discount is a party under which no event of default exists and no event has occurred which with the giving of notice or passage of time would not, individually or in the aggregate, have a Material Adverse Effect on the Companyconstitute an event of default thereunder. There are no existing subscriptions, options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements agreements or obligations conversion rights of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Corporate Subsidiary of the Company. None of the certificates of incorporation Discount or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personSub.

Organization, Qualification, Etc. (a) The Company Parent is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would does not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofParent. The copies of the CompanyParent's certificate of incorporation and bylaws which have been delivered to CNT filed or incorporated by reference in Parent's Annual Report on Form 10-K for the year ended December 31, 1997 ("Parent's 1997 Form 10-K") are complete and correct and in full force and effecteffect on the date hereof. (b) Each of the CompanyParent's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so organized, existing, qualified or in good standing would does not, individually or in the aggregate, have a Material Adverse Effect on the CompanyParent. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyParent's Significant Subsidiaries are validly issued, fully paid and non-assessable and and, other than directors' qualifying shares, are owned by the CompanyParent, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, aggregate do not have a Material Adverse Effect on the CompanyParent. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") Arrangements relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the CompanyParent, other than directors' qualifying shares. None of the certificates of incorporation or bylaws or other organizational documents of any of the CompanyParent's Significant Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders stockholders pro rata in accordance with their holdings and (2) standard customary rights with respect to corporate governance (including rights to notices) and rights of indemnification of directors and officers. The Company Parent has delivered to CNT the Company complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the CompanyParent's SubsidiariesSignificant Subsidiaries which is not wholly owned by Parent and/or another of its wholly owned Subsidiaries (ignoring for this purpose directors' qualifying shares). A complete listing of the CompanyParent's Subsidiaries is set forth in Section 3.1(b4.1(b) of the Company Parent Disclosure Letter. Except for the CompanyParent's Subsidiaries listed in Section 3.1(b4.1(b) of the Company Parent Disclosure Letter, the Company Parent does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personentity that directly or indirectly conducts any activity which is material to Parent and its Subsidiaries taken as a whole. Neither Parent nor any of its Subsidiaries is the beneficial owner of any Shares.

Organization, Qualification, Etc. (a) The Company Katy is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own and lease its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the CompanyKaty Group. Except as set forth on Schedule 3.2(a), Katy owns, directly or indirectly, all of the capital stock of --------------- each of the corporations and all of the equity interest of each of the other entities set forth on Schedule 3.1 (each a "Subsidiary" and collectively, the ------------ "Subsidiaries"). Except as set forth on Schedule 3.1, each Subsidiary is duly ------------ and validly organized and in good standing under the laws of the jurisdiction listed on Schedule 3.1, and each Subsidiary is duly qualified as a foreign ------------ corporation or other entity in good standing in each jurisdiction where the conduct of its business requires such qualification, except where the failure to be so qualified would not, individually or in the aggregate, have a Material Adverse Effect on the Katy Group. Except as set forth in Schedule 3.2(a), Katy --------------- does not own, and does not have any obligation to acquire, any equity interest in any business enterprise other than the Subsidiaries. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on or with respect to the Company" Katy Group or Purchaser means an Event such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the assetsfinancial condition, liabilitiesbusinesses, businessoperations, properties (including tangible properties), results of operations operations, assets (including, without limitation, any Material Contract) or condition prospects of Katy and the Subsidiaries (financial or otherwise) of collectively, the Company and its Subsidiaries"Katy Group"), taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of Purchaser, as the case may be; provided, however , that none of the transactions contemplated by this Agreement; provided that following shall be deemed in themselves, either alone or in combination, to constitute, and none of the following shall be taken into account in determining whether there has been or will be be, a Material Adverse Effect on or with respect to the CompanyKaty Group: any adverse circumstance, change in, or effect relating to (xi) the announcement or pendency of the Offer or the Preferred Stock Purchase, (ii) compliance with the terms of, or the taking of any action required or contemplated by, this Agreement or (iii) actions required to be taken under applicable laws, rules or regulations, so long as any such action does not disproportionately affect the Katy Group, taken as a whole; and provided, further, that a change in the market price or trading volume of the Company Katy Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would shall not, individually or in the aggregateitself, have be deemed to constitute a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating with respect to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personKaty Group.

Organization, Qualification, Etc. (a) The Company Target is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Nevada and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the CompanyTarget. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on or with respect to Target or Acquiror, as the Company" case may be, means an Event such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of continuing operations or financial condition (financial or otherwise) of the Company Target and its Subsidiaries, taken as a whole, or Acquiror and its Subsidiaries (ii) would reasonably be expected to prevent or substantially delay consummation of as defined in Section 9.11), taken as a whole, as the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a case may be. A Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any shall not be deemed to include material adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions changes affecting the industries in which oil field services industry or the Company participates, the U.S. United States economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofgenerally. The copies of the CompanyTarget's certificate Articles of incorporation Incorporation and bylaws Bylaws which have been delivered to CNT Acquiror are complete and correct and in full force and effect. (b) Each effect on the date hereof. Except as set forth on Schedule 4.1, each of the CompanyTarget's Subsidiaries is an entity a corporation duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyTarget. All Except as set forth on Schedule 4.1, all the outstanding shares of capital stock of, or other ownership interests in, the CompanyTarget's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyTarget, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually Target is a party under which no event of default has occurred or in the aggregate, have a Material Adverse Effect on the Companyarisen. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personTarget.

Organization, Qualification, Etc. (a) The Company MDC is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Maryland and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the CompanyMDC. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on or with respect to MDC or Boeing, as the Company" case may be, means an Event such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or financial condition of MDC and its Subsidiaries (financial as defined in Section 9.11), taken as a whole, or otherwise) of the Company Boeing and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of as the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofcase may be. The copies of the CompanyMDC's certificate of incorporation charter and bylaws by-laws which have been delivered to CNT Boeing are complete and correct and in full force and effect. (b) effect on the date hereof. Each of the CompanyMDC's Significant Subsidiaries (as defined in Section 9.11) is an entity a corporation duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyMDC. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyMDC's Significant Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyMDC, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually MDC is a party under which no event of default has occurred or in the aggregate, have a Material Adverse Effect on the Companyarisen. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Significant Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person MDC (other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letterfirst refusal, the Company does not directly or indirectly own any equity preemptive rights or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personrights held by MDC with respect to certain of such Subsidiaries).

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on the Company. The copies of the Company's charter and by-laws which have been delivered to Parent are complete and correct and in full force and effect on the date hereof. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, aggregate have a Material Adverse Effect on the Company. The Company has previously provided to Parent true and correct copies of the articles and by-laws of each Material Subsidiary (as defined in Regulation S-K promulgated under the Securities Act of 1933) and each such organizational document is in full force and effect on the date hereof. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually or in the aggregate, have Company is a Material Adverse Effect on the Companyparty. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws (as defined in Section 3.6) of the jurisdiction of its incorporation Delaware and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would does not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defineddefined in Section 3.1(b)) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies Copies of the Company's certificate articles of incorporation organization and bylaws which have been delivered to CNT filed or incorporated by reference in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 are complete and correct and in full force and effecteffect on the date hereof. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so organized, existing, qualified or in good standing would does not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, aggregate do not have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard customary rights with respect to corporate governance (including rights to notices) and rights of indemnification of directors and officers. The Company has delivered to CNT Parent complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries that is not wholly owned by the Company and/or another of its wholly owned Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure LetterSchedule. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure LetterSchedule, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personentity. As used in this Agreement, any reference to any state of facts, event, change or effect having a "Material Adverse Effect" on or with respect to the "Company" or "Parent," as the case may be, means such state of facts, event, change or effect that (i) has had, or would reasonably be expected to have, a material adverse effect on the business, results of operations or financial condition of the Company and its Subsidiaries, taken as a whole, or Parent and its Subsidiaries, taken as a whole, as the case may be, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on the Company. The copies of the Company's charter and by-laws which have been made available to Parent are complete and correct and in full force and effect on the date hereof. Each of the Company's Significant Subsidiaries (as defined in Regulation S-X promulgated under the Securities Act of 1933, as amended (the "Securities Act")) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, aggregate have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Companyencumbrances. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not in the aggregate have a Material Adverse Effect on the Company. The copies of the Company's charter and by-laws which have been delivered to Parent are complete and correct and in full force and effect on the date hereof. Each of the Company's Subsidiaries is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, aggregate have a Material Adverse Effect on the Company. The Company has previously provided to Parent true and correct copies of the articles and by-laws of each Material Subsidiary (as defined in Regulation S-K promulgated under the Securities Act of 1933) and each such organizational document is in full force and effect on the date hereof. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-non- assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")encumbrances, except for Encumbrances restrictions contained in credit agreements and similar instruments to which would not, individually or in the aggregate, have Company is a Material Adverse Effect on the Companyparty. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements calls or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction of its incorporation England, and has the corporate power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted, and . The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect (as hereinafter defineddefined in Section 9.11) on the Company. As used in this Agreement, any reference The Company has delivered or made available to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The Purchaser copies of the incorporation documents of the Company's certificate of . Such incorporation and bylaws which have been delivered to CNT documents are complete and correct and in full force and effect, and the Company is not in violation of any of the provisions of its charter documents. (b) Each of the Company's ’s Subsidiaries is an a corporation or other business entity duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, . Each of the Company’s Subsidiaries (i) has the corporate or other organizational power and authority required for it to own its properties and assets and to carry on its business as it is now being conducted, conducted and (ii) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's ’s Subsidiaries are duly authorized, validly issued, fully paid and non-assessable and are owned by the Company, directly Company or indirectlyits Subsidiaries, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character kind ("Share Arrangements") relating to each, a “Lien”). All the issued or unissued outstanding shares of capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of ’s Subsidiaries are wholly owned by the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws , directly or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is indirectly, except as set forth in the Company Disclosure Schedule. Other than the Subsidiaries listed in Section 3.1(b) 3.1 of the Company Disclosure Letter. Except for the Company's Subsidiaries listed Schedule, there are no Persons (as defined in Section 3.1(b9.11) of in which the Company Disclosure Letterowns, the Company does not directly of record or indirectly own beneficially, any direct or indirect equity or similar interest in, or any interest convertible into right (contingent or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personotherwise) to acquire the same.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority to own its properties and assets and to carry on its business as it is now being conducted, conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect.on (ba) Each of the Company's Subsidiaries is an entity a corporation, general partnership, limited partnership or limited liability company duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, (b) has the corporate corporate, general partnership, limited partnership or limited liability company power and authority to own its assets properties and to carry on its business as it is now being conducted, and (c) is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except in the case of clauses (a) and (c) for jurisdictions in which such failure to be so organized, existing, qualified or to be in good standing would not, individually or not in the aggregate, aggregate reasonably be expected to have a Material Adverse Effect on the Company and except in the case of clause (b) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are (y) validly issued, fully paid and non-assessable nonassessable and are (z) owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances")Liens, except for Encumbrances which would not, individually or in the aggregate, case of clause (y) for such exceptions as would not in the aggregate reasonably be expected to have a Material Adverse Effect on the CompanyCompany and except in the case of clause (z) for restrictions and Liens contained in credit agreements and similar instruments to which the Company is a Party and except for such exceptions as are disclosed in the Company SEC Reports and those that would be immaterial to the Company and its Subsidiaries, taken as a whole. There Except as set forth in the Company SEC Reports, there are no existing outstanding subscriptions, options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, calls or rights or other arrangements or obligations commitments of any character ("Share Arrangements") relating obligating any Subsidiary of the Company to the issued or unissued issue any capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport , except those that would be immaterial to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letterand its Subsidiaries, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other persontaken as a whole.

Organization, Qualification, Etc. (a) The Company Each of PPC and Merger Sub is and will be upon the Effective Time a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation and Delaware. PPC has the corporate all requisite power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted, presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would notstanding, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofPPC. The copies of the Company's certificate PPC Certificate of incorporation Incorporation and bylaws which have been delivered to CNT Bylaws in existence on the date hereof are included as part of Section 4.1 of the PPC Disclosure Schedule and are complete and correct and in full force and effect. (b) effect on the date hereof. Each of the CompanyPPC's Significant Subsidiaries is an a corporation or (as indicated in Section 4.1 of the PPC Disclosure Schedule) other legal entity duly organized, validly existing and and, to the extent such concept or similar concept exists in the relevant jurisdiction, in good standing (where applicable) under the Laws laws of the state or other jurisdiction of its jurisdiction of incorporation or other organization, has the corporate all requisite power and authority to own own, lease and operate its properties and assets and to carry on its business as it is now being conducted, presently conducted and is duly qualified and licensed to do business and is in good standing in each jurisdiction in which the ownership or leasing of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or to be in good standing would notstanding, individually or in the aggregate, would not be reasonably likely to have a Material Adverse Effect on the CompanyPPC. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None Subsidiaries of the certificates PPC and their respective jurisdictions of incorporation or bylaws or other organizational documents organization (together with a designation of any those Subsidiaries constituting Significant Subsidiaries of PPC) are identified in Section 4.1 of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company PPC Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other personSchedule.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority and all necessary governmental approvals to own its properties and assets and to carry on its business as it is now being conducted and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its properties or the conduct of its business requires such qualification, except for jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in Section 9.4(b)) on the Company. The copies of the Restated Certificate of Incorporation of the Company (the "Company Certificate") and the By-laws of the Company (the "Company By-laws") that have been delivered to Parent are complete and correct and in full force and effect on the date hereof, and the Company is not in violation of any of the provisions of the Company Certificate or the Company By-laws. (b) Each of the Company's Subsidiaries (as defined in Section 9.4(b)) is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization, has the power and authority and all necessary governmental approvals to own its properties and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which the lack of such necessary governmental approvals or the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws which have been delivered to CNT are complete and correct and in full force and effect. (b) Each of the Company's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the Company, directly or indirectly, free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) The Company ASARCO is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the Laws laws of the jurisdiction of its incorporation and has the corporate power and authority to own own, operate and lease all of its properties and assets and to carry on its business as it is now being conducted, conducted or presently proposed to be conducted and is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect (on ASARCO and its Subsidiaries, taken as hereinafter defined) on the Companya whole. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on the Company" or with respect to ASARCO or Parent, means an Event such state of facts, event, change or effect that (i) has had, had or would reasonably be expected to have, have a material adverse effect on the assets, liabilities, business, results of operations or financial condition (of ASARCO or Parent and their respective Subsidiaries, taken as a whole; PROVIDED, HOWEVER, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of ASARCO or otherwise) of the Company Parent and its their respective Subsidiaries, taken as a whole, or (ii) would reasonably shall not be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be deemed a Material Adverse Effect on the Company: (x) any change in the market price or trading volume for purposes of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofthis Agreement. The copies of the CompanyASARCO's certificate Certificate of incorporation Incorporation and bylaws By-laws which have been delivered to CNT Parent and the Purchaser are complete and correct and in full force and effect. (b) Each of the CompanyASARCO's Significant Subsidiaries is an entity a corporation duly organized, validly existing and in good standing (where applicableor other equivalent status) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own own, operate and lease its assets properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect on ASARCO. ASARCO has made available to Parent and the Company. Purchaser complete and correct copies of the certificate of incorporation, bylaws or other similar governing documents which are in full force and effect for each of ASARCO's Significant Subsidiaries that are not directly or indirectly wholly owned. (c) All the outstanding shares of capital stock of, or other ownership interests in, the CompanyASARCO's Subsidiaries are validly issued, fully paid and non-assessable and are owned of record and beneficially by the CompanyASARCO, directly or indirectly, free and clear of all liensEncumbrances. As used in this Agreement, claimsthe term "Encumbrance" means any mortgage, pledge, lien, charge, encumbrance, defect, security interestsinterest, charges claim, option or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Companyrestriction of any kind. There are no existing options, warrants, rights (i) securities of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements ASARCO or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's its Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any equity of ASARCO's Subsidiaries, (ii) warrants, calls, options or similar interest other rights to acquire from ASARCO or any of its Subsidiaries, or any obligations of ASARCO of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any corporationsecurities convertible into or exchangeable or exercisable for, partnershipany capital stock, joint venture voting securities or other business association ownership interests in any of ASARCO's Subsidiaries, or other person(iii) obligations of ASARCO or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of ASARCO's Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Organization, Qualification, Etc. (a) The Company ASARCO is a corporation duly organized, validly existing and in good standing (or other equivalent status) under the Laws laws of the jurisdiction of its incorporation and has the corporate power and authority to own own, operate and lease all of its properties and assets and to carry on its business as it is now being conducted, conducted or presently proposed to be conducted and is duly qualified to do business and is in good standing (or other equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect (on ASARCO and its Subsidiaries, taken as hereinafter defined) on the Companya whole. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development change or effect ("Event") having a "Material Adverse Effect Effect" on the Company" or with respect to ASARCO or Parent, means an Event such state of facts, event, change or effect that (i) has had, had or would reasonably be expected to have, have a material adverse effect on the assets, liabilities, business, results of operations or financial condition (of ASARCO or Parent and their respective Subsidiaries, taken as a whole; provided, however, that any adverse effect that copper prices have had or may have on the business, results of operations or financial condition of ASARCO or otherwise) of the Company Parent and its their respective Subsidiaries, taken as a whole, or (ii) would reasonably shall not be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be deemed a Material Adverse Effect on the Company: (x) any change in the market price or trading volume for purposes of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofthis Agreement. The copies of the CompanyASARCO's certificate Certificate of incorporation Incorporation and bylaws By-laws which have been delivered to CNT Parent and the Purchaser are complete and correct and in full force and effect. (b) Each of the CompanyASARCO's Significant Subsidiaries is an entity a corporation duly organized, validly existing and in good standing (where applicableor other equivalent status) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own own, operate and lease its assets properties and to carry on its business as it is now being conducted or presently proposed to be conducted, and is duly qualified to do business and is in good standing (or equivalent status) in each jurisdiction in which the ownership ownership, operation or leasing of its properties or assets or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing (or other equivalent status) would not, individually or in the aggregate, have a Material Adverse Effect on ASARCO. ASARCO has made available to Parent and the Company. Purchaser complete and correct copies of the certificate of incorporation, bylaws or other similar governing documents which are in full force and effect for each of ASARCO's Significant Subsidiaries that are not directly or indirectly wholly owned. (c) All the outstanding shares of capital stock of, or other ownership interests in, the CompanyASARCO's Subsidiaries are validly issued, fully paid and non-assessable and are owned of record and beneficially by the CompanyASARCO, directly or indirectly, free and clear of all liensEncumbrances. As used in this Agreement, claimsthe term "Encumbrance" means any mortgage, pledge, lien, charge, encumbrance, defect, security interestsinterest, charges claim, option or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Companyrestriction of any kind. There are no existing options, warrants, rights (i) securities of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements ASARCO or obligations of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's its Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for shares of capital stock or other voting securities or ownership interests in any equity of ASARCO's Subsidiaries, (ii) warrants, calls, options or similar interest other rights to acquire from ASARCO or any of its Subsidiaries, or any obligations of ASARCO of its Subsidiaries to issue, any capital stock, voting securities or other ownership interests in, or any corporationsecurities convertible into or exchangeable or exercisable for, partnershipany capital stock, joint venture voting securities or other business association ownership interests in any of ASARCO's Subsidiaries, or other person(iii) obligations of ASARCO or any of its Subsidiaries to repurchase, redeem or otherwise acquire any outstanding securities of ASARCO's Subsidiaries or to issue, deliver or sell, or cause to be issued, delivered or sold, any such securities.

Organization, Qualification, Etc. (a) The Company is a corporation duly organized, validly existing and in good standing under the Laws laws of the jurisdiction State of its incorporation Delaware and has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own its properties and assets and to carry on its business as it is now being conducted, and . The Company is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets properties or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defineddefined in Section 8.12) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereof. The copies of the Company's certificate of incorporation and bylaws by-laws which have been delivered to CNT Newco are complete and correct and in full force and effect. (b) . Each of the Company's Subsidiaries (as defined in Section 8.12) is an entity a corporation or partnership duly organized, validly existing and in good standing (where applicable) under the Laws laws of its jurisdiction of incorporation or organization, has the corporate power and authority and possesses all governmental franchises, licenses, permits, authorizations and approvals necessary to enable it to own its assets properties and to carry on its business as it is now being conducted, and . Each of the Company's Subsidiaries is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets property or the conduct of its business requires such qualification, except for jurisdictions in which such the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the Company. All the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries which are corporations are validly issued, fully paid and non-assessable and all the outstanding shares of capital stock of, or other ownership interests in, the Company's Subsidiaries are owned by the Company, directly or indirectly, free and clear of all liens, claims, mortgages, encumbrances, pledges, security interests, equities or charges or other encumbrances of any kind (each, a "EncumbrancesLien"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements claims or obligations commitments of any character ("Share Arrangements") relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the Company. None of the certificates of incorporation or bylaws or other organizational documents of any of the Company's Subsidiaries purport to grant rights to any person other than (1) customary rights given to all shareholders pro rata in accordance with their holdings and (2) standard rights of indemnification of directors and officers. The Company has delivered to CNT complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the Company's Subsidiaries. A complete listing of the Company's Subsidiaries is set forth in Section 3.1(b) of the Company Disclosure Letter. Except for the Company's Subsidiaries listed in Section 3.1(b) of the Company Disclosure Letter, the Company does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other business association or other person.

Organization, Qualification, Etc. (a) The Company Media Metrix is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofMedia Metrix. The copies of the CompanyMedia Metrix's certificate of incorporation and bylaws which have been delivered to CNT filed or incorporated by reference in Media Metrix's Annual Report on Form 10-K for the year ended December 31, 1999 ("Media Metrix's 1999 Form 10-K") are complete and correct and in full force and effecteffect on the date hereof. (b) Each of the CompanyMedia Metrix's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyMedia Metrix. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyMedia Metrix's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyMedia Metrix, directly or indirectly, and such ownership is free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") Arrangements relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the CompanyMedia Metrix. None of the certificates of incorporation or bylaws or other organizational documents of any of the CompanyMedia Metrix's Subsidiaries purport to grant rights to any person other than (1) customary rights with respect to corporate governance given to all shareholders stockholders pro rata in accordance with their holdings and (2) standard customary rights of indemnification of directors and officers. The Company Media Metrix has delivered to CNT Jupiter complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the CompanyMedia Metrix's Subsidiaries. . (c) A complete listing of the CompanyMedia Metrix's Subsidiaries is set forth in Section 3.1(b4.1(c) of the Company Media Metrix Disclosure Letter. Except for the Company's Subsidiaries listed as set forth in Section 3.1(b4.1(c) of the Company Media Metrix Disclosure Letter, the Company Media Metrix does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other venture, business association or other person. (d) Merger Sub has engaged in no business or other activities other than in connection with the transactions contemplated hereby. Merger Sub is a wholly owned

Organization, Qualification, Etc. (a) The Company Media Metrix is a corporation duly organized, validly existing and in good standing under the Laws of the jurisdiction of its incorporation and has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such failure to be so qualified or to be in good standing would not, individually or in the aggregate, have a Material Adverse Effect (as hereinafter defined) on the Company. As used in this Agreement, any reference to any state of facts, circumstance, event, change, occurrence, development or effect ("Event") having a "Material Adverse Effect on the Company" means an Event that (i) has had, or would reasonably be expected to have, a material adverse effect on the assets, liabilities, business, results of operations or condition (financial or otherwise) of the Company and its Subsidiaries, taken as a whole, or (ii) would reasonably be expected to prevent or substantially delay consummation of the transactions contemplated by this Agreement; provided that none of the following shall be taken into account in determining whether there has been or will be a Material Adverse Effect on the Company: (x) any change in the market price or trading volume of the Company Common Stock after the date hereof; or (y) any adverse effect on the Company (provided there is not a materially disproportionate effect on the Company), attributable solely to conditions affecting the industries in which the Company participates, the U.S. economy as a whole or foreign economies in any locations where the Company or any of its Subsidiaries has material operations or sales, including as a result of a worsening of current conditions caused by acts of terrorism or war (whether or not declared) occurring after the date hereofMedia Metrix. The copies of the CompanyMedia Metrix's certificate of incorporation and bylaws which have been delivered to CNT filed or incorporated by reference in Media Metrix's Annual Report on Form 10-K for the year ended December 31, 1999 ("Media Metrix's 1999 Form 10-K") are complete and correct and in full force and effecteffect on the date hereof. (b) Each of the CompanyMedia Metrix's Subsidiaries is an entity duly organized, validly existing and in good standing (where applicable) under the Laws of its jurisdiction of incorporation or organization, has the corporate power and authority to own its assets and to carry on its business as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its assets or the conduct of its business requires such qualification, except for jurisdictions in which such where the failure to be so organized, existing, qualified or in good standing would not, individually or in the aggregate, have a Material Adverse Effect on the CompanyMedia Metrix. All the outstanding shares of capital stock of, or other ownership interests in, the CompanyMedia Metrix's Subsidiaries are validly issued, fully paid and non-assessable and are owned by the CompanyMedia Metrix, directly or indirectly, and such ownership is free and clear of all liens, claims, security interests, charges or other encumbrances ("Encumbrances"), except for Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect on the Company. There are no existing options, warrants, rights of first refusal, conversion rights, preemptive rights, calls, commitments, arrangements or obligations of any character ("Share Arrangements") Arrangements relating to the issued or unissued capital stock or other securities of, or other ownership interests in, any Subsidiary of the CompanyMedia Metrix. None of the certificates of incorporation or bylaws or other organizational documents of any of the CompanyMedia Metrix's Subsidiaries purport to grant rights to any person other than (1) customary rights with respect to corporate governance given to all shareholders stockholders pro rata in accordance with their holdings and (2) standard customary rights of indemnification of directors and officers. The Company Media Metrix has delivered to CNT Jupiter complete and correct copies of the certificate of incorporation and bylaws or other organizational documents of each of the CompanyMedia Metrix's Subsidiaries. . (c) A complete listing of the CompanyMedia Metrix's Subsidiaries is set forth in Section 3.1(b4.1(c) of the Company Media Metrix Disclosure Letter. Except for the Company's Subsidiaries listed as set forth in Section 3.1(b4.1(c) of the Company Media Metrix Disclosure Letter, the Company Media Metrix does not directly or indirectly own any equity or similar interest in, or any interest convertible into or exchangeable or exercisable for any equity or similar interest in, any corporation, partnership, joint venture or other venture, business association or other person. (d) Merger Sub has engaged in no business or other activities other than in connection with the transactions contemplated hereby. Merger Sub is a wholly owned Subsidiary of Media Metrix. The copies of Merger Sub's certificate of incorporation and bylaws provided to Jupiter are complete and correct and are in full force and effect on the date hereof.