Common use of Tender Offer Clause in Contracts

Tender Offer. (a) Parent shall have the option (the "Tender Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer (the "Offer") to purchase any and all of the Company Common Stock at a price per share equal to the Merger Consideration, net to the selling stockholder in cash and (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents with the SEC (collectively, the "Offer Documents"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub or any other Subsidiary of Parent, represents at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

Tender Offer. (a) Parent Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the option other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Tender Offer OptionConditions") at ), as soon as reasonably practicable, and in any time prior to the date the Proxy Statement is first mailed to the stockholders event within five Business Days after public announcement of the Company to cause this Agreement, Merger Sub to (A) will commence (within the meaning of Rule 14d-2 under the Exchange Act) an a tender offer (the "Offer") to purchase any and for all of the Company Common Stock outstanding Shares (as defined below) at a price of $25.50 per share equal to the Merger ConsiderationShare in cash, net to the selling stockholder in cash and (B) after affording the Company a reasonable opportunity to review and comment thereonseller, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents with the SEC (collectivelyand, the "Offer Documents"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered and in accordance with the terms and conditions of the Offer, prior accept for payment Shares that are validly tendered and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated and (ii) the twentieth Business Day after the commencement of the Offer; provided, however, and notwithstanding anything to the contrary in the foregoing, it is understood and agreed that (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer or if, the applicable waiting periods under the HSR Act have not expired or been earlier terminated, Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and (B) Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) for an aggregate period not to exceed twenty Business Days if on such expiration date there shall not have been validly tendered and not withdrawn, a withdrawn at least the number of shares Shares necessary to permit the Merger to be effected without a meeting of Company Common Stock thatthe Company's stockholders, together with and; provided, further, that all extensions of the shares of Company Common Stock then owned Offer made by Parent and/or Merger Sub or any (other Subsidiary of Parent, represents than at least a majority the request of the shares of Company) shall not extend the Offer beyond September 5, 1999. Parent and Merger Sub agree that until September 5, 1999 Merger Sub shall from time to time extend the Offer at such times as the Company Common Stock outstanding on a fully-diluted basis (may request for five Business Days for each extension, but shall in no event extend the "Minimum Condition") and to the other conditions set forth in Annex I heretoOffer beyond September 5, 1999. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offershall not, provided that without the prior written consent of the Company, (i) decrease the Minimum Condition may not be waivedprice per Share offered in the Offer, (ii) no change may be made that changes the form of consideration to be paidoffered or payable in the Offer, decreases decrease the price per share numbers of Company Common Stock or the number of shares of Company Common Stock Shares sought in the Offer or imposes Offer, change the conditions to the Offer in addition Offer, impose additional conditions to those set forth in Annex I and (iii) no other change may be made to the Offer, amend any term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time to time if, at the scheduled Shares or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) waive the Minimum Condition or those set forth Conditions (as defined in Sections (cAnnex A), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

Tender Offer. (a) Parent shall have Pursuant to an Offer to Purchase conforming to the option requirements of applicable law, including the rules and regulations of the SEC, this Agreement and otherwise in customary form (the "Tender Offer OptionOFFER TO PURCHASE") at any time prior ), and subject to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) terms and conditions set forth in this Agreement, Newco will commence (within the meaning of Rule 14d-2 under of the Exchange Act) ), and SDI will cause Newco to commence, as soon as practicable but not more than 10 Business Days after the execution hereof, an offer to purchase (the "OfferOFFER") to purchase any and all of the outstanding shares of Class A Common Stock, $0.01 par value, of the Company (the "CLASS A COMMON STOCK"), and Class B Common Stock, $0.01 par value, of the Company (the "CLASS B COMMON STOCK" together with the Class A Common Stock collectively, the "SHARES") at a price of $5.00 per share equal to the Merger ConsiderationShare, net to the selling stockholder seller in cash and (B) after affording the Company a reasonable opportunity to review and comment thereoncash, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents with the SEC (collectively, the "Offer Documents"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition (which may not be waived without the written consent of the Company) that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a withdrawn the number of shares of Company Common Stock Shares that, together with the shares of Company Common Stock then Shares owned by Parent and/or Merger Sub or any other Subsidiary of Parentthe Investors and their Affiliates, represents at least a majority of the shares outstanding Shares of the Company Common Stock outstanding on a fully-diluted basis (the "Minimum ConditionMINIMUM CONDITION") and to ), the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any this Agreement, and applicable provisions of the conditions Exchange Act. Newco will, and SDI will cause Newco to, accept for purchase and pay for all Shares duly tendered, commencing at the later of (such later date, as extended as permitted in this Agreement, being referred to herein as the "EXPIRATION DATE") (a) 20 Business Days following commencement of the Offer and to make any change in (b) 12:00 noon New York time on the terms first Business Day following the satisfaction or waiver of or all conditions to the Offer, provided that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration Newco's obligation to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of the shares of Company Common Stockpurchase Shares. Notwithstanding the foregoing, without the consent of the Company, Merger Sub SDI and Newco shall have the right to extend the Offer (i) from time to time time, if, at the scheduled Expiration Date or any extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date waived; provided that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, if any of the conditions to the Offer are is not satisfied or waived by Parent, Parent may, but shall not be required to, extend on the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the scheduled Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I SDI and Newco shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.unless such condition or

Tender Offer. (a) As promptly as practicable following the execution hereof, Parent shall have and Parent Sub will amend the option Initial Offer (the "Tender Initial Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer (as amended, the "Offer") to provide (i) for a purchase any and all of the Company Common Stock at a price per share equal to Share (including the Merger Consideration, net to the selling stockholder in cash and (Bassociated Rights) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO of $61.00 (the "Schedule TOPer Share Price"), (ii) for the period the Offer is to remain open to be shortened to provide for the expiration of the Offer at 12:00 midnight on Friday, December 20, 1996 and (iii) for the consummation of the Offer to be subject only to the conditions (the "Offer Conditions") and all other necessary documents with the SEC set forth on Annex A hereto (collectively, the "Offer DocumentsAmendments"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub or any other Subsidiary of Parent, represents at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without Without the prior written consent of the Company, neither Parent nor Parent Sub shall (i) change or waive the Minimum Condition may not be waived(as defined in Annex A), (ii) no reduce the number of Shares subject to the Offer, (iii) reduce the price per Share to be paid pursuant to the Offer, (iv) extend the Offer if all of the Offer Conditions have been satisfied or waived, (v) change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought payable in the Offer Offer, (vi) amend, modify, or imposes conditions add to the Offer Conditions (provided, that Parent or Parent Sub in addition to those set forth in Annex I and its sole discretion may waive any such conditions other than the Minimum Condition) or (iiivii) no amend any other change may be made to any term of the Offer in any a manner adverse to the holders of the shares of Company Common StockShares. Notwithstanding the foregoing, Parent and Parent Sub may, without the consent of the Company, Merger Sub shall have the right to (A) extend the Offer (i) from time to time ifOffer, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to the Offer Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived or waived, (iiB) extend the Offer for any period required by any statute, rule, regulation, interpretation or position of the SEC or the staff thereof any other governmental authority or agency (domestic, foreign or supranational) applicable to the Offer, and (C) extend the Offer for any reason on one or any period required by applicable law. The Offer shall remain open until more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that is twenty would otherwise be permitted under clauses (20A) Business Days after the commencement and (B) of this sentence; and, if at any scheduled expiration date of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are Conditions have not been satisfied or waived by ParentParent or Parent Sub but are capable of being satisfied in the reasonable opinion of Parent and Parent Sub, on the written request of the Company, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by Offer for up to twenty business days in the Company, if at aggregate from the Expiration Date (or any extended originally scheduled expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Actthereof. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Parent Sub shall, will promptly pay for all Shares tendered and Parent shall cause it to, accept for payment and pay for, not withdrawn pursuant to the Offer as promptly soon as practicable after the expiration of the Offer, all shares . The obligation of Company Common Stock validly Parent Sub to accept for payment and pay for Shares tendered and not withdrawn pursuant to the OfferOffer shall be subject only to the satisfaction or waiver of the Offer Conditions.

Tender Offer. (a) Parent shall have As promptly as practicable, but in no event later than five business days after the option (the "Tender Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders public announcement of the Company to execution of this Agreement, Merger Sub will, and the Parent will cause Merger Sub to, offer to (A) commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer (purchase ( the "Offer") to purchase any and all each outstanding share of Common Stock, $0.01 par value (the "Common Stock"), of the Company, including the associated Company Common Stock Right (as defined in Section 3.06) (together with the Company Right, "Company Stock"), tendered pursuant to the Offer at a price of $20.50 per share equal to the Merger Considerationshare, net to the selling stockholder seller in cash cash, and (B) after affording to cause the Company a reasonable opportunity Offer to review and comment thereonremain open until September 16, file a Tender Offer Statement on Schedule TO 1997 (the "Schedule TO") and all other necessary documents with the SEC (collectively, the "Offer DocumentsExpiration Date"), make all deliveries, mailings . The obligations of Merger Sub and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with Parent to consummate the Offer Documents. The and to accept for payment and purchase the Company Stock tendered in the Offer shall will be subject only to the condition that there shall be validly tendered conditions set forth in accordance with Schedule 1.01(a) (Offer Conditions) (the terms of "Offer Conditions"). At the OfferCompany's request, prior to Merger Sub will, and the Parent will cause Merger Sub to, extend the expiration date of the Offer and from time to time for up to an aggregate of ten business days following the Expiration Date if the condition set forth in clause (1) of the first paragraph of the Offer Conditions is not withdrawn, a number of shares of Company Common Stock fulfilled prior to 5:00 p.m. on the Expiration Date. The Parent further agrees that, together with in the shares event that it would otherwise be entitled to terminate the Offer at any scheduled expiration thereof due to the failure of Company Common Stock then owned by Parent and/or Merger Sub one or any other Subsidiary of Parent, represents at least a majority more of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any paragraphs (a), (b), or (c) of clause (2) of the conditions Offer Conditions to be satisfied or waived and it is reasonably likely that such failure can be cured on or before October 14, 1997, it shall give the Offer and to make any change in Company notice thereof and, at the terms of or conditions to the Offer, provided that without the prior written consent request of the Company, extend the Offer until the earlier of (i1) such time as such condition is or conditions are satisfied or waived and (2) the Minimum Condition may date chosen by the Company which shall not be waivedlater than the earlier of (x) October 14, 1997 or (iiy) no the earliest date on which the Company reasonably believes such condition or conditions will be satisfied; provided that, if such condition or conditions are not satisfied by any date chosen by the Company pursuant to this clause (y), the Company may request further extensions of the Offer not beyond October 14, 1997. Merger Sub will not, and the Parent 8/12/97 will cause Merger Sub not to, decrease the price payable in the Offer, change may be made that changes the form of consideration to be paidpayable in the Offer, decreases the price per share of Company Common Stock or reduce the number of shares of Company Common Stock sought subject to the Offer, change the Offer Conditions, impose additional conditions to its obligation to consummate the Offer and to accept for payment and purchase shares of Company Stock tendered in the Offer Offer, or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no change any other change may be made to any term terms of the Offer in any a manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date except that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days Expiration Date to the extent permitted under, and in compliance with, Rule 14d-11 under required by applicable law or if the Exchange ActOffer Conditions are not satisfied. Subject to the foregoing and upon the terms and subject to the conditions of the OfferOffer and this Agreement, Merger Sub shall, and the Parent shall cause it Merger Sub to, accept for payment payment, and pay for, all shares of Company Stock validly tendered and not withdrawn pursuant to the Offer that Merger Sub becomes obligated to accept for payment, and pay for, pursuant to the Offer as promptly as practicable after the expiration of the Offer; except that, all without the prior written consent of the Company, Merger Sub shall not, and the Parent shall cause Merger Sub not to, accept for payment, or pay for, any shares of Company Common Stock validly so tendered and not withdrawn pursuant to unless the OfferMinimum Condition (as defined in the Offer Conditions) shall have been satisfied.

Tender Offer. (a) Parent Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in paragraphs (a) through (g) of Annex A hereto shall have occurred or be existing and the option other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Tender Offer OptionConditions") at ), as soon as reasonably practicable, and in any time prior to the date the Proxy Statement is first mailed to the stockholders event within five Business Days after public announcement of the Company to cause this Agreement, Merger Sub to (A) will commence (within the meaning of Rule 14d-2 under the Exchange Act) an a tender offer (the "OfferOFFER") to purchase any and for all of the Company Common Stock outstanding Shares (as defined below) at a price of $25.50 per share equal to the Merger ConsiderationShare in cash, net to the selling stockholder in cash and (B) after affording the Company a reasonable opportunity to review and comment thereonseller, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents with the SEC (collectivelyand, the "Offer Documents"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered and in accordance with the terms and conditions of the Offer, prior accept for payment Shares that are validly tendered and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated and (ii) the twentieth Business Day after the commencement of the Offer; PROVIDED, HOWEVER, and notwithstanding anything to the contrary in the foregoing, it is understood and agreed that (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer or if, the applicable waiting periods under the HSR Act have not expired or been earlier terminated, Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and (B) Merger Sub may extend and reextend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) for an aggregate period not to exceed twenty Business Days if on such expiration date there shall not have been validly tendered and not withdrawn, a withdrawn at least the number of shares Shares necessary to permit the Merger to be effected without a meeting of Company Common Stock thatthe Company's stockholders, together with and; PROVIDED, FURTHER, that all extensions of the shares of Company Common Stock then owned Offer made by Parent and/or Merger Sub or any (other Subsidiary of Parent, represents than at least a majority the request of the shares of Company) shall not extend the Offer beyond September 5, 1999. Parent and Merger Sub agree that until September 5, 1999 Merger Sub shall from time to time extend the Offer at such times as the Company Common Stock outstanding on a fully-diluted basis (may request for five Business Days for each extension, but shall in no event extend the "Minimum Condition") and to the other conditions set forth in Annex I heretoOffer beyond September 5, 1999. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offershall not, provided that without the prior written consent of the Company, (i) decrease the Minimum Condition may not be waivedprice per Share offered in the Offer, (ii) no change may be made that changes the form of consideration to be paidoffered or payable in the Offer, decreases decrease the price per share numbers of Company Common Stock or the number of shares of Company Common Stock Shares sought in the Offer or imposes Offer, change the conditions to the Offer in addition Offer, impose additional conditions to those set forth in Annex I and (iii) no other change may be made to the Offer, amend any term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time to time if, at the scheduled Shares or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) waive the Minimum Condition or those set forth Conditions (as defined in Sections (cAnnex A), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.

Tender Offer. Provided that this Agreement shall not have been terminated in accordance with Section 10 hereof and none of the events set forth in paragraphs (a) Parent through (g) of Annex A hereto shall have occurred or be existing and the option other conditions to the Offer specified in Annex A shall have been satisfied (together with such events, the "Tender Offer OptionConditions") at ), as soon as reasonably practicable, and in any time prior to the date the Proxy Statement is first mailed to the stockholders event within five Business Days after public announcement of the Company to cause this Agreement, Merger Sub to (A) commence (will commence, within the meaning of Rule 14d-2 under the Exchange Act) an Act (as defined below), a tender offer (the "Offer") to purchase any and for all of the Company Common Stock outstanding Shares (as defined below) at a price of $12.50 per share equal to the Merger ConsiderationShare in cash, net to the selling stockholder in cash and (B) after affording the Company a reasonable opportunity to review and comment thereonseller, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents with the SEC (collectivelyand, the "Offer Documents"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered and in accordance with the terms and conditions of the Offer, prior accept for payment Shares that are validly tendered pursuant to the Offer and not withdrawn immediately following (unless the Offer shall have been extended in accordance with the terms hereof) the later of (i) the date on which the waiting period under the HSR Act has expired or has been terminated, (ii) the date on which the waiting period under the Exon-Florxx Xxxndment to the Omnibus Trade and Competitiveness Act of 1988 has expired or has been terminated, and (iii) 6 the twentieth Business Day after the commencement of the Offer, unless this Agreement is terminated in accordance with Section 10, in which case the Offer (whether or not previously extended in accordance with the terms hereof) shall expire on such date of termination; provided, however, and notwithstanding anything to the contrary in the foregoing, Parent and Merger Sub agree that unless the Company is in material breach of this Agreement, if any of the Offer Conditions specified in paragraphs (a) or (c) of Annex A exists at the time of the scheduled expiration date of the Offer, Merger Sub shall from time to time extend the Offer at such times as the Company may request for five Business Days for each extension, but shall in no event extend the Offer beyond June 30, 2000, and, provided, further, it is understood and agreed that unless Parent or Merger Sub is in material breach of this Agreement (A) if any of the Offer Conditions specified in paragraphs (a) through (h) of Annex A exists at the time of the scheduled expiration date of the Offer, Merger Sub may extend and re-extend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension) so that the expiration date of the Offer (as so extended) is as soon as reasonably practicable or advisable after the date on which the particular Offer Condition no longer exists, and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or (B) Merger Sub or any other Subsidiary of Parent, represents at least a majority of the shares of Company Common Stock outstanding on a fullymay extend and re-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer on one or more occasions for periods of time (not to exceed ten Business Days for any particular extension): (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC (as defined below) or the its staff thereof applicable to the Offer or Offer, (ii) for any period required by applicable law. The Offer shall remain open until the law and (C) if on such expiration date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent there shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn more than 50%, but less than 80%, of the outstanding number of Shares, for an aggregate period of twenty days beyond the latest expiration date that would be permitted under this sentence; provided, further, that all extensions of the Offer made by Merger Sub (other than at the request of the Company) shall not extend the Offer beyond June 30, 2000. Merger Sub shall not, without the prior written consent of the Company, decrease the price per Share offered in the Offer, change the form of consideration offered or payable in the Offer, decrease the numbers of Shares sought in the Offer, change the conditions to the Offer, impose additional conditions to the Offer, amend any term of the Offer, in each case, in any manner adverse to the holders of Shares or waive the Minimum Conditions (as defined in Annex A). Notwithstanding the above, in the event that Merger Sub has not, on or before June 30, 2000, accepted pursuant to the OfferOffer for payment more than 50% of the outstanding Shares of the Company (on a fully diluted basis), then the Agreement may be terminated by the Board of Directors of either Parent or the Company; unless such purchase shall not have occurred because of a material breach of this Agreement by the party seeking to terminate this Agreement.

Tender Offer. (a) As promptly as practicable following the execution hereof, Parent shall have and Parent Sub will amend the option Initial Offer (the "Tender Initial Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer (as amended, the "Offer") to provide (i) for a purchase any and all of the Company Common Stock at a price per share equal to Share (including the Merger Consideration, net to the selling stockholder in cash and (Bassociated Rights) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO of $61.00 (the "Schedule TOPer Share Price"), (ii) for the period the Offer is to remain open to be shortened to provide for the expiration of the Offer at 12:00 midnight on Friday, December 20, 1996 and (iii) for the consummation of the Offer to be subject only to the conditions (the "Offer Conditions") and all other necessary documents with the SEC set forth on Annex A hereto (collectively, the "Offer DocumentsAmendments"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub or any other Subsidiary of Parent, represents at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without Without the prior written consent of the Company, neither Parent nor Parent Sub shall (i) change or waive the Minimum Condition may not be waived(as defined in Annex A), (ii) no reduce the number of Shares subject to the Offer, (iii) reduce the price per Share to be paid pursuant to the Offer, (iv) extend the Offer if all of the Offer Conditions have been satisfied or waived, (v) change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought payable in the Offer Offer, (vi) amend, modify, or imposes conditions add to the Offer Conditions (provided, that Parent or Parent Sub in addition to those set forth in Annex I and its sole discretion may waive any such conditions other than the Minimum Condition) or (iiivii) no amend any other change may be made to any term of the Offer in any a manner adverse to the holders of the shares of Company Common StockShares. Notwithstanding the foregoing, Parent and Parent Sub may, without the consent of the Company, Merger Sub shall have the right to (A) extend the Offer (i) from time to time ifOffer, if at the scheduled or extended expiration date of the Offer, Offer any of the conditions to the Offer Conditions shall not have been satisfied or waived, until such time as such conditions are satisfied or waived or waived, (iiB) extend the Offer for any period required by any statute, rule, regulation, interpretation or position of the SEC or the staff thereof any other governmental authority or agency (domestic, foreign or supranational) applicable to the Offer, and (C) extend the Offer for any reason on one or any period required by applicable law. The Offer shall remain open until more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that is twenty would otherwise be permitted under clauses (20A) Business Days after the commencement and (B) of this sentence; and, if at any scheduled expiration date of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are Conditions have not been satisfied or waived by ParentParent or Parent Sub but are capable of being satisfied in the reasonable opinion of Parent and Parent Sub, on the written request of the Company, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by Offer for up to twenty business days in the Company, if at aggregate from the Expiration Date (or any extended originally scheduled expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Actthereof. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Parent Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.will

Tender Offer. (a) Parent 1.1 The Amended Offer. Provided that this Agreement shall not have been terminated in accordance with Section 10 hereof and none of the events set forth in Exhibit B hereto shall have occurred or be existing, as soon as practicable, and in any event within five business days of the option date hereof, Kidsco will amend its tender offer for up to 8,590,608 of the outstanding shares of TLC's Common Stock, par value $.001 per share (the "Tender Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer (the "Offer") to purchase any and all of the Company TLC Common Stock at a price per share equal to the Merger Consideration, net to the selling stockholder in cash and (B) after affording the Company a reasonable opportunity to review and comment thereon, file a Tender Offer Statement on Schedule TO (the "Schedule TO") and all other necessary documents with the SEC (collectively, the "Offer DocumentsStock"), make all deliveries, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration date of the Offer and not withdrawn, a such lesser number of shares of Company TLC Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub or any other Subsidiary of Parent, represents at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) no change as may be made that changes outstanding upon the form of consideration to be paid, decreases the price per share of Company Common Stock or the number of shares of Company Common Stock sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration DateShares"), unless Parent shall have extended together with the period of time for which Associated Rights (as hereinafter defined), as set forth in its Offer to Purchase dated October 30, 1995, as amended and supplemented by the first Supplement (the "First Supplement") to the Offer is open pursuant toto Purchase dated December 4, 1995 (the "Offer to Purchase"), to (a) extend the Expiration Date (as defined in the Offer to Purchase) until the date 10 business days from and including the date Kidsco amends its Tender Offer Statement on Schedule 14D-1 to reflect this Agreement and (b) modify Section 14 of the Offer to Purchase, as amended and supplemented by Section 10 of the First Supplement, to read as set forth in accordance withExhibit B (such tender offer, as so amended, being referred to herein as the "Offer"). Subject to the terms and conditions of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, SoftKey will promptly pay $67.50 per Share, net to the seller in cash, for all Shares duly tendered that it is obligated to purchase thereunder with no reduction in the price per Share to be paid thereunder as so extendeda result of the redemption of the Associated Rights. Without the prior written consent of TLC, may expire. IfKidsco will not (i) decrease the $67.50 per Share Offer price (ii) decrease the number of Shares to be purchased in the Offer, at any Expiration Date(iii) change the form of consideration payable in the Offer, any of (iv) add to or change the conditions to the Offer are not satisfied or waived by Parentset forth in Exhibit B provided that, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date except as provided in clause (or any extended expiration date of the Offer, if applicablev), any Conditions may be waived by Kidsco, (v) change or waive the Minimum Condition (as defined in Exhibit B) or (vi) make any other change in the terms or conditions of the Offer which is adverse to the holders of Shares. TLC's Board of Directors shall recommend acceptance of the Offer to its stockholders in an amendment to its Solicitation/Recommendation Statement on Schedule 14D-9 (the "Schedule 14D-9") to be filed with the Securities and Exchange Commission (the "SEC") as soon as practicable following the date upon which Kidsco files an amendment to its Tender Offer Statement on Schedule 14D-1 (the "Schedule 14D-1") reflecting this Agreement and containing (including as exhibits) or incorporating by reference a further supplement (the "Second Supplement") to the Offer to Purchase (or portions thereof) and a related, revised Letter of Transmittal. Subject to the terms of the Offer and this Agreement and the satisfaction of all the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c)Exhibit B, (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, Kidsco will accept for payment and pay for, as promptly as practicable after the expiration of the Offer, for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the OfferOffer as soon as practicable after the Expiration Date. Subject to Section 10 hereof, if the conditions set forth in Exhibit B are not satisfied or, to the extent permitted by this Agreement, waived by Kidsco as of the date the Offer would otherwise have expired, Kidsco will extend the Offer from time to time until the earlier of the consummation of the Offer or the Final Date (as hereinafter defined).

Tender Offer. (a) No later than 5 business days prior to sending a notice of redemption with respect to the 6.55% Notes, Parent shall have deliver written notice to RTZA stating whether or not Parent elects to cause RTZA to commence the option Tender Offer in accordance with this Article 5. (b) If Parent requests in accordance with Section 5.1(a) hereof that RTZA commence a tender offer, Parent and RTZA shall at such time agree on the price to be offered in, and the conditions to, such all-cash tender offer for all outstanding 6.55% Notes (the "Tender Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer (the "Offer") and, thereafter, subject to purchase any Sections 5.1(c), (e) and all (f) hereof and to the receipt of the Company Common Stock at a price per share equal written consent referred to in Section 8.1.8(c), RTZA shall commence the Merger ConsiderationTender Offer. In connection therewith, net RTZA shall take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to cause the selling stockholder in cash consummation of the Tender Offer, including the filing with the SEC, the NYSE and (B) after affording the Company a reasonable opportunity to review and comment thereon, file any other applicable governmental or regulatory authorities of a Tender Offer Statement on Schedule TO 14D-1 and any amendments thereto and any other offering documents required to be filed therewith (the "Schedule TO14D-1"). The expiration of the Tender Offer shall occur at 5:00 p.m. (New York local time) and all other necessary documents on the twenty-first business day, or if such twenty-first business day is not a Friday, on the first Friday following the twenty-first business day, following the commencement thereof (unless extended with the SEC (collectively, consent of the "Offer Documents"parties hereto), make all deliverieswhereupon, mailings and telephonic notices required by Rule 14d-3 under the Exchange Act, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there satisfaction of the conditions to the Tender Offer, RTZA shall be validly purchase the 6.55% Notes tendered therein in accordance with the terms of the Tender Offer, . (c) RTZA shall not be obligated to commence the Tender Offer unless prior to thereto it shall have received a certificate from the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub or any other Subsidiary chief financial officer of Parent, represents at least a majority dated no earlier than the date the notice of redemption of the shares of Company Common Stock outstanding on a fully-diluted basis (6.55% Notes is mailed to the "Minimum Condition") Trustee and to the other conditions set forth holders thereof in Annex I hereto. Merger Sub expressly reserves the right to waive any of the conditions accordance with Article 4 hereof, to the Offer and to make any change in the terms of or conditions effect that, to the Offerbest of his knowledge, provided that without the prior written consent of the Company, (i) the Minimum Condition may not be waived, (ii) no change may be made that changes the form of consideration to be paid, decreases the price per share of Company Common Stock event has occurred or the number of shares of Company Common Stock sought in the Offer or imposes conditions to the Offer in addition to those set forth in Annex I and (iii) no other change may be made to any term of the Offer in any manner adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoing, without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Subject to the foregoing and upon the terms and subject to the conditions of the Offer, Merger Sub shall, and Parent shall cause it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer.is

Tender Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Article IX hereof and none of the events set forth in Annex A hereto shall have occurred or be existing, within three business days of the date hereof, Parent shall have the option (the "Tender Offer Option") at any time prior to the date the Proxy Statement is first mailed to the stockholders of the Company to cause Merger Sub to (A) commence (within amend the meaning of Rule 14d-2 under Original Offer to increase the Exchange Act) an offer (the "Offer") price to purchase any and all of the Company Common Stock at a price $6.60 per share equal to the Merger ConsiderationShare in cash, net to the selling stockholder seller, subject to the conditions set forth in cash and Annex A hereto (B) after affording the Company a reasonable opportunity to review and comment thereonas amended, file a Tender Offer Statement on Schedule TO (the "Schedule TOAmended Offer") and all other necessary documents Parent and Merger Sub will file with the SEC (collectivelyan amendment to the Schedule TO, as amended, filed with respect to the "Original Offer. The Amended Offer Documents")Documents shall contain a supplement to the Offer to Purchase, make all deliveries, mailings which shall be mailed to the holders of Shares and telephonic notices required by Rule 14d-3 under which shall describe this Agreement and the Exchange Actnegotiations preceding this Agreement and shall amend the Original Offer to provide that the Amended Offer shall only be subject to the conditions set forth in Annex A hereto, and publish, send or give the disclosure required by Rule 14d-6 under the Exchange Act by complying with the dissemination requirements of Rule 14d-4 under the Exchange Act in each case in connection with the Offer Documents. The Offer shall be subject only to the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to extend the expiration date of the Amended Offer to 12:00 midnight New York City time on the date ten business days after the date of the Amended Offer Documents, it being understood and not withdrawn, a number of shares of Company Common Stock agreed that, together with except for the shares of Company Common Stock then owned by Parent and/or Merger Sub foregoing amendments or any other Subsidiary of Parentas otherwise provided herein, represents at least a majority of the shares of Company Common Stock outstanding Amended Offer shall in all material respects be on a fully-diluted basis (the "Minimum Condition") same terms and subject to the other same conditions set forth in Annex I heretoas the Original Offer. Merger Sub expressly reserves the right to waive any of the conditions to the Offer and to make any change in the terms of or conditions to the Offer, provided that without Without the prior written consent of the Company, (i) the Minimum Condition may Merger Sub shall not be waived, (ii) no change may be made that changes the form of consideration to be paid, decreases decrease the price per share of Company Common Stock or the number of shares of Company Common Stock sought in the Offer or imposes Share, impose additional conditions to the Amended Offer, extend the expiration date of the Amended Offer in addition if the conditions to those set forth in Annex I and (iii) no the Amended Offer have been satisfied, or amend any other change may be made to any term of the Amended Offer in any manner materially adverse to the holders of the shares of Company Common Stock. Notwithstanding the foregoingShares; provided, however, that Merger Sub shall be permitted (but shall not be required), without the consent of the Company, Merger Sub shall have the right to extend the Offer (i) from time elect to time if, at the scheduled or extended expiration date of the Offer, any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived or (ii) for any provide a subsequent offering period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer or any period required by applicable law. The Offer shall remain open until the date that is twenty (20) Business Days after the commencement of the Offer (the "Expiration Date"), unless Parent shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, the terms of this Agreement or as may be required by applicable law, in which event, the term Expiration Date shall mean the latest time and date as the Offer, as so extended, may expire. If, at any Expiration Date, any of the conditions to the Offer are not satisfied or waived by Parent, Parent may, but shall not be required to, extend the Offer. Notwithstanding the foregoing, Parent and Merger Sub agree that Merger Sub shall from time to time extend the Offer, if requested by the Company, if at the Expiration Date (or any extended expiration date of the Offer, if applicable), any of the conditions of the Offer other than (or in addition to) the Minimum Condition or those set forth in Sections (c), (d), (e), (f) or (g) of Annex I shall not have been waived or satisfied, until (taking into account all such extension(s)) January 31, 2003. If at the expiration of the Offer all of the conditions to the Offer have been satisfied or waived, Merger Sub may extend the Offer pursuant to an amendment to the Offer providing for a "subsequent offering period" not to exceed twenty (20) Business Days to the extent permitted under, and in compliance with, Rule 14d-11 under the Exchange Act. Merger Sub shall not be required to extend the expiration date of the Amended Offer if the conditions to the Amended Offer have not been satisfied, provided that Merger Sub shall extend the Amended Offer for up to a total of 20 business days (not more than 10 business days per extension) if the event giving rise to the failure to satisfy a condition is curable within such 20 business day period; provided, further, that if such condition is not satisfied at the end of such 20 business day period, Merger Sub shall not be obligated to extend the Amended Offer. Subject to the foregoing and upon the terms and subject to the conditions of the Amended Offer, Merger Sub shall, and Parent shall cause will promptly pay for all Shares duly tendered that it to, accept for payment and pay for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not withdrawn pursuant is obligated to the Offerpurchase thereunder.