Common use of The Offer Clause in Contracts

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that Subject to this Agreement shall not have having theretofore been terminated in accordance with the provisions of Section 8.01 8.1 hereof, Sub shall, and Parent shall cause Sub to, as promptly (as practicable after, but in no event later than five Business Days (as defined below) following business days from, the date hereof)of this Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase for cash (as it may be amended in accordance with the terms of this Agreement, the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 0.25 per share, of share (the Company ("Company Common Stock") ), of the Company outstanding immediately prior to the consummation of the Offer (the "Shares"), subject only to the conditions set forth in Exhibit A hereto (the "Conditions"), at a price of $20.25 19.50 (the "Offer Price") per shareShare, net to the seller in cash (such pricecash. Subject only to the Conditions, or any such higher price as may be paid in the OfferSub shall, being referred to herein as the "Offer Price"). The obligation of Merger and Parent shall cause Sub to consummate the Offer and to to, accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be all Shares validly tendered pursuant to the Offer; provided, however, that Offer and not withdrawn prior to the Effective Time (expiration date of the Offer as defined below), shares promptly as practicable following the expiration date of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant Offer. Sub expressly reserves the right to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with amend the terms thereof or Section 2.09. Merger Sub will notand conditions of the Offer, PROVIDED that without the prior written consent of the Company, no amendment may be made which (i) decrease decreases the price per Share or change changes the form of the consideration payable in the Offer, (ii) decrease decreases the number of shares of Company Common Stock sought pursuant to the OfferShares sought, or (iii) impose changes any of the Conditions or imposes additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make amends any other change in the terms or conditions term of the Offer which is in either case in any manner adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions Shares (it being understood that extensions of the Offer and as contemplated by this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and Section 1.1(a) are not withdrawn pursuant adverse to the Offer promptly after expiration holders of Shares); and PROVIDED, FURTHER, that the Minimum Condition (as defined in Exhibit A hereto) is for the benefit of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be waived without the Company's consent. The Offer may only be extended except with the prior written consent of the Company or as provided below. If required by law; PROVIDED, HOWEVER, Parent and Sub may extend the conditions set forth in Annex A Offer without the consent of the Company (A) if at the scheduled expiration date of the Offer any of the Conditions shall not have been satisfied or waived or (B) for any period required by any Laws (as hereinafter defined) applicable to the Offer and PROVIDED, FURTHER, that if the Conditions are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Parent and Sub may shall extend the Offer from time to time for up to five (5) business days at a time (or such longer period as shall be approved by the Company) until the earlier of the consummation of the Offer or 30 Business Days sixty (60) calendar days after the date hereof, and provided that such extension shall extend not be required if in the Offer (x) reasonable judgment of Parent or Sub, any Condition is incapable of being satisfied prior to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request expiration of the Company, to a date no later than November 30, 1997 sixty (60) calendar days. Upon the terms hereof and subject to the extent necessary Conditions, Sub will accept for IHK payment and purchase all Shares validly tendered and not withdrawn prior to satisfy the condition set forth in clause (2) expiration of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) business days following the date public announcement of the execution hereof), Merger Sub Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the"Exchange Act) "), an offer to the Company's stockholders to purchase (all of the "Offer") at least 50.1% of all Company's outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 0.50 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 19.00 per shareShare, net to the each seller in cash (as such price, or any such higher price as offer may be paid amended in accordance with the Offerterms of this Agreement, being referred to herein as the "Offer PriceOffer"). The obligation of Merger Sub , subject to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub Purchaser will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub Parent or Purchaser in its their sole discretion may waive any of the conditions to the Offer other than the condition (but "Minimum Condition") set forth in clause (1) of the second paragraph of Annex A, which may not waive be waived without the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Company's prior written consent, or (v) make any other change in the terms or conditions of the Offer which that is materially adverse to the holders of Shares. Purchaser will, on the shares of Company Common Stock. Merger Sub agrees that, terms and subject to the terms and prior satisfaction or waiver of the conditions of the Offer and this AgreementOffer, it will accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; providedprovided that, however, that Merger Sub Purchaser (i) shall not be obligated to accept for payment and pay for in extend the Offer, in Offer if at the aggregate, more than 50.1% scheduled expiration date of the outstanding shares Offer any of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are shall not be satisfied oror waived, provided the extension shall be no longer than reasonably necessary to satisfy such condition, (ii) shall extend the Offer for any period required by any rule, regulation, interpretation, or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the extent permitted by this AgreementOffer, waived by Merger Sub as of any scheduled expiration date, Merger Sub and (iii) may extend the Offer from time up to time until the earlier tenth business day beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of the consummation this sentence. The initial expiration date of the Offer or 30 Business Days after shall be January 15, 1999. The Company agrees that no Shares held by the date hereof, and shall extend the Offer (x) Company will be tendered to Purchaser pursuant to the extent necessary Offer; provided, that Shares held beneficially or of record by any plan, program or arrangement sponsored or maintained for the benefit of employees of the Company shall not be deemed to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of be held by the Company, regardless of whether the Company has, directly or indirectly, the power to a date no later than November 30, 1997 vote or control the disposition of such Shares. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares validly tendered on or prior to the extent necessary for IHK expiration of the Offer and not withdrawn shall be subject only to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablehereto.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 As promptly as practicable following the --------- execution hereof, promptly the Purchaser shall make a public announcement pursuant to Rule 14d-2(e) under the Securities Exchange Act of 1934, as amended (but in no event later than five Business Days (as defined below) following the date hereof"Exchange Act"), Merger Sub and, promptly thereafter, the Purchaser shall commence or shall cause a wholly-owned subsidiary to commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% to purchase all of all the issued and outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 0.01 Netherlands Guilders per share, of the Company (referred to herein as either the "Shares" or "Company Common Stock") at a price of for (i) $20.25 30.00 per shareShare, net of fees and commissions, to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being, at the expiration of the Offer, validly tendered and not withdrawn that number of Shares which represent at least ninety percent (90%) of the capital stock entitled to vote and then outstanding (the "Minimum Condition") and to the other conditions set forth in Section 6.1 hereof. The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver of Merger Sub the conditions of the Offer, accept for payment and pay for Shares tendered as soon as practicable after it is permitted to consummate do so under the Exchange Act (the "Closing Date"). The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A heretoSection 6.1 hereof. The Company agrees that no shares Offer shall be made by means of Company Common Stock held by an offer to purchase (the Company or any of "Offer to Purchase") containing the Company Subsidiaries (as defined below) will be tendered pursuant to Minimum Condition and the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined other conditions set forth in Section 2.09) in accordance with 6.1 hereof. Without the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the CompanyCompany (such consent to be authorized by the Board of Directors of the Company or a duly authorized committee thereof), the Purchaser shall not (i) decrease the Offer Price or change the form of the consideration payable in pursuant to the OfferOffer (other than as set forth below), (ii) decrease the number of shares of Company Common Stock Shares sought pursuant to or extend the OfferOffer (other than as set forth below), or (iii) impose any additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive or amend any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is in any manner adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the OfferShares; provided, however, that Merger Sub if on the scheduled expiration date of the Offer (as it may be extended), all conditions to the Offer shall not be obligated to accept for payment and pay for in have been satisfied or waived, the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If by the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer Purchaser from time to time to permit the satisfaction of such conditions until termination of this Agreement, without the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request consent of the Company, to a date no later than November 30permit satisfaction of such conditions. In addition, 1997 the Purchaser may, without the consent of the Company, increase the Offer Price and extend the Offer to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablerequired by law.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.01 a failure to satisfy any of the conditions set forth in Annex I hereto, the Company shall commence, within the meaning of Rule 13e-4(a)(4) under the Securities Exchange Act of 1934 (the "EXCHANGE ACT"), as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days business days (as such term is defined below) following the date hereof), Merger Sub shall commence (within the meaning of in Rule 14d-2 14d-1 under the Exchange Act, a "BUSINESS DAY") an offer following the public announcement of the terms of this Agreement, the Offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") outstanding Shares at a price of $20.25 14.25 per shareShare (the "OFFER PRICE"), net to the seller sellers in cash (such pricecash, subject to any amounts required to be withheld under applicable federal, state, local or any such higher price foreign income tax regulations. Subject to the extension of the Offer as may be paid in provided below, the obligation of the Company to commence the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock Shares validly tendered pursuant thereto and not withdrawn shall be subject only to those conditions set forth in Annex A hereto. The Company agrees to: (i) the condition that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will there shall be validly tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change Offer prior to the form expiration date of the consideration payable in the Offer, (ii) decrease the Offer and not withdrawn a number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any Shares which represents at least a majority of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock Shares outstanding on a fully diluted basis shall have been validly tendered and not withdrawn(the "MINIMUM CONDITION"), and (ii) the satisfaction or (v) waiver of the other conditions set forth in Annex I hereto. At Buyer's request, the Company shall increase the price per Share payable in the Offer and make such other changes to the Offer as Buyer may request, provided, however, that the Company will not be required to make any other change changes which decrease the price per Share payable in the terms Offer, which change the form of consideration to be paid in the Offer, which reduce the maximum number of Shares to be purchased in the Offer, which impose conditions to the Offer in addition to those set forth in Annex I hereto or which broaden the scope of such conditions. The Company shall make no other changes to the Offer or waive any conditions to the Offer or take any other action, including, without limitation, notice of acceptance of tendered Shares to the Depositary, with respect to the Offer without Buyer's prior written consent. The Offer will remain open (unless the Company, at the written request of Buyer, terminates the Offer upon the occurrence of an event in Annex I) for a period of twenty Business Days from the commencement of the Offer in accordance with applicable law (the "EXPIRATION DATE") unless the Company, at the request of Buyer, extends the period of time for which the Offer is adverse open as may be permitted or required by this Agreement, or applicable laws in which case the term "Expiration Date" will mean the latest time and date at which the Offer as so extended by the Company expires. Notwithstanding the foregoing, the Company shall extend the Offer at any time up to the holders Outside Termination Date (as defined in Section 10.01) for one or more periods of not more than an aggregate of 10 Business Days, if at the initial expiration date of the shares Offer, or any extension thereof, the condition to the Offer requiring the expiration or termination of any applicable waiting periods under the HSR Act (as defined in Section 4.03) is not satisfied or required. In addition, the Offer Price may be increased and the Offer may be extended to the extent required by law in connection with such increase in each case only at the request of Buyer. The Company Common Stockshall, at Buyer's request, extend the Offer beyond the initial Expiration Date for a period of up to 10 Business Days, if, on the date of such extension, more than 85% but less than 90% of the outstanding Shares on a fully diluted basis have been tendered. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant subject to the Offer closing of the Stock Purchase as set forth in Article II herein, the Company shall pay, as promptly as practicable after expiration of the Offer; provided, howeverfor all Shares validly tendered and not withdrawn. Notwithstanding the foregoing, that Merger Sub the Company shall not be obligated required to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of consummate the Offer or 30 Business Days after the date hereof, and shall extend pay the Offer (x) to Price for the extent necessary to comply with Shares tendered unless it shall have received the waiting period requirements (including any extension or second request) under proceeds from the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act sale of 1976, as amended, the Buyer Shares and the rules and regulations thereunder (Financing or other funds arranged for by Buyer in an amount which shall be equal to or greater than the "HSR Act") and (y) upon Offer Price multiplied by the request number of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableShares tendered.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer have occurred and no circumstance shall exist which would result in a failure to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, satisfy any of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, conditions or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions events set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by hereto (the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below"Offer Conditions"), shares of Company Common Stock held by Purchaser shall amend the Company may be allocatedOffer as soon as practicable after the date hereof, issued, delivered or transferred pursuant to and in any event within five business days from the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Companydate hereof, (i) decrease or change to increase the form purchase price offered to $21.00 per Share, (ii) to modify the conditions of the consideration Offer to conform to the Offer Conditions and (iii) to make such other amendments as are required to conform the Offer to this Agreement and provisions of applicable laws. The obligation of Purchaser to accept for payment Shares tendered shall be subject to the satisfaction of the Offer Conditions. Purchaser expressly reserves the right, in its sole discretion, to waive any such condition (other than the Minimum Condition as defined in the Offer Conditions) and make any other changes in the terms and conditions of the Offer, provided that, unless previously approved by the Company in writing, no change may be made which decreases the price per Share payable in the Offer, changes the form of consideration payable in the Offer (ii) decrease other than by adding consideration), reduces the maximum number of shares of Company Common Stock sought pursuant Shares to be purchased in the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the or imposes conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer addition to those set forth herein which is are adverse to the holders of the shares of Company Common StockShares. Merger Sub Purchaser covenants and agrees that, subject to the terms and conditions of this Agreement, including but not limited to the Offer and this AgreementConditions, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant Shares as soon as it is permitted to do so under applicable law, subject to the Offer promptly after expiration prior satisfaction of the Offer; providedOffer Conditions. Notwithstanding the immediately preceding sentence, however, that Merger Sub shall not be obligated to accept for payment and pay for in Purchaser may extend the Offer, in notwithstanding the aggregateprior satisfaction of the Offer Conditions, for up to five business days and then thereafter on a day-to-day basis for up to another five business days, if as of the expiration date of the Offer (including as a result of any extensions thereof), there shall have been tendered more than 50.180% but less than 90% of the outstanding shares Shares so that the Merger could not be effected without a meeting of Company Common Stock. The the Company's stockholders in accordance with the applicable provisions of the DGCL; provided that, after the initial extension pursuant to this sentence, the Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If subject to any conditions other than (i) the conditions set forth in Annex A clauses (a)(i) or (ii) or (d)(ii) of the Offer Conditions and (ii) the absence of any intentional breach by the Company of the representations, warranties, covenants or agreements set forth in this Agreement which has a Material Adverse Effect on the Corporation. It is agreed that the Offer Conditions are not satisfied for the benefit of Purchaser and may be asserted by Purchaser regardless of the circumstances giving rise to any such condition (other than any action or inaction by Purchaser or Parent constituting a breach of this Agreement) or, except with respect to the extent permitted by this AgreementMinimum Condition, may be waived by Merger Sub as of Purchaser, in whole or in part at any scheduled expiration date, Merger Sub may extend the Offer time and from time to time until the earlier of the consummation of time, in its sole discretion. Purchaser shall terminate the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) upon termination of this Agreement pursuant to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableits terms.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.01 a failure to satisfy any of the conditions set forth in Annex I hereto, as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) business days following the date hereof)public announcement of the terms of this Agreement, Merger Sub a wholly-owned subsidiary of Parent to be organized under the laws of the Republic of Panama ("MERGER SUBSIDIARY") shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "OfferOFFER") at least 50.1% of to purchase all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company outstanding shares of Common Stock ("Company Common Stock"other than shares beneficially owned by Parent) at a price of $20.25 35.62 per shareshare of Common Stock ("COMMON SHARE PRICE"), net to the seller in cash (such price, or any such higher price as may cash. The Offer shall be paid subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, being referred prior to herein as the "Offer Price"). The obligation expiration date of Merger Sub to consummate the Offer and to accept for payment not withdrawn, a number of shares of Common Stock that represents at least a majority of the outstanding shares of Common Stock (other than shares beneficially owned by Parent) (the "MINIMUM CONDITION") and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Merger Subsidiary expressly reserves the Company or right to waive any of the Company Subsidiaries (as defined below) will be tendered pursuant conditions to the Offer and to make any change in the terms or conditions of the Offer; provided, however, provided that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company no change may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will notmade that, without the prior written consent of the Company, (i) decrease or change waives the Minimum Condition, changes the form of consideration to be paid, decreases the consideration payable in the Offer, (ii) decrease price per share of Common Stock or the number of shares of Company Common Stock sought pursuant to in the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the Offer or imposes conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse addition to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions those set forth in Annex A are not satisfied orI. "COMMON STOCK" means the common stock, to the extent permitted by this Agreementpar value $0.01 per share, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that If this Agreement shall has not have been terminated in accordance with Section 8.01 hereofArticle VIII, promptly (as soon as practicable after the public announcement of the execution of this Agreement, but in no any event later than five Business Days (as defined below) following within 15 business days after the date hereof), Merger Sub Buyer shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, . The consummation of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those (i) the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the expiration of the Offer, and not withdrawn, at least a number of Company Shares that, together with the Company Shares beneficially owned by Buyer, represents 80% of the Company Shares outstanding (the “Minimum Condition”); and (ii) the other conditions set forth in Annex A heretoI hereto (together with the Minimum Condition, the “Offer Conditions”). The Company agrees that no shares of Company Common Stock held by Buyer expressly reserves the Company or right to waive any Offer Conditions and to make any change in the terms of the Company Subsidiaries Offer or the Offer Conditions; provided that (as defined belowA) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company Buyer may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, waive the satisfaction of the Minimum Condition, or accept for payment any Company Shares tendered pursuant to the Offer if the Minimum Condition has not been met and (iB) decrease or no change may be made without the prior written consent of the Company that (1) changes the form of the consideration payable in the Offer, (ii2) decrease decreases the Per Share Amount, (3) reduces the maximum number of shares of Company Common Stock sought pursuant Shares to be purchased in the Offer, (iii4) impose additional conditions to extends the OfferOffer other than in accordance with Section 2.01(c), (iv5) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the imposes conditions to the Offer (but may not waive in addition to those set forth in Annex I or which otherwise modifies the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)conditions set forth in such Annex I, or (v6) make amends any other change in the terms or conditions term of the Offer which is in a manner adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableShares.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof8.1 and none of the events or conditions set forth in Article 6 shall have occurred and be existing (unless waived as provided in Article 6), as promptly as practicable after the date hereof (but in no event later than five Business Days (as defined below) following the date hereoftwentieth business day after the public announcement of this Agreement), Merger Sub Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act) an offer to purchase Act of 1934, as amended (the "Exchange Act"), the Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net . The Offer will be made pursuant to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries Documents (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to containing the terms and conditions of the Offer and set forth in this Agreement, it will . Acquisition shall accept for payment payment, purchase and pay for all shares of Company Common Shares, Convertible Preferred Stock and Warrants which have been validly tendered and not withdrawn pursuant to the Offer promptly after at the earliest time following expiration of the Offer; provided, however, Offer that Merger Sub all conditions to the Offer set forth in Article 6 shall not be obligated have been satisfied or waived by Acquisition. The obligation of Acquisition to accept for payment payment, purchase and pay for Shares, Convertible Preferred Stock and Warrants tendered pursuant to the Offer shall be subject only to the condition that at least a majority of the then issued and outstanding Shares (giving effect to the conversion of all outstanding shares of Convertible Preferred Stock and the exercise of all then outstanding Warrants) be validly tendered (the "Minimum Condition") and the satisfaction of the other conditions set forth in Article 6. Acquisition expressly reserves the right to waive any such condition (other than the Minimum Condition), to increase the price per Share payable in the Offer or to make any other changes in the terms and conditions of the Offer (provided that, unless previously approved by the Company in writing, no change may be made which decreases the Per Share Amount, which reduces the number of Shares to be purchased in the Offer, which changes the form of consideration to be paid in the aggregateOffer, more than 50.1% of which imposes conditions to the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions in addition to those set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of Article 6 or which amends or changes any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation term or condition of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) in a manner adverse to the extent necessary holders of Shares). In the case of shares of Convertible Preferred Stock tendered pursuant to comply with the waiting period requirements (including any extension or second request) under Offer, Acquisition shall pay the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act Per Share Amount multiplied by the number of 1976Shares into which such Shares of Convertible Preferred Stock are then convertible. In the case of Warrants tendered pursuant to the Offer, as amended, Acquisition shall purchase such Warrants for a purchase price equal to the difference between the exercise price thereof and the rules and regulations thereunder (Per Share Amount, multiplied by the "HSR Act") and (y) number of Shares for which such Warrants are then exercisable. The Per Share Amount shall be paid net to each seller in cash, less any required withholding of taxes, upon the request terms and subject to the conditions of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. Offer. The Company and Merger Sub shall use commercially reasonable efforts to satisfy agrees that no Shares held by the conditions set forth Company or any of its subsidiaries will be tendered in Annex A as soon as practicablethe Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated and none of the events set forth in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days a) through (as defined belowi) following the date hereofof Annex A attached hereto and made a part hereof ("Annex A") shall have occurred and be continuing (and shall not have been waived by Merger Sub), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under of the Exchange ActAct (as defined in Section 2.8(a)) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of Offer as promptly as reasonably practicable after the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")date hereof. The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock the Shares tendered pursuant thereto to the Offer shall be subject only to those the satisfaction of the condition that there be validly tendered and not withdrawn prior to the expiration of the Offer that number of Shares which represents at least a majority of the then outstanding Shares on a fully-diluted basis (the "Minimum Condition") and to the satisfaction or waiver by Merger Sub of the other conditions set forth in Annex A hereto(the Minimum Condition and the conditions set forth in Annex A collectively, the "Offer Conditions"). The Company agrees that no shares of Company Common Stock Shares held by the Company or any of the Company its Subsidiaries (as defined belowin Section 3.1) will be tendered to Merger Sub pursuant to the Offer. Merger Sub expressly reserves the right to waive any of the Offer Conditions (other than the Minimum Condition), to increase the price per Share payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company no change may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, made without the prior written consent of the Company, (i) decrease or change Company which decreases the form of the consideration price per Share payable in the Offer, (ii) decrease reduces the maximum number of shares of Company Common Stock sought pursuant Shares to be purchased in the Offer, (iii) impose additional conditions changes the form of consideration to be paid in the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the imposes conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse addition to the holders of conditions set forth in Annex A, waives or changes the shares of Company Common Stock. Merger Sub agrees that, subject to Minimum Condition or makes other changes in the terms and conditions of the Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the Offer. Subject to the terms of the Offer and this AgreementAgreement and the satisfaction of the Minimum Condition and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A as of any expiration date of the Offer, it Merger Sub will accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after as soon as it is permitted to do so under applicable Legal Requirements. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) extend the Offer beyond the scheduled expiration date, which initially shall be twenty (20) Business Days following the date of commencement of the Offer (counting for such purposes the day the Offer is commenced as the first day of such period), if, at the scheduled expiration of the Offer; provided, however, that Merger Sub any of the Offer Conditions shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration datewaived, Merger Sub may (ii) extend the Offer from time to time until the earlier for any period required by any rule, regulation or interpretation of the consummation United States Securities and Exchange Commission (the "SEC"), the staff thereof or the Nasdaq National Market ("NASDAQ") applicable to the Offer, (iii) if on the then scheduled expiration date of the Offer or 30 Business Days after Offer, there shall not have been validly tendered and not withdrawn at least 80% of the date hereofoutstanding Shares on a fully-diluted basis, and shall extend the Offer for a period not to exceed ten (x10) Business Days or (iv) provide a "subsequent offering period" in accordance with Rule 14d-11 under the Exchange Act. On or prior to the extent dates that Merger Sub becomes obligated to accept for payment and pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Merger Sub the funds necessary to comply with pay for all Shares that Merger Sub becomes so obligated to accept for payment and pay for pursuant to the waiting period requirements Offer. The Offer Price shall, subject to any required withholding of Taxes (including any extension or second request) under as defined in Section 3.6), be net to the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976seller in cash, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request terms and subject to the conditions of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with pursuant to Section 8.01 hereof8.1 of the Agreement, promptly following the public announcement of the terms of the Agreement (but in which public announcement shall occur no event later than five Business Days (as defined below) the first business day following the date hereofexecution of the Agreement), as soon as reasonably practicable, Merger Sub shall, and Parent shall commence cause Merger Sub to amend (within the meaning of Rule 14d-2 under the Exchange Act) an offer the Offer to provide for the purchase (of any and all of the "Offer") at least 50.1% shares of all shares Company Common Stock outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of including the Company ("Company Common Stock"related Rights pursuant to the Rights Agreement) at a price of $20.25 11.00 per share, net to the seller in cash (such price, or any such higher price per share of Company Common Stock as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation Offer shall be subject solely to the condition that there shall be validly tendered in accordance with the terms of Merger Sub the Offer, prior to consummate the expiration date of the Offer and to accept for payment and to pay for any not withdrawn, a number of shares of Company Common Stock tendered pursuant thereto shall be subject only that, together with the shares of Company Common Stock then owned by Parent and/or Merger Sub, represents at least a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and to those the other conditions set forth in Annex A heretoII to the Agreement. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") and the related letter of transmittal containing the terms set forth in this Agreement and the conditions set forth in Annex II. Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waive any of the conditions to the Offer and to make any change in the terms of the Offer; provided that (i) the Minimum Condition may be waived only with the prior written consent of the Company agrees and (ii) no change may be made that no changes the form of consideration to be paid, decreases the Offer Price, decreases the number of shares of Company Common Stock held by sought in the Company Offer, adds to or modifies, in a manner adverse to the stockholders of the Company, the conditions to the Offer set forth in Annex II or any other term of the Company Subsidiaries Offer, or (except as defined belowprovided in the next sentence) will be tendered pursuant to changes the expiration date of the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change . Without the form consent of the consideration payable Company, Merger Sub shall have the right to extend the expiration date of the Offer in compliance with the Offer, requirements of the Exchange Act (ii) decrease which extension shall initially be ten business days from and after the number date of announcement of the execution of Merger Agreement to provide for the purchase of all of the outstanding shares of Company Common Stock sought pursuant in accordance with the terms hereof), (i) from time to time thereafter if, at the scheduled or extended expiration date of the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer shall not have been satisfied or waived, until such conditions are satisfied or waived, (but may not waive ii) for any period required by any rule, regulation, interpretation or position of the condition that not less than 50.1% SEC or the staff thereof applicable to the Offer or any period required by applicable law, or (iii) for up to ten additional business days, if, immediately prior to the scheduled or extended expiration date of the Offer, the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in withdrawn pursuant to the terms or conditions Offer constitute more than 50% but less than 90% of the Offer which is adverse to the holders of the shares of outstanding Company Common Stock. If any of the conditions to the Offer is not satisfied or waived on any scheduled or extended expiration date of the Offer, Merger Sub agrees thatshall, and Parent shall cause Merger Sub to, extend the Offer, if such condition or conditions could reasonably be expected to be satisfied, from time to time until such conditions are satisfied or waived; provided that Merger Sub shall not be required to extend the Offer beyond September 14, 2002. Subject to the foregoing and upon the terms and subject to the terms and conditions of the Offer Offer, Merger Sub shall, and this AgreementParent shall cause it to, it will accept for payment and pay for 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 promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an a tender offer to purchase (the "Offer") at least 50.1% for all of all the outstanding shares outstanding (on a fully diluted basis) of common stockCommon Stock, par value $.25 .001 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 2.50 per shareShare, net to the seller in cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligation obligations of Merger Sub the Purchaser to consummate commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought, change the form of consideration payable in the Offer, or modify or change any of the conditions set forth in Annex A hereto without the written consent of the Company agrees that no shares (such consent to be authorized by the Board of Company Common Stock held by Directors of the Company or a duly authorized committee thereof), provided, however, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, or on any later scheduled expiration date, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, in its sole discretion, extend the expiration date for a period of not greater than 20 business days, provided further that the expiration date shall not be extended beyond March 31, 1997 without the consent of the Company Subsidiaries (as defined below) will such consent to be tendered pursuant authorized by the Board of Directors of the Company or a duly authorized committee thereof). In addition, the Offer Price may be increased, and the Offer may be extended, but not beyond March 31, 1997, but only to the Offerextent required by law in connection with such increase in each case without the consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the Minimum Condition and the other conditions set forth in Annex A hereto, as the same may be amended in compliance with the terms hereof, accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law on any scheduled expiration date; provided, however, that if, immediately prior to the Effective Time (as defined below), shares such expiration date of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly Shares tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more equal less than 50.190% of the outstanding shares of Company Common Stock. The Shares, the Purchaser may extend, but not beyond March 31, 1997, the Offer shall initially provide for a period not to exceed twenty business days, notwithstanding that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the all conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub Offer are satisfied as of any scheduled such expiration date, Merger Sub may extend the Offer from time to time until the earlier date of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (collectively, the "Exchange Act")) an a tender offer to purchase (the "Offer") at least 50.1% of for all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("outstanding shares of Company Common Stock"Stock (including the Rights) at a price of $20.25 15.50 per shareshare of Company Common Stock, net to the seller in cash (such price, or any such higher price per share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub , subject to consummate the Offer there being validly tendered and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that not withdrawn prior to the Effective Time (as defined below), shares expiration of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the that number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% which represents at least a majority of the Company Common Stock outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto, and shall have been consummate the Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Company Common Stock and Company Common Stock subject to issuance under warrants and outstanding employee stock options). The obligations of Acquisition to accept for payment and to pay for any Company Common Stock validly tendered and not withdrawn), on or (v) make any other change in prior to the terms or conditions expiration of the Offer which is and not withdrawn shall be subject only to the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. Acquisition shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of shares of Company Common Stock sought, or amend any other condition of the Offer in any manner adverse to the holders of the shares of Company Common StockStock without the prior written consent of the Company; provided, however, that if on the initial scheduled expiration date of the Offer which shall be 20 business days after the date of the Offer is commenced, the sole condition remaining unsatisfied is the failure of the waiting period under the HSR Act (as defined below) to have expired or been terminated, Acquisition shall extend the expiration date from time to time until two business days after the expiration of the waiting period under the HSR Act. Merger Sub agrees thatAcquisition shall, on the terms and subject to the terms and prior satisfaction or waiver of the conditions of the Offer and this AgreementOffer, it will accept for payment and pay for all shares of Company Common Stock validly tendered as soon as it is legally permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of the Offer (as it may be extended), the Company Common Stock tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more equals less than 50.190% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Acquisition may extend the Offer from one time for a period not to time until exceed twenty business days, notwithstanding that all conditions to the earlier Offer are satisfied as of such expiration date of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated As promptly as practicable (and in accordance with Section 8.01 hereof, promptly (but in no any event later than five within ten Business Days (as defined below) following after the date hereofof this Agreement, as such period may be extended if and to the extent the Company fails to satisfy its obligations pursuant to Section 1.1(h) or other information required from Representatives of the Company or Parent is delayed), Merger Sub the Purchaser shall commence (commence, within the meaning of Rule 14d-2 under the Exchange Act) an offer , the Offer to purchase (all the "Offer") outstanding Shares at least 50.1% the Offer Price. The consummation of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as and the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated Purchaser to accept for payment and pay for in Shares tendered pursuant to the Offer, shall be subject to: (i) there being validly tendered in the aggregateOffer and not properly withdrawn prior to the Expiration Date that number of Shares which, more than 50.1% together with the number of Shares (if any) then owned by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company Common Stock. The Offer shall initially provide then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that it shall expire 20 Business Days after it is commencedhave not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and may not be extended except as provided below. If (ii) the satisfaction, or waiver by the Purchaser (to the extent permitted in Annex I), of the other conditions and requirements set forth in Annex A are not satisfied orI. Subject to this Section 1.1 and Annex I, the conditions and requirements to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableI are for the sole benefit of the Purchaser and may be asserted by the Purchaser regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofThe parties hereto agree to cause RDO Tender to commence, promptly (but in no event later than five Business Days (as defined below) following the date hereof)and RDO Tender agrees to commence, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) "), on or about April 28, 2003, an offer to purchase (the "Offer") at least 50.1% of for cash all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company issued and outstanding Class A Shares of RDOE ("Company Common Stock") other than those shares held by RDO Tender, RDO Holdings and the RDO Holdings Stockholders), at a price of $20.25 6.01 per share, net to the seller in cash (such pricecash, or less any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")required withholding of taxes and without payment of interest. The obligation of Merger Sub to consummate the Offer and RDO Tender to accept for payment and to pay for any shares of Company Common Stock Class A Shares tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) Offer will be tendered pursuant to the Offer; providedconditioned upon, howeveramong other things, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have there having been validly tendered and not withdrawn), or (v) make any other change in withdrawn prior to the terms or conditions expiration date of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject (as such date may be extended pursuant to the terms and conditions of the Offer) at least that number of Class A Shares (1) that would, when aggregated with the Class A Shares owned directly or indirectly by RDO Holdings, represent at least 90% of all Class A Shares then outstanding (the "90% Condition") and (2) that represent at least a majority of the total number of Class A Shares outstanding on the date shares are accepted for payment that are not owned by RDO Tender, RDO Holdings and their affiliates and the executive officers of RDOE (the "Majority of the Minority Condition"). The Offer will also be subject to certain other conditions as described in the Offer to Purchase. Although the 90% Condition and this Agreementthe other conditions to the Offer may be waived by RDO Holdings and RDO Tender, it the Majority of the Minority Condition may not. Subject to the conditions set forth in the Offer to Purchase, RDO Holdings and the RDO Holdings Stockholders will cause RDO Tender to accept for payment and pay for all shares of Company Common Stock validly Class A Shares tendered and not withdrawn pursuant to in the Offer promptly after as soon as RDO Tender is legally permitted to do so under applicable law, upon the expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation date of the Offer or 30 Business Days after any extension thereof. Notwithstanding any of the foregoing, Xx. Xxxxxx may decide in his sole discretion at any time prior to the expiration date hereof, of the Offer and shall for any reason whether to cause RDO Tender to abandon the Offer. Any decision whether to extend the Offer (x) or effect a subsequent offering period will be made solely by Xx. Xxxxxx, as President of RDO Holdings and RDO Tender. Any decision whether a condition to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976Offer has been satisfied will be made solely by Xx. Xxxxxx, as amended, President of RDO Holdings and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableRDO Tender.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofAs promptly as practicable, promptly (but in no event later than five Business Days (as defined below) following business days after the date hereof)public announcement of the execution of this Agreement, Merger Sub the Purchaser shall, and the Parent shall cause the Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an a tender offer to purchase (the "Offer") at least 50.1% to purchase for cash all of all the issued and outstanding shares outstanding of Common Stock (on a fully diluted basis) of common stockthe "Shares"), together with the associated rights, if any, to purchase Series A participating Cumulative Preferred Stock, par value $.25 .01 per share, of the Company share ("Company Common StockSeries A Shares"; and together with the Shares, the "Securities") at a price of not less than $20.25 11.625 per share, Security net to the seller in cash cash; it being understood that the Offer will not apply to the 179,656 Shares (such price, or any such higher price associated rights) previously held by the Trust which are being returned to the Company and canceled as may be paid described in the Offer, being referred third recital to herein as the "Offer Price")this Agreement. The obligation obligations of Merger Sub the Purchaser and the Parent to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock purchase the Securities tendered pursuant thereto shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, Purchaser shall not without the Company's prior written consent reduce the price per Security or the number of the Company, (i) decrease Securities sought to be purchased or change modify the form of consideration to be received by holders of the consideration payable Securities in the Offer, increase the condition (iithe "Minimum Condition") decrease set forth in clause (i) of the number first sentence of shares of Company Common Stock sought pursuant to the OfferAnnex A hereto, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive Offer or amend any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions term of the Offer which is in a manner materially adverse to the holders of the shares of Company Common StockSecurities. Merger Sub agrees that, subject Subject only to the terms and conditions of the Offer set forth in Annex A, the Purchaser shall, and this Agreementthe Parent shall cause the Purchaser to, it will accept for payment and pay for all shares of Company Common Stock the Securities validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablelegally permissible.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof7.1, as promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date hereofpublic announcement of the execution of this Agreement), Merger Sub Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase (the "Offer") at least 50.1% of to purchase for cash any and all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("issued and outstanding Company Common Stock") Stock at a price of $20.25 22.75 per shareShare, net to the seller in cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to the conditions set forth in Annex A hereto and subject to Section 2.2(e). The obligation Company shall not tender Shares held by it or by any of Merger Sub its subsidiaries pursuant to the Offer. The initial expiration date to be set forth in the Offer shall be August 12, 1999 (as extended in accordance herewith, the "Expiration Date"), subject to extension as provided below. Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer (except that the Minimum Condition (as hereinafter defined) may not be amended or waived below 51% of the total issued and outstanding shares (other than treasury shares) of Company Common Stock), accept for payment and pay for Shares tendered as soon as it is legally permitted to do so under applicable law. The obligations of Purchaser to consummate the Offer and to accept for payment and to pay for any Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to there being validly tendered and not 6 withdrawn prior to the expiration of the Offer, not less than 18,400,000 shares of Company Common Stock tendered pursuant thereto shall be subject only to those (the "Minimum Condition"), which shares represent 68.3% of the total issued and outstanding shares (other than treasury shares) of Company Common Stock on the date hereof, and the other conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.01 a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) business days following the date hereof)public announcement of the terms of this Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% to purchase all of all the outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 .01 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 28.00 per shareShare, net to the seller in cash cash. The Offer shall be subject 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 which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such price, or any such higher price as may be paid in the Offer, total number of outstanding Shares being hereinafter referred to herein as the "Offer PriceFully Diluted Shares"). The obligation of Merger Sub to consummate ) (the Offer "Minimum Condition") and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Parent and Merger Subsidiary expressly reserve the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant right to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) to make any other change in the terms or conditions of the Offer; PROVIDED that, without the written consent of the Company, no change may be made which changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition, extends the Offer (except as set forth in the following sentence), or makes any other change to any condition to the Offer set forth in Annex I which is materially adverse to the holders of the shares of Company Common StockShares. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer in this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, it will Merger Subsidiary shall accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after expiration of the Offeracceptance; provided, however, PROVIDED that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Subsidiary may extend the Offer from time to time until if, at the earlier of the consummation scheduled expiration date of the Offer or 30 Business Days after any extension thereof any of the date hereofconditions to the Offer shall not have been satisfied, until such time as such conditions are satisfied or waived, and shall Merger Subsidiary may extend the Offer for a further period of time of not more than 20 business days to meet the objective (x) which is not a condition to the extent necessary to comply Offer) that there be validly tendered, in accordance with the waiting period requirements terms of the Offer, prior to the expiration date of the Offer (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"so extended) and (y) upon the request not withdrawn a number of Shares, which together with Shares then owned by Parent and Merger Subsidiary, represents at least 80% of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableFully Diluted Shares.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.01 a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) business days following the date hereof)public announcement of the terms of this Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "OfferOFFER") at least 50.1% to purchase all of all the outstanding shares outstanding (on a fully diluted basisthe "SHARES") of common stock, $0.01 par value $.25 per share, of the Company (the "Company Common StockCOMMON STOCK") at a price of $20.25 4.45 per shareShare, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")cash. The obligation Offer shall be subject to the condition that a number of Merger Sub Shares which, together with the Shares then owned by Buyer, represents at least a majority of the Shares outstanding on a fully diluted basis shall be validly tendered in accordance with the terms of the Offer prior to consummate the expiration date of the Offer and to accept for payment not withdrawn (the "MINIMUM CONDITION") and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Merger Subsidiary expressly reserves the Company right to waive the Minimum Condition or any of the Company Subsidiaries (as defined below) will be tendered pursuant other conditions to the Offer and to make any change in the terms or conditions of the Offer; provided, however, provided that prior no change may be made which changes the form of consideration to be paid or decreases the price per Share or the number of Shares sought in the Offer or which imposes conditions to the Effective Time (as defined below)Offer in addition to those set forth in Annex I. Notwithstanding the foregoing, shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will notSubsidiary may, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in extend the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive if at any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), scheduled or (v) make any other change in the terms or conditions extended expiration date of the Offer which is adverse to the holders any of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are I hereto or the Minimum Condition shall not be satisfied oror waived, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may (ii) extend the Offer from time to time until the earlier for any period required by any rule, regulation, interpretation or position of the consummation Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or any period required by applicable law and (iii) extend the Offer on one or more occasions, if on such expiration date there shall not have been validly tendered in accordance with the term of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request not withdrawn at least a majority of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableoutstanding Shares.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle VIII, as promptly as practicable (but and in no any event later than five Business Days (as defined belowon or before January 8, 2014) following after the date hereof), Merger Acquisition Sub shall commence (and Parent shall cause Acquisition Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act) an offer , the Offer to purchase all the outstanding Common Stock at a price per share equal to the Offer Price. The consummation of the Offer, and the obligation of Acquisition Sub to accept for payment and pay for any shares of Common Stock tendered pursuant to the Offer, shall be subject only to: (i) there being validly tendered in the "Offer"Offer and not properly withdrawn prior to the Expiration Date that number of shares of Common Stock (excluding shares of Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) at least 50.1% which, together with the number of all shares of Common Stock (if any) then owned by Parent or Acquisition Sub represents a majority of the shares of Common Stock then outstanding (determined on a fully diluted basis) of common stock(collectively, par value $.25 per sharethe “Minimum Condition”); (ii) this Agreement not having been terminated in accordance with its terms (the “Termination Condition”); and (iii) the satisfaction, or waiver by Parent or Acquisition Sub, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer other conditions and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions requirements set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries I (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance together with the terms thereof or Section 2.09Minimum Condition and the Termination Condition, the “Offer Conditions”). Merger Sub will notFor purposes of determining whether the Minimum Condition has been satisfied, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in be the terms or conditions number of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to Stock issued and outstanding plus the terms and conditions number of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn which the Company would be required to issue pursuant to the Offer promptly after expiration of the Offer; providedany then outstanding warrants, howeveroptions, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding benefit plans or obligations or securities convertible or exchangeable into shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedStock or otherwise, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, but only to the extent permitted by this Agreementso exercisable, waived by convertible or exchangeable prior to consummation of the Merger Sub or exercisable, convertible or exchangeable as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier a result of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableMerger.

The Offer. (a) Provided that this Agreement nothing shall not have occurred and be continuing that, had the Offer been terminated commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in accordance with Section 8.01 hereofAnnex I, as promptly as practicable after the date hereof and in any event within ten (but in no event later than five 10) Business Days (as defined below) following after the date hereof), Merger Sub Subsidiary shall (and Parent shall cause Merger Subsidiary to) commence (within the meaning of Rule 14d-2 under the Exchange Act0000 Xxx) an offer the Offer to purchase any and all of the outstanding Shares at the Offer Price. The Offer shall be subject only (1) to the "condition that there shall be validly tendered and not withdrawn in accordance with the terms of the Offer") , prior to the Expiration Date (as defined below), a number of Shares that, together with the Shares then owned by Parent and/or Merger Subsidiary, represents at least 50.1% a majority of all shares the total number of Shares outstanding (on a fully diluted basis, calculated in accordance with Section 3.5(b) of common stock(the “Minimum Condition”), par value $.25 per share, of the Company and ("Company Common Stock"2) at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those other conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by I. Merger Subsidiary expressly reserves the Company or right to waive any of the Company Subsidiaries (as defined below) will be tendered pursuant conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or the Minimum Condition may not be waived and (ii) no change may be made that changes the form of consideration to be paid, decreases the consideration payable Offer Price or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I or modifies the conditions set forth in Annex I, or amends any other term of the Offer in any manner adverse to the holders of Shares in the reasonable judgment of the Company. The initial expiration date of the Offer shall be the twentieth (ii20th) decrease business day after commencement of the number Offer (determined in accordance with Rule 14d-1(g)(3) under the Exchange Act) (such date, or such subsequent date to which the expiration of shares the Offer is extended pursuant to and in accordance with the terms of Company Common Stock sought this Agreement, the “Expiration Date”). Notwithstanding the foregoing, (x) Merger Subsidiary shall extend the Offer 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 and (y) if any condition to the Offer is not satisfied or waived on any scheduled Expiration Date, Merger Subsidiary shall, subject to the rights of the parties in Article 11, extend the Offer for one or more periods (each in the reasonable judgment of Merger Subsidiary for the minimum period of time reasonably expected by Merger Subsidiary to be required to satisfy such conditions but in any event not in excess of twenty (20) business days each) until such conditions are satisfied or waived; provided, in each case, that Merger Subsidiary shall not be required to extend the Offer beyond the termination of this Agreement. If upon the acceptance for payment of, and payment for, all Shares validly tendered and not withdrawn pursuant to the Offer, Merger Subsidiary has not acquired the Requisite Short Form Merger Shares, Merger Subsidiary may, in its sole discretion, provide a subsequent offering period (iii“Subsequent Offering Period”) impose additional in accordance with Rule 14d-11 of the 1934 Act of not less than three (3) nor more than ten (10) business days immediately following the Expiration Date. Merger Subsidiary shall not terminate or withdraw the Offer prior to its Expiration Date, unless this Agreement is terminated in accordance with Article 11 hereof. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions to of the Offer, Merger Subsidiary shall, and Parent shall cause it to (iv) change the conditions including by providing or causing to the Offer, except that be provided to Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding Subsidiary on a fully diluted timely basis shall have been validly tendered and not withdrawnthe necessary funds), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock Shares (i) validly tendered and not withdrawn pursuant to the Offer promptly after expiration of (the Offer; provided, however, that Merger Sub shall not be obligated to accept time at which Shares are first accepted for payment and pay for in under the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"“Acceptance Time”) and (yii) upon validly tendered in the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableSubsequent Offering Period.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofSECTION 8.1 and subject to the other provisions of this Agreement, as promptly (as practicable but in no event later than five (5) Business Days (as defined below) after the date of this Agreement, Acquisition Sub shall, and Purchaser shall cause Acquisition Sub to, commence the Offer. The initial scheduled expiration date for the Offer shall be twenty (20) Business Days following the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, commencement of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Acquisition Sub to, and of Purchaser to consummate the Offer and to cause Acquisition Sub to, accept for payment payment, and to pay for any shares for, Shares of Company Common Stock properly tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex ANNEX A attached hereto (the "OFFER CONDITIONS"), any of which may be waived, in whole or in part, by Acquisition Sub, in its sole discretion except as set forth below. Acquisition Sub expressly reserves the right to modify the terms of the Offer in a manner not inconsistent with this Agreement, except that, without the prior written consent of the Company, Acquisition Sub shall not (i) waive or otherwise modify the Minimum Condition (as defined in ANNEX A attached hereto. The Company agrees ) so as to reduce the minimum number of Shares that no shares Acquisition Sub will accept in the Offer to an amount constituting less than sixty-six and two-thirds percent (66 2/3%) of the aggregate outstanding Shares, (ii) reduce the Per Share Amount, (iii) impose any conditions to the Offer in addition to the Offer Conditions or modify the Offer Conditions (other than to waive any Offer Conditions to the extent permitted by this Agreement), (iv) except as provided in the next sentence, extend the Offer, (v) change the form of consideration payable in the Offer, (vi) reduce the maximum number of Shares to be purchased, or (vii) amend, add to or waive (except to the extent expressly permitted by this Agreement) any other term of the Offer in a manner adverse to the holders of Shares of Company Common Stock held by Stock. Notwithstanding the Company foregoing, Acquisition Sub may, without the consent of the Company, (i) extend the Offer if, at the scheduled or extended expiration date of the Offer, any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; providedOffer Conditions shall not have been satisfied or waived, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (until such time as such term is defined conditions are satisfied or waived but, in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger any event, Acquisition Sub will shall not, without the prior written consent of the Company, extend the Offer beyond the Cut-Off Date (ias defined in SECTION 8.1(b) decrease hereof) or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier for any period required by any rule, regulation, interpretation or position of the consummation of SEC or the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) staff thereof applicable to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.the

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) business days following the date public announcement of the execution hereof), Merger Sub Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) ")), an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") Company's outstanding Shares, at a price of $20.25 52.50 per shareShare (as such amount may be increased, the "Per Share Amount"), net to the seller in cash (as such price, or any such higher price as offer may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) amended in accordance with the terms thereof of this Agreement, the "Offer"), subject to the conditions set forth in Exhibit A hereto and all provisions under the laws and regulations of the State of Israel. Notwithstanding the foregoing, the directors of the Company will not have the right to tender their Shares unless the Company's shareholders shall have approved such right in accordance with Section 1.2(b). If, between the date of this Agreement and the date on which Shares are accepted for payment pursuant to the Offer (the "Closing Date"), the outstanding Shares are changed into a different number or Section 2.09class of shares by reason of any stock split, stock dividend, reverse stock split, reclassification, recapitalization or other similar transaction, then the Per Share Amount shall be appropriately adjusted. Merger Sub will Purchaser expressly reserves the right to amend or modify the terms of the Offer at any time prior to acceptance of Shares for payment pursuant to the Offer, except that the Purchaser shall not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iviii) change the conditions to the Offer, except that Merger Sub Purchaser in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Offer, or (viv) make any other change in the terms or conditions of the Offer which that is adverse to the holders of Shares. Purchaser will, on the shares of Company Common Stock. Merger Sub agrees that, terms and subject to the terms and conditions prior satisfaction or waiver of the Offer and this Agreementconditions to the Offer, it will accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer. The Offer shall be open for an initial period of 20 business days from the date of commencement thereof; provided that, Purchaser may, in accordance with applicable law, extend the Offer if the conditions to the Offer have not been satisfied. The Company agrees that no Shares held by the Company will be tendered to Purchaser pursuant to the Offer; provided, that Shares held beneficially or of record by any plan, program or arrangement sponsored or maintained for the benefit of employees of the Company shall not be deemed to be held by the Company, regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such Shares. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for Shares validly tendered on or prior to the expiration of the Offer and not withdrawn shall be subject only to the conditions set forth in Exhibit A hereto. As long as the Company or its Board of Directors shall not have asserted any of their rights pursuant to Section 5.8(b), Purchaser shall at the request of the Company extend the Offer if at any scheduled expiration date of the Offer any of the conditions to Purchaser's obligations to purchase Shares shall not be satisfied; provided, however, that Merger Sub Purchaser shall not be obligated required to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereofbeyond July 12, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable1999.

The Offer. (a) Provided that Upon the terms, and subject to the conditions of this Agreement Agreement, Purchaser shall not have been terminated in accordance with Section 8.01 commence the Offer as promptly as reasonably practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) following after the date hereof), Merger Sub shall initial public announcement of Purchaser's intention to commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and Purchaser to accept for payment and to pay for any shares of Company Common Stock Shares tendered pursuant thereto to the Offer shall be subject only to those the condition (the "Minimum Condition") that at least the number of Shares that when added to the Shares already owned by Parent shall constitute a majority of the then outstanding Shares on a fully diluted basis (including, without limitation, all Shares issuable upon the conversion of any convertible securities or upon the exercise of any options, warrants or rights) shall have been validly tendered and not withdrawn prior to the expiration of the Offer and also shall be subject to the satisfaction of the other conditions set forth in Annex A hereto. The Company agrees that no shares Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that the Minimum Condition may not be waived without the prior approval of the Company and that no change may be made which decreases the price per Share payable in the Offer or which reduces the maximum number of Shares to be purchased in the Offer or which imposes conditions to the Effective Time (as defined below)Offer in addition to those set forth in Annex A hereto. Notwithstanding the foregoing, shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will notPurchaser may, without the prior written consent of the Company, (i) decrease or change extend the form Offer beyond the scheduled expiration date (the initial scheduled expiration date being 20 Business Days following the commencement of the consideration payable Offer computed in accordance with SEC Rules) if, at the scheduled expiration date of the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to Purchaser's obligation to accept for payment, and to pay for, the Shares, shall not be satisfied or waived, (ii) extend the Offer (but may not waive for any period required by the condition that not less than 50.1% of SEC Rules applicable to the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Offer, or (viii) make any other change in extend the terms Offer for an aggregate period of not more than 10 Business Days beyond the latest applicable date that would otherwise be permitted under clause (i) or conditions (ii) of this sentence, if as of such date, all of the Offer which is adverse conditions to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject Purchaser's obligations to the terms and conditions of the Offer and this Agreement, it will accept for payment payment, and to pay for all shares for, the Shares are satisfied or waived, but the 1 8 number of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration equals 75 percent or more, but less than 90 percent, of the Offeroutstanding Shares on a fully diluted basis; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in (A) if, on the initial scheduled expiration date of the Offer, in the aggregate, more than 50.1% sole condition remaining unsatisfied is either (x) the failure of the outstanding shares of Company Common Stock. The waiting period under the HSR Act to have expired or been terminated, or (y) the failure to obtain a Pre-Offer Approval, the Purchaser shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 five Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with later of expiration or termination of the waiting period requirements (including any extension or second request) under the XxxxHSR Act or the receipt of all Pre-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") Offer Approvals and (yB) upon if the request sole condition remaining unsatisfied on the initial scheduled expiration date of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy Offer is the condition set forth in clause paragraph (2e) of Annex A. A, the Purchaser shall, so long as the breach can be cured and the Company is vigorously attempting to cure such breach, extend the Offer from time to time until five Business Days after such breach is cured (provided that Purchaser shall not be required to extend the Offer under A or B beyond 45 calendar days after such initial scheduled expiration date). The Company Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and Merger Sub shall use commercially reasonable efforts subject to satisfy the conditions set forth in Annex A of the Offer. Subject to the terms and conditions of the Offer, Purchaser shall pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) As soon as practicablereasonably practicable on the date of commencement of the Offer, Purchaser shall file with the SEC (i) a Tender Offer Statement on Schedule 14D-1 (together with all amendments and supplements thereto, the "Schedule 14D-1") with respect to the Offer. The Schedule 14D-1 shall contain or shall incorporate by reference an offer to purchase (the "Offer to Purchase") and forms of the related letter of transmittal and any related summary advertisement (the Schedule 14D-1, the Offer to Purchase and such other documents, together with all supplements and amendments thereto, being referred to herein collectively as the "Offer Documents"). Parent, Purchaser and the Company agree to correct promptly any information provided by any of them for use in the Offer Documents which shall have become false or misleading, and Parent and Purchaser further agree to take all steps necessary to cause the Schedule 14D-1 as so corrected to be filed with the SEC and the other Offer Documents as so corrected to be disseminated to holders of Shares, in each case as and to the extent required by applicable federal securities laws. Section 1.02.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle IX and none of the events or conditions set forth in Annex A shall have occurred and be existing, promptly (but in no event then, not later than five Business Days (as defined below) following the fifth business day after the date hereof)of this Agreement, Merger Sub shall the Purchaser shall, subject to the provisions of this Agreement, commence (within the meaning of Rule 14d-2 under the Exchange Act) an a tender offer to purchase (the "Offer") at least 50.1% of for all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company outstanding shares of Common Stock (the "Company Common StockShares") ), at a price of $20.25 7.75 per shareShare, net to the seller in cash (such price, cash. The Purchaser shall accept for payment and pay for all Shares that have been validly tendered and not withdrawn pursuant to the Offer at the earliest time following expiration of the Offer that all conditions to the Offer shall have been satisfied or any such higher price as may be paid in waived by the Offer, being referred to herein as the "Offer Price")Purchaser. The obligation of Merger Sub the Purchaser to consummate commence the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by hereto and the Company or any obligation of the Company Subsidiaries (as defined below) will be Purchaser to accept for payment, purchase and pay for Shares tendered pursuant to the Offer; providedOffer shall be subject to such conditions, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive including the condition that a number of Shares representing not less than 50.1% two-thirds of the Company Common Stock Shares then outstanding on a fully diluted basis shall have been validly tendered and not withdrawnwithdrawn prior to the expiration date of the Offer (the "Minimum Condition"), . The Purchaser expressly reserves the right to increase the price per Share payable in the Offer or (v) to make any other change changes in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not that, unless previously approved by the Company in writing, no change may be obligated to accept for payment and pay for made which decreases the price per Share payable in the Offer, which changes the form of consideration to be paid in the aggregateOffer, which reduces the maximum number of Shares to be purchased in the Offer, which imposes conditions to the Offer in addition to those set forth in Annex A hereto or which broadens the scope of such conditions. Notwithstanding the foregoing, the Purchaser may, without the consent of the Company, (a) extend the Offer if, at the scheduled expiration date of the Offer, any of the conditions to the Purchaser's obligation to purchase Shares shall not be satisfied until such time as such conditions are satisfied, but in no event shall any such extension continue the Offer beyond the ninetieth day following the commencement of the Offer, (b) extend the Offer for a period of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clause (a) of this sentence if, on the date of such extension, more than 50.1% two-thirds but less than 90 percent of the outstanding shares Shares has been validly tendered and not properly withdrawn pursuant to the Offer, or (c) extend the Offer for any reason for a period of Company Common Stocknot more than 10 calendar days beyond the latest expiration date that would otherwise be permitted under clauses (a) or (b) of this sentence. The Offer shall initially provide It is agreed that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied orfor the sole benefit of the Parent and the Purchaser and may be asserted by the Parent or the Purchaser regardless of the circumstances giving rise to any such condition (including any action or inaction by the Purchaser, to unless any such action or inaction by the extent permitted Purchaser would constitute a breach by the Purchaser of any of its covenants under this Agreement, ) or may be waived by Merger Sub as of the Parent or the Purchaser, in whole or in part at any scheduled expiration date, Merger Sub may extend the Offer time and from time to time, in its sole discretion. The failure by the Parent or the Purchaser at any time until the earlier to exercise any of the consummation foregoing rights shall not be deemed a waiver of any such right and each such right shall be deemed an ongoing right which may be asserted at any time and from time to time. Any reasonable determination (which shall be made in good faith) by the Parent or the Purchaser with respect to any of the Offer or 30 Business Days after foregoing conditions (including, without limitation, the date hereof, satisfaction of such conditions) shall be final and shall extend binding on the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. parties. The Company and Merger Sub shall use commercially reasonable efforts to satisfy agrees that no Shares held by the conditions set forth Company will be tendered in Annex A as soon as practicablethe Offer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable after the date hereof (but in no event later more than five Business Days ten (as defined below10) following days after the date hereofof this Agreement), Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, a tender offer (the “Offer”) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("outstanding shares of Company Common Stock") Stock at a price of per share equal to $20.25 per share, 12.80 net to the seller in cash cash, without interest (such price, amount or any such higher price as may be amount per share of Company Common Stock paid pursuant to the Offer in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes required by Applicable Law, on the terms and subject to the conditions set forth in this Agreement. The consummation of the Offer, being referred to herein as and the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for DGCL) in the Offer, in Offer and not properly withdrawn prior to the aggregate, more than 50.1% Expiration Time that number of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), represents a majority of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with its terms (the “Termination Condition”) and (iii) the satisfaction, or waiver (to the extent such waiver is commencedpermitted by Applicable Law and this Agreement) by Parent or Merger Sub, of the other conditions and may not be extended except as provided below. If the conditions requirements set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer Exhibit B (x) to the extent necessary to comply together with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Minimum Condition and the rules and regulations thereunder (Termination Condition, the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable“Offer Conditions”).

The Offer. (a) Provided that this Agreement (1) none of the events or circumstances set forth in paragraphs (a) through (f) of Annex A hereto shall have occurred and be existing (and shall not have been terminated in accordance waived by Purchaser) and (2) the Company shall have complied with its obligations under Section 8.01 1.2 hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof), Merger Sub Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”)) an offer the Offer to purchase all of the Shares at the Offer Price as promptly as reasonably practicable after the date hereof, but in no event later than seven Business Days after the initial public announcement of the execution of this Agreement (which initial public announcement shall occur no later than the "Offer"first Business Day following execution and delivery of this Agreement). The obligation of Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer shall be subject only (x) to the satisfaction of the condition that at the expiration of the Offer there be validly tendered in accordance with the terms of the Offer and not withdrawn that number of Shares which, when taken together with Shares (if any) then owned by Parent or any of its Subsidiaries, represents at least 50.160% of all shares the Shares then outstanding determined on a fully-diluted basis (on a fully “fully-diluted basis” meaning the number of Shares then issued and outstanding plus all shares of Company Common Stock which the Company may be required to issue as of such date pursuant to options, warrants, rights, convertible or exchangeable securities (including the Convertible Securities) or similar obligations then outstanding, but only to the extent then vested or exercisable or capable of being vested or exercisable on or prior to the Walk-Away Date) (the “Minimum Condition”), and (y) to the satisfaction (or waiver by Purchaser) of common stockthe other conditions set forth in Annex A hereto. Purchaser expressly reserves the right to waive any of such conditions (other than the Minimum Condition), par value $.25 to increase the price per shareShare payable in the Offer and to make any other changes in the terms of the Offer; provided, however, that no change may be made without the prior written consent of the Company ("Company Common Stock") at a which decreases the price per Share payable in the Offer, changes the form of $20.25 per share, net consideration to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred reduces the maximum number of Shares sought to herein as be purchased in the "Offer Price"). The obligation of Merger Sub Offer, imposes conditions to consummate the Offer in addition to the conditions set forth in Annex A hereto, waives the Minimum Condition, or modifies or amends any of the conditions set forth in Annex A hereto or makes other changes in the terms of the Offer that are in any manner adverse to the holders of Shares or, except as provided below, extends the expiration date of the Offer. Notwithstanding the foregoing, Purchaser shall extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the “SEC”) or the staff thereof applicable to the Offer. In addition, (i) if at the initial scheduled expiration date, which shall be 20 Business Days following the date of commencement of the Offer, or any subsequent scheduled expiration date, any of the conditions to Purchaser’s obligation to accept for payment and to pay for Shares tendered shall not be satisfied or, to the extent permitted by this Agreement, waived, Purchaser shall extend the Offer in increments of not more than 10 Business Days each until such time as such conditions are satisfied or waived; provided that Purchaser shall not be required to extend the Offer beyond the Walk-Away Date (as defined in Section 7.1(b)(iii)); subject, however, to the parties’ respective rights to terminate this Agreement pursuant to Section 7.1, and (ii) if the number of Shares validly tendered and not withdrawn pursuant to the Offer, when taken together with Shares (if any) then owned by Parent or any shares of its Subsidiaries, constitutes less than 90% of the Shares then outstanding, without the consent of the Company, Purchaser shall (subject to applicable law) have the right to, and at the request of the Company Common Stock shall, provide for a “subsequent offering period” (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 Business Days after Purchaser’s acceptance for payment of the Shares then tendered and not withdrawn pursuant thereto to the Offer, in which event Purchaser shall be subject only (A) give the required notice of such subsequent offering period and (B) immediately accept for payment and promptly pay for all Shares validly tendered and not withdrawn as of such expiration date. Subject to those the terms of the Offer and this Agreement and the satisfaction or earlier waiver of all the conditions of the Offer set forth in Annex A hereto. The Company agrees that no shares hereto as of Company Common Stock held by the Company or any expiration date of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis Purchaser shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration it is permitted to do so under applicable law. On or prior to the date that Purchaser becomes obligated to pay for Shares pursuant to the Offer, Parent shall provide or cause to be provided to Purchaser the funds necessary to pay for all Shares that Purchaser becomes so obligated to pay for pursuant to the Offer. The Offer Price shall, subject to any required withholding of Taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer; provided, however, . The Company agrees that Merger Sub shall not no Shares held by the Company or any of its Subsidiaries will be obligated tendered to accept for payment and pay for in Purchaser pursuant to the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) business days following the date public announcement of the execution hereof), Merger Sub Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act) ")), an offer to purchase (all of the "Offer") at least 50.1% of all Company's outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 0.10 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 2.00 per shareShare, net to the seller in cash (as such price, or any such higher price as offer may be paid amended in accordance with the Offerterms of this Agreement, being referred to herein as the "Offer PriceOffer"). The obligation of Merger Sub , subject to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub Purchaser will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub Parent in its sole discretion may waive any of the conditions to the Offer other than the condition set forth in clause (but 1) of Annex A, which may not waive be waived without the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Company's prior written consent, or (v) make any other change in the terms or conditions of the Offer which that is adverse to the holders of Shares. Purchaser will, on the shares of Company Common Stock. Merger Sub agrees that, terms and subject to the terms and conditions prior satisfaction or waiver of the Offer and this Agreementconditions to the Offer, it will accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided that, Purchaser may extend the Offer up to the tenth business day after the later of (i) the initial expiration date of the Offer and (ii) the date on which all such conditions shall first have been satisfied or waived. The Company agrees that no Shares held by the Company will be tendered to Parent pursuant to the Offer; provided, howeverthat Shares held beneficially or of record by any 6 plan, that Merger Sub program or arrangement sponsored or maintained for the benefit of employees of the Company shall not be obligated deemed to be held by the Company, regardless of whether the Company has, directly or indirectly, the power to vote or control the disposition of such Shares. The obligations of Purchaser to commence the Offer and to accept for payment and to pay for in Shares validly tendered on or prior to the Offer, in the aggregate, more than 50.1% expiration of the outstanding shares of Company Common Stock. The Offer and not withdrawn shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If subject only to the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablehereto.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle X and provided that none of the events set forth in Annex I hereto shall have occurred and be continuing (and shall not have been waived by Parent), unless otherwise agreed by Parent and the Company, as promptly (but in no event later than five Business Days as reasonably practicable after the public announcement of the execution of this Agreement, Parent shall cause Merger Sub to commence (as defined below) following the date hereof), Merger Sub shall commence (within the meaning of in Rule 14d-2 promulgated under the Exchange Act) an offer the Offer to purchase (the "Offer") at least 50.1% of all shares each issued and outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares share of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares exchange for, at the election of Company the holder thereof, either: (i) a net amount of $26.50 in cash (the "Cash Consideration"), or (ii) 0.3256 of a share of Parent Common Stock held by (the Company or any of "Stock Consideration" and, together with the Company Subsidiaries (as defined below) will be tendered pursuant to Cash Consideration, the Offer"Offer Consideration"); provided, however, that prior to if the Effective Time (as defined below), shares number of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent Tendered Cash Election Shares exceeds 30% of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the aggregate number of shares of Company Common Stock sought pursuant issued and outstanding immediately prior to the OfferAcceptance Date (the "Maximum Cash Election Number"), then each Tendered Stock Election Share shall be exchanged for the Stock Consideration and each Tendered Cash Election Share shall be exchanged for (iii1) impose additional conditions an amount in cash, without interest, equal to the Offerproduct of (x) the Cash Consideration and (y) a fraction (the "Cash Fraction"), the numerator of which shall be the Maximum Cash Election Number and the denominator of which shall be the total number of Tendered Cash Election Shares, and (iv2) change the conditions a number of shares of Parent Common Stock equal to the Offerproduct of (x) the Stock Consideration and (y) a fraction equal to one minus the Cash Fraction. In the event the number of Tendered Cash Election Shares is equal to or less than the Maximum Cash Election Number, except that Merger Sub in its sole discretion may waive any of all Tendered Cash Election Shares shall be exchanged for the conditions Cash Consideration and all Tendered Stock Election Shares shall be exchanged for the Stock Consideration. Subject to the Offer (but may not waive the condition that not less than 50.1% foregoing provisions of this Section 2.01(a), stockholders of the Company shall be permitted to elect to receive the Cash Consideration for a portion of their shares of Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions Stock Consideration for another portion of the Offer which is adverse to the holders of the their shares of Company Common Stock. Merger Sub agrees that, subject Stockholders who validly tender shares of Company Common Stock but fail to make any election shall be deemed to have elected to receive the terms and conditions of the Offer and this Agreement, it will accept for payment and pay Stock Consideration for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicabletendered.

The Offer. (a) Provided that this Agreement nothing shall not have occurred that, had the Offer been terminated commenced, would give rise to a right to terminate the Offer pursuant to any of the conditions set forth in accordance with Section 8.01 hereofAnnex I, as promptly (but in no event later than five Business Days (as defined below) following practicable after the date hereof), Merger Sub shall, and Parent shall cause Merger Sub to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") Offer at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The Parent’s and Merger Sub’s obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto in the Offer shall be subject only to those the condition that there shall be validly tendered in accordance with the terms of the Offer, prior to the scheduled expiration of the Offer (as it may be extended hereunder) and not withdrawn, a number of shares of Company Common Stock that, together with the shares of Company Common Stock subject to a Sale and Support Agreement (the “Committed Shares”), represents at least two-thirds (or such lesser number as may be determined by Parent and Merger Sub) of all shares of Company Common Stock then outstanding (the “Minimum Condition”) and to the other conditions set forth in Annex A hereto. The I. 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 unless otherwise provided by this Agreement, the Sale and Support Agreement or previously approved by the Company agrees in writing, (i) the Minimum Condition may not be waived below that no number of shares of Company Common Stock held by that, together with the Company or any Committed Shares, represents a majority of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), all shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offerthen outstanding, (ii) decrease no change may be made that changes the form of consideration to be paid pursuant to the Offer, decreases the Offer Price or the number of shares of Company Common Stock sought pursuant to in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, or otherwise amends or modifies the Offer in any manner materially adverse to the holders of shares of Company Common Stock and (iii) impose additional the Offer may not be extended except as set forth in this Section 1.1(a). Subject to the terms and conditions to of this Agreement, the Offer shall expire at midnight, New York City time, on the date that is 20 Business Days (for this purpose calculated in accordance with Section 14d-1(g)(3) under the Exchange Act) after the date that the Offer is commenced. Merger Sub shall extend the Offer (1) if, at the scheduled or extended expiration date of the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer shall not have been satisfied or waived, from time to time, until the earliest to occur of (but may x) the satisfaction or waiver of such conditions, (y) the reasonable determination by Parent that any such condition to the Offer is not waive capable of being satisfied on or prior to the Walk-Away Date, provided that the inability to satisfy such condition that does not less than 50.1% result from any breach of any provision of this Agreement by Parent or Merger Sub, and (z) the Walk-Away Date, and (2) for any period required by any rule, regulation, interpretation or position of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), SEC or (v) make the staff thereof applicable to the Offer or any other change in the terms or conditions period required by applicable Law. Following expiration of the Offer which is adverse to the holders Offer, Merger Sub may, in its sole discretion, provide one or more subsequent offering periods (each, a “Subsequent Offering Period”) in accordance with Rule 14d-11 of the shares of Company Common Stock. Merger Sub agrees thatExchange Act, subject to the terms and conditions if, as of the Offer and this Agreementcommencement of each such period, it will accept for payment and pay for all the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration and any prior Subsequent Offering Period, together with the Committed Shares, is less than that number of shares of Company Common Stock necessary to permit the Merger to be effected without a meeting of shareholders of the Company, in accordance with Section 5.16 of TBCA. Subject to the foregoing, including the requirements of Rule 14d-11, and upon the terms and subject to the conditions of the Offer; provided, however, that Merger Sub shall, and Parent shall not be obligated to cause Merger Sub to, accept for payment and pay for in the Offerfor, in the aggregateas promptly as practicable, more than 50.1% of the outstanding all shares of Company Common StockStock (A) validly tendered and not withdrawn pursuant to the Offer after the final expiration of the Offer and/or (B) validly tendered in any Subsequent Offering Period. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, Price payable in respect of each share of Company Common Stock validly tendered and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, withdrawn pursuant to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and validly tendered in any Subsequent Offering Period shall extend the Offer (x) be paid net to the extent necessary holder thereof in cash, subject to comply with the waiting period requirements (including reduction for any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableapplicable withholding Taxes.

The Offer. (a) (i) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofand that none of the events set forth in clause (iii) of Exhibit A hereto shall have occurred or be existing, Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable (but in no event later than five Business Days (as defined below) seven business days following the date hereof), Merger Sub shall public announcement of the terms of this Agreement) commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase (the "Offer") at least 50.1% of all outstanding shares outstanding (on a fully diluted basis) of common stockstock of the Company, par value $.25 .01 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price") of $49.00 per Share, net to the seller in cash (the "Offer"). The obligation of Merger Sub Purchaser to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock Shares tendered pursuant thereto shall be subject to only to those conditions set forth in Annex Exhibit A hereto. The Company agrees that no shares of Company Common Stock held by hereto (the Company or "Offer Conditions"), any of which may be waived by Purchaser in its sole discretion; provided that the Company Subsidiaries Minimum Tender Condition (as defined belowin Exhibit A) will may not be tendered pursuant to waived without the Offer; provided, however, that prior to written consent of the Effective Time Company. The initial expiration date of the Offer shall be the twentieth business day following the commencement of the Offer (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) determined in accordance with Rule 14d-1(e)(6) under the Exchange Act). Purchaser expressly reserves the right to modify the terms thereof or Section 2.09. Merger Sub will notof the Offer, except that, without the prior written consent of the Company, Purchaser shall not (iA) decrease or change the form of the consideration payable in the Offer, (iiB) decrease the number of shares of Company Common Stock Shares sought pursuant to the Offer, (iiiC) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (vD) make any other change in the terms or conditions of the Offer which that is adverse to the holders of the shares Shares, it being agreed that neither a waiver by Purchaser of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions any of the Offer and this AgreementConditions (other than the Minimum Tender Condition) in whole or in part at any time in its discretion, it will accept for payment and pay for all shares nor the extension of Company Common Stock validly tendered and not withdrawn pursuant the Offer as permitted below, shall be deemed to be adverse to the Offer promptly after expiration holders of the Offer; providedShares, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended or (E) except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including beyond any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablescheduled Expiration Date.

The Offer. (a) Provided that this Agreement shall not have been terminated As promptly as practicable (and in accordance with Section 8.01 hereof, promptly (but in no any event later than five within ten Business Days (as defined below) following after the date hereof), Merger Sub the Purchaser shall commence (commence, within the meaning of Rule 14d-2 under the Securities Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 19761934, as amended, and the rules and regulations promulgated thereunder (the "HSR “Exchange Act"”), the Offer to purchase all the outstanding Shares at the Offer Price. The consummation of the Offer, and the obligation of the Purchaser to accept for payment and pay for Shares tendered pursuant to the Offer, shall be subject to: (i) there being validly tendered in the Offer and not properly withdrawn prior to the Expiration Date that number of Shares which, together with the number of Shares (if any) then owned of record by Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, or with respect to which Parent or any of its wholly-owned direct or indirect Subsidiaries, including the Purchaser, otherwise has, directly or indirectly, sole voting power, represents at least a majority of the Shares then outstanding (determined on a fully diluted basis) and no less than a majority of the voting power of the shares of capital stock of the Company then outstanding (determined on a fully diluted basis) and entitled to vote upon the adoption of this Agreement and approval of the Merger (excluding from the number of tendered Shares, but not from the number of outstanding Shares, Shares tendered pursuant to guaranteed delivery procedures that have not yet been delivered in settlement or satisfaction of such guarantee) (collectively, the “Minimum Condition”) and (yii) upon the request satisfaction, or waiver by the Purchaser, of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company other conditions and Merger Sub shall use commercially reasonable efforts to satisfy the conditions requirements set forth in Annex A as soon as practicableI. The conditions and requirements to the Offer set forth in Annex I are for the sole benefit of the Purchaser and may be asserted by the Purchaser in its reasonable judgment regardless of the circumstances giving rise to such condition or may be waived by the Purchaser, in its sole discretion, in whole or in part at any time and from time to time, subject to this Section 1.1.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle IX, promptly (but in no event later than five Business Days (as defined below) following the date hereof)Parent shall, Merger or shall cause Offer Sub shall to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% acquire all outstanding shares of all shares outstanding (on a fully diluted basis) of common stockSRH Common Stock not owned, par value $.25 per sharedirectly or indirectly, of by the Company ("Company Common Stock") at a price of $20.25 72.00 per shareshare of SRH Common Stock. Parent shall, net and shall cause Offer Sub, to use its reasonable efforts to cause the seller in cash (such priceOffer to be consummated at, or any such higher price as may be paid in soon as possible following, the Offer, being referred to herein as the "Offer Price")Effective Time. The obligation of Merger Parent or Offer Sub to consummate the Offer and to accept for payment and to pay for any shares of Company SRH Common Stock tendered pursuant thereto shall be subject only to those the conditions set forth in Annex A heretoArticle VIII to this Agreement and to the prior or concurrent consummation of the Merger (collectively, the "Offer Conditions"), which are for the sole benefit of Parent and Offer Sub and may be asserted by Parent or Offer Sub regardless of the circumstances giving rise to any such condition, or waived by Parent or Offer Sub in whole or in part at any time and from time to time in its sole discretion; provided, that in no event shall Parent or Offer Sub purchase any shares of SRH Common Stock pursuant to the Offer if the Merger shall not have occurred or concurrently occur. The Company agrees and SRH agree that no shares of Company SRH Common Stock held by the Company Company, SRH or any of the Company their respective Subsidiaries (as defined below) will be tendered to Parent or Offer Sub pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Parent and Offer Sub will not, without the prior written consent of the CompanySRH, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company SRH Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) Offer or change the conditions to the OfferOffer Conditions (provided, except that Merger Sub Parent or Investor in its sole discretion may waive any of the such conditions to the Offer (but may not waive the condition that not and, in connection therewith, substitute a less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), restrictive condition) or (v) make any other change in the terms or conditions of the Offer which is materially adverse to the holders of the shares of Company SRH Common Stock. Merger Sub agrees thatNotwithstanding the foregoing, subject Parent and SRH may, without the consent of the Company or SRH, (x) extend the Offer, if at the scheduled expiration date of the Offer any of the Offer Conditions shall not have been satisfied or waived, until such time as all conditions are satisfied or waived, (xi) extend the Offer for any period required by any statute, rule, regulation, interpretation or position of any Governmental Authority applicable to the Offer, and (xii) extend the Offer for any reason on one or more occasions for an aggregate of not more than 15 business days beyond the latest expiration date that would otherwise be permitted under clauses (x) and (xi) of this sentence. Subject to the Offer Conditions and the terms and conditions of the Offer and this Agreement, it will Parent shall, and Parent shall cause Offer Sub to, accept for payment payment, and pay for for, all shares of Company SRH Common Stock validly tendered and not withdrawn pursuant to the Offer promptly as soon as practicable after the expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement So long as none of the events set forth in paragraphs (a) through (g) in Exhibit A attached hereto shall not have been terminated in accordance with Section 8.01 hereofoccurred and be continuing, promptly (Newco shall, as soon as practicable but in no event later than five Business Days (as defined belowin Section 1.3) following from the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer Offer to purchase (all of the "Offer") at least 50.1% outstanding shares of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, Common Stock of the Company ("Company Common Stock") at a price of $20.25 15.50 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer PricePrice Per Share"). The obligation ) and subject to (i) at least that number of Merger Sub shares of Common Stock equivalent to consummate a majority of the total issued and outstanding shares of Common Stock on the date such shares are purchased pursuant to the Offer (the "Minimum Shares") being validly tendered and not withdrawn prior to accept for payment the expiration of the Offer (the "Minimum Condition") and to pay for any shares (ii) the satisfaction of Company Common Stock tendered pursuant thereto shall be subject only to those the other conditions set forth in Annex Exhibit A attached hereto, any of which conditions may be waived by Newco in its sole discretion, Newco shall not withdraw the Offer and shall at the earliest time following the expiration of the Offer and subject to the terms of the Offer accept for payment, purchase and pay for all shares of Common Stock duly tendered and not withdrawn. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will Offer shall be tendered made pursuant to the Offer; provided, however, that prior an Offer to the Effective Time (as defined below), shares Purchase and related Letter of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant Transmittal in forms reasonably satisfactory to the Company Stock Option Plan (as such term is defined and containing terms set forth in Section 2.09) this Agreement, the Minimum Condition and the other conditions set forth in accordance with the Exhibit A attached hereto, which terms thereof or Section 2.09. Merger Sub will not, and conditions shall not be amended without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle IX, as promptly (but in no event later than five Business Days (as defined below) following practicable after the date hereof), Merger Sub shall commence (and Parent shall cause Merger Sub to) commence, within the meaning of Rule 14d-2 under the Exchange Act, a tender offer (the “Offer”) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("outstanding shares of Company Common Stock") Stock at a price of per share equal to $20.25 per share, 9.40 net to the seller in cash cash, without interest (such price, amount or any such higher price as may be amount per share of Company Common Stock paid pursuant to the Offer in accordance with this Agreement, the “Offer Price”), subject to any deduction or withholding of Taxes in accordance with Section 3.01(h), on the terms and subject to the conditions set forth in this Agreement. The consummation of the Offer, being referred to herein as and the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all any shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration Offer, shall be subject only to: (i) there being validly tendered and “received” (as defined by Section 251(h)(6) of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for DGCL) in the Offer, in Offer and not properly withdrawn prior to the aggregate, more than 50.1% Expiration Time that number of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it Stock (excluding shares of Company Common Stock tendered pursuant to guaranteed delivery procedures but not yet delivered) that, together with the number of shares of Company Common Stock then owned by Parent, Merger Sub or any of their respective “affiliates” (as defined by Section 251(h)(6) of the DGCL), represents fifty-one percent (51%) of the shares of Company Common Stock then outstanding (the “Minimum Condition”), (ii) this Agreement not having been validly terminated in accordance with its terms (the “Termination Condition”) and (iii) the satisfaction, or waiver (to the extent such waiver is commencedpermitted by Applicable Law and this Agreement) by Parent or Merger Sub, of the other conditions and may not be extended except as provided below. If the conditions requirements set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer Exhibit B (x) to the extent necessary to comply together with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, Minimum Condition and the rules and regulations thereunder (Termination Condition, the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable“Offer Conditions”).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle VII, promptly then (i) not later than the first Business Day after execution of this Agreement, Parent and the Company shall issue a public announcement of the execution of this Agreement and (ii) Merger Sub shall, as soon as practicable, but in no event later than five two Business Days (as defined below) following after the date hereof)of such announcement, Merger Sub shall commence amend (within the meaning of Rule 14d-2 under 14d-2(a) of the Exchange Act) an offer the Offer to provide for the purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("outstanding shares of Company Common Stock") Stock at the Price Per Share subject to reduction only for any applicable federal withholding taxes. The initial expiration date of the Offer shall be the tenth Business Day from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock in accordance with the terms hereof. The Offer shall be made pursuant to a price Supplemental Offer to Purchase and related Letter of $20.25 per share, net Transmittal in form reasonably satisfactory to the seller Company and containing terms and conditions set forth in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")this Agreement. The obligation of Merger Sub to consummate the Offer and to accept for payment payment, purchase and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those (i) at least that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding shares of Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer (the "MINIMUM SHARES") being validly tendered and not withdrawn prior to the expiration of the Offer (the "MINIMUM CONDITION") and (ii) the satisfaction of the other conditions set forth in Annex A hereto, any of which conditions may be waived by Merger Sub in its sole discretion. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company its Subsidiaries (as defined below) will be tendered to Merger Sub pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act) an offer to purchase Act of 1934, as amended (the "OfferEXCHANGE ACT")) a tender offer (the "OFFER") at least 50.1% for any and all of all the outstanding shares outstanding (on a fully diluted basis) of common stockCommon Stock, par value $.25 .03 per shareshare (the "SHARES"), of the Company ("Company Common Stock") at a price of $20.25 U.S.$45.00 per shareShare, net to the seller in cash (such price, or any such higher other price per Share as may be paid in the Offer, being referred to herein as the "OFFER PRICE") and, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "MINIMUM CONDITION") and to the other conditions set forth in Annex A hereto, shall consummate the Offer Pricein accordance with its terms ("FULLY DILUTED BASIS" means issued and outstanding Shares and Shares subject to issuance under Company Option Plans (as defined in Section 2.4) and Shares subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock). The obligation obligations of Merger Sub the Purchaser to consummate commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not properly withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Company agrees that no shares Offer shall be made by means of Company Common Stock held by an offer to purchase (the Company or any of the Company Subsidiaries (as defined below"OFFER TO PURCHASE") will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with containing the terms thereof set forth in this Agreement, the Minimum Condition and the conditions set forth in Annex A hereto. The Purchaser shall not amend or Section 2.09. Merger Sub will not, without waive the prior written consent of Minimum Condition and shall not decrease the Company, (i) decrease Offer Price or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock Shares sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make amend any other change in the terms or conditions condition of the Offer which is in any manner adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the Company (such consent to be authorized by the Board of Directors of the Company (the "COMPANY BOARD") or a duly authorized committee thereof); PROVIDED, HOWEVER, that if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date; PROVIDED, HOWEVER, that the Purchaser shall, if the Company, Parent and the Purchaser have not obtained the approvals of any Governmental Entity (as defined in Section 3.4) as required under Section 5.4, extend the expiration date for a period of the lesser of (i) 2 business days after the date that all such approvals have been obtained and (ii) 35 days after such initial scheduled expiration date. In addition, the Offer Price may be increased, and the Offer may be extended to the extent required by law in connection with such increase in each case without the consent of the Company. The Purchaser shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this AgreementOffer, it will accept for payment and pay for all shares Shares validly tendered as soon as it is permitted to do so under applicable law; PROVIDED, HOWEVER, that if, immediately prior to the initial expiration date of Company Common Stock the Offer (as it may be extended), the Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more equal less than 50.190% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedShares, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Purchaser may extend the Offer from time for a period not to time until exceed 10 business days, notwithstanding that all conditions to the earlier Offer are satisfied as of such initial expiration date of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 and none of the events or circumstances set forth in Annex A hereto shall have occurred or be existing, Purchaser agrees to, and Parent agrees to cause Purchaser to, commence the Offer as promptly as reasonably practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) following business days after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, first public announcement of the Company ("Company Common Stock") at a price of $20.25 per share, net to execution hereof. Parent and Purchaser agree that the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub Purchaser to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares Shares tendered pursuant to the Offer shall be subject to the conditions that (i) the number of Company Common Stock Shares validly tendered and not withdrawn pursuant prior to the expiration of the Offer, combined with the Shares already owned by Parent, Purchaser or any of their affiliates, constitute at least 60% of the then outstanding Shares at the expiration of the Offer promptly after expiration (the "Minimum Stock Condition"), (ii) Purchaser has acquired or is simultaneously acquiring not less than 66 2/3% in the aggregate principal amount of the outstanding Notes (the "Note Purchase Condition"), and (iii) also shall be subject to the satisfaction of the other conditions set forth in Annex A. Purchaser expressly reserves the right to waive any such condition, to increase the price per Share payable in the Offer, and to make any other changes in the terms and conditions of the Offer; provided, however, that Merger Sub shall not Parent and Purchaser agree that no change may be obligated to accept for payment and pay for made without the consent of the Company which decreases the price per Share payable in the Offer, which changes the form of consideration to be paid in the aggregateOffer, more than 50.1which reduces the maximum number of Shares to be purchased in the Offer, which eliminates the Note Purchase Condition, which reduces the Minimum Stock Condition to below 51% of the then outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedShares, and may not be extended except as provided below. If which otherwise modifies or amends the conditions to the Offer or any other term of the Offer in a manner that is materially adverse to the holders of the Shares, which imposes conditions to the Offer in addition to those set forth in Annex A are not satisfied orhereto or which extends the expiration date of the Offer beyond January 4, to 1999 (except that the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Purchaser may extend the Offer from time to time until the earlier of the consummation expiration date of the Offer through January 9, 1999 as required to comply with any rule, regulation or 30 Business Days after interpretation of the date hereofSecurities and Exchange Commission (the "SEC")). The Per Share Cash Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and shall extend subject to the conditions of the Offer. Subject to the terms and conditions of the Offer (x) including, without limitation, the Minimum Stock Condition), Purchaser agrees to, and Parent agrees to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976cause Purchaser to, pay, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request promptly as practicable after expiration of the CompanyOffer, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company all Shares validly tendered and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablenot withdrawn.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof)Article VIII, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act) an offer to purchase Act of 1934, as amended (the "OfferExchange Act")) at least 50.1% the Offer as promptly as reasonably practicable after the date hereof, but in no event later than five business days after the initial public announcement on the date hereof or the following day of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net Merger Sub's intention to the seller in cash (such price, or any such higher price as may be paid in commence the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall only be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of condition (the consideration payable in the Offer, (ii"Minimum Condition") decrease that at least the number of shares of Company Common Stock sought pursuant to (together with the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% shares of the Company Common Stock, if any, then owned by Parent or Merger Sub) constituting a majority of the then outstanding shares of Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse withdrawn prior to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions expiration of the Offer and this Agreement(ii) the satisfaction or waiver of the other conditions set forth in Exhibit A. As used herein, it will accept for payment "fully diluted basis" means issued and pay for all outstanding shares of Company Common Stock validly tendered and not withdrawn pursuant shares of Company Common Stock subject to issuance under vested Options (as defined in Section 2.06(c)) and shares of Company Common Stock subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the Offer promptly after expiration issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock, but shall not include unvested Options. Merger Sub expressly reserves the right, subject to compliance with the Exchange Act, to waive any such condition, to increase the Per Share Amount and to make any other changes in the terms and conditions of the Offer; provided, however, that unless Parent and Merger Sub shall not have obtained the prior written approval of the Company, no change may be obligated made in the Offer which (i) decreases the Per Share Amount, (ii) changes the form of consideration to accept for payment and pay for be paid in the Offer, in (iii) reduces the aggregate, more than 50.1% maximum number of the outstanding shares of Company Common Stock. The Stock to be purchased in the Offer, (iv) modifies the conditions to the Offer shall initially provide that it shall expire 20 Business Days after it is commencedset forth in Exhibit A or imposes conditions to the Offer in addition to those set forth in Exhibit A, and may not be extended (v) modifies or waives the Minimum Condition or (vi) except as provided belowin Section 1.01(b), extends the Offer. If The Per Share Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.of

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase (the "Offer") at least 50.1% of to purchase for cash all shares of the issued and outstanding (on a fully diluted basis) of common stock, par value $.25 .01 per shareshare (referred to herein as either the "Shares" or "Company Common Stock"), of the Company (including the associated Common Stock Purchase Rights (the "Company Common StockRights") issued pursuant to the Rights Agreement between the Company and Harris Trust Company of New York, as Rights Agent, dated as of Septxxxxx 11, 1997 (the "Rights Agreement")), at a price of $20.25 17.50 per shareShare, net to the seller in cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of Merger Sub the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to consummate do so under applicable law. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Company agrees that no shares Offer shall be made by means of Company Common Stock held by an offer to purchase (the Company or any of the Company Subsidiaries (as defined below"Offer to Purchase") will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with containing the terms thereof set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or Section 2.09. Merger Sub will not, without waive the prior written consent of Minimum Condition and shall not decrease the Company, (i) decrease Offer Price or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Shares sought, or (v) make amend any other change in the terms or conditions condition of the Offer which is in any manner adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject Shares (other than with respect to insignificant changes or amendments) without the terms and conditions written consent of the Offer and this Agreement, it will accept for payment and pay for all shares Company (such consent to be authorized by the Board of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration Directors of the Offer; Company or a duly authorized committee thereof), provided, however, that Merger Sub if on the initial scheduled expiration date of the Offer (as it may be extended), all conditions to the Offer shall not be obligated to accept for payment and pay for in have been satisfied or waived, the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If from the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of December 31, 1998. In addition, the Offer or 30 Business Days after the date hereof, Price may be increased and shall extend the Offer (x) may be extended to the extent necessary to comply required by law in connection with such increase in each case without the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request consent of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided Subject to the provisions of this Agreement, as promptly as practicable after the date that this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall not have been terminated amend the Offer to reflect this Agreement and amend the conditions to the Offer in accordance with Section 8.01 hereofherewith. The expiration date of the Offer shall be the tenth day, promptly other than a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (but in no event later than five Business Days (as defined below) following each a "BUSINESS DAY"), from and after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under Offer is amended to provide for the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any outstanding shares of Company Common Stock in accordance with the terms of this Agreement. The Offer shall be made pursuant to a supplement to Sub's offer to purchase, dated August 8, 2002 and contained in the Schedule TO, and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS") containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to the Company. The obligation of Sub to accept for payment, and pay for, any Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by (the Company or "OFFER CONDITIONS") (any of which may be waived in whole or in part by Parent and Sub in their reasonable discretion, except that Parent and Sub shall not waive the Company Subsidiaries (as defined belowMinimum Condition without the consent of the Company) will be tendered pursuant and to the Offer; provided, however, that prior terms and conditions of this Agreement. Parent and Sub expressly reserve the right to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with modify the terms thereof or Section 2.09. Merger Sub will notof the Offer, except that, without the prior written consent of the Company, Parent and Sub shall not (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease reduce the number of shares of Company Common Stock sought pursuant subject to the Offer, ; (ii) reduce the Offer Price; (iii) impose additional amend or add to the Offer Conditions; (iv) except as provided in the next sentence, extend the Offer; (v) change the form of or reduce the consideration payable in the Offer; or (vi) amend any other term of the Offer in any manner adverse to the Company Stockholders. Notwithstanding the foregoing, Parent and Sub (i) shall extend the Offer for no longer than five Business Days at any one time, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived; (ii) may extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "COMMISSION") applicable to the Offer, ; (iii) may extend the Offer for any reason on one or more occasions for an aggregate period of not more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence; or (iv) change extend the Offer for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"); provided that, in the case of clause (iv) above, Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial offering period in accordance with Rule 14d-11 of the Exchange Act. Subject to the foregoing and applicable law and upon the terms and subject to the conditions to of the Offer, except that Merger Sub in its sole discretion may waive any of shall, and Parent shall cause it to, accept for payment, as promptly as permitted under applicable securities laws, and pay for, as promptly as practicable after the conditions date on which Sub first accepts shares for payment pursuant to the Offer (but may not waive the condition that not less than 50.1% such date, regardless of whether Parent and Sub elect to provide for one or more subsequent offering periods pursuant to Rule 14d-11 of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawnExchange Act, the "ACCEPTANCE DATE"), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofits terms, promptly (but in no event later than five Business Days (Acquisition Sub shall, as defined below) following soon as practicable after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 14d-2(a) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act) ")), an offer to purchase (as such offer to purchase may be amended in accordance with the terms of this Agreement, the "Offer") at least 50.1% all of all the issued and outstanding shares outstanding (on a fully diluted basis"Shares") of common stock, par value $.25 0.01 per share, of the Company (the "Company Common Stock") at a price of not less than $20.25 13.875 per shareShare, net to the seller in cash (less applicable withholding taxes, if any) (such price, or any such higher other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation After the commencement of Merger Sub to consummate the Offer, the Offer and the obligation of Acquisition Sub to accept for payment and to pay for any shares of Company Common Stock Shares tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees hereto and the condition (the "Minimum Condition") that no shares of Company Common Stock held by there be validly tendered and not withdrawn prior to the Company or any expiration of the Company Subsidiaries Offer at least two-thirds of the Shares on a fully diluted basis (as defined belowthe "Minimum Percentage"). Parent and Acquisition Sub expressly reserve the right to waive any condition set forth in Annex A, to change the form or amount payable per Share in the Offer (including the Offer Price) will be tendered pursuant and to make any other changes in the terms and conditions of the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, Parent shall not amend, or permit to be amended, the Offer to (i) decrease or change the form of the consideration payable in the OfferOffer Price, (ii) decrease change the number of shares of Company Common Stock sought pursuant to the Offerconsideration into a form other than cash, (iii) impose additional add any conditions to the obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer, (iv) change amend (other than to waive) the Minimum Condition or the other conditions to the Offer, except that Merger Sub set forth in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Annex A, or (v) make any other change reduce the maximum number of Shares to be purchased in the terms or conditions Offer. If on the initial scheduled expiration date of the Offer (the "Initial Expiration Date"), which shall be 20 business days after the date the Offer is adverse commenced, all conditions to the holders Offer shall not have been satisfied or waived, Acquisition Sub may, from time to time, in its sole discretion, extend the expiration date of the shares Offer (the "Expiration Date"); provided, however, that, except as set forth below, the Expiration Date, as extended, shall be no later than the date that is 40 business days immediately following the Initial Expiration Date. Notwithstanding the foregoing, if on the Initial Expiration Date, the applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of Company Common Stock. Merger 1976 (xxx "XXX Xxx") xx respect of the Offer shall not have expired or been terminated and all other conditions to the Offer shall have been satisfied or waived other than the Minimum Condition, Acquisition Sub agrees thatshall be required to extend the Expiration Date until such waiting period shall have expired or been terminated, subject to the provisions of Section 9.1(b)(ii). Acquisition Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this AgreementOffer, it will accept for payment and pay for all shares of Company Common Stock validly Shares tendered as soon as practicable as it is legally permitted to do so under this Agreement and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stockapplicable law. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedbe made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Percentage and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablehereto.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub Subsidiary to, and Buyer to consummate cause Merger Subsidiary to, commence the Offer and to accept for payment payment, and to pay for for, any shares of Company Common Stock and all Shares tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant I hereto and to the Offerterms and conditions of this Agreement; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will Subsidiary shall not, without the prior Company's written consent consent, waive the Minimum Condition (as defined in Annex I hereto). Merger Subsidiary expressly reserves the right to modify the terms of the Offer; provided that, without the Company's written consent, Merger Subsidiary shall not (i) decrease or change reduce the form number of the consideration payable Shares which Merger Subsidiary is offering to purchase in the Offer, (ii) decrease reduce the number of shares of Company Common Stock sought pursuant to the OfferOffer Price, (iii) impose additional conditions modify or add to the Offerconditions set forth in Annex I hereto, (iv) change the conditions form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the Offer, except that Merger Sub in its sole discretion may waive any holders of the conditions to Shares. Notwithstanding the Offer (but may foregoing, if on any scheduled expiration date the number of Shares that have been physically tendered and not waive the condition that not less withdrawn are more than 50.1% 5O% of the Company Common Stock Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than the Minimum Condition) shall first have been validly tendered and not withdrawnsatisfied, so long as Merger Subsidiary irrevocably waives the satisfaction of any condition set forth in Annex A which relates to the occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). Further, Merger Subsidiary may extend the Offer beyond any scheduled expiration date up to the Outside Termination Date (as defined in Section 10.1) if at the initial expiration date of the Offer, or any extension thereof, the conditions in clauses (va) make any other change in the terms and (b) to Annex I hereto are not satisfied or conditions of the Offer which is adverse to the holders of the shares of Company Common Stockwaived. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this AgreementBuyer shall cause Merger Subsidiary to, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer pay, as promptly as practicable after expiration of the Offer; provided, however, that Merger Sub shall for all Shares validly tendered and not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablewithdrawn.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 As promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof)December 30, 2005, Merger Sub shall commence (within the meaning of Rule 14d-2 14d-2(a) under the Exchange Act) an offer to purchase (the "OfferOFFER") at least 50.1% to purchase any and all of all the outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 0.01 per share, of the Company ("Company Common StockCOMPANY COMMON STOCK") ), at a price of $20.25 6.20 per share, net to the seller in cash cash, subject to adjustment as set forth in Section 1.2(h) (the "OFFER PRICE") and subject to reduction for any applicable withholding taxes and, if such price, or payment is to be made other than to the registered holder of any such higher price as may shares, any applicable stock transfer taxes payable by such holder. The Offer shall be paid subject to the condition that there shall be validly tendered in accordance with the terms of the Offer, being referred prior to herein as the "Offer Price"). The obligation expiration date of Merger Sub to consummate the Offer Offer, and to accept for payment and to pay for not withdrawn, a number of shares of Company Common Stock that, together with any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no then owned by Parent or any of its subsidiaries, represents at least a majority of the sum of (i) the outstanding shares of Company Common Stock held by the Company or any as of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent date of the Company, (i) decrease or change the form expiration of the consideration payable in the Offer, and (ii) decrease the number of shares of Company Common Stock sought issuable pursuant to Company Options and Company Warrants that are vested and exercisable as of the OfferTermination Date (as defined in Section 8.1(c)) (the "MINIMUM CONDITION"), (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that and Merger Sub in its sole discretion may waive shall not be required to accept for payment or pay for any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to and may terminate the terms and conditions Offer, if, on the expiration date of the Offer and (as extended in accordance with this AgreementSection 1.2), it will accept for payment and pay for all shares of Company Common Stock validly tendered and (i) the Minimum Condition has not withdrawn pursuant to been met or (ii) the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the other conditions set forth in Annex A are hereto have not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablebeen satisfied.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly (as practicable but in no event later than five Business Days business days (as defined belowin Rule 14d-1(g)(3) following promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) after the date hereof)of this Agreement, Merger Sub shall, and Parent shall cause Merger Sub to, commence (the Offer within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, applicable rules and regulations of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")SEC. The obligation obligations of Merger Sub to, and of Parent to consummate the Offer and to cause Merger Sub to, accept for payment payment, and to pay for for, any shares of Company Common Stock tendered pursuant thereto shall be to the Offer are subject only to those the conditions set forth in Annex A heretoExhibit A. The initial expiration date of the Offer shall be the 20th business day following the commencement of the Offer (determined using Exchange Act Rule 14d-1(g)(3)). The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will Offer may not be tendered pursuant to the Offer; provided, however, that terminated prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan its scheduled expiration (as such term is defined in Section 2.09) expiration may be extended or re-extended in accordance with the terms thereof or this Agreement), unless this Agreement is terminated in accordance with Section 2.098.1. Merger Sub will notexpressly reserves the right to waive any condition to the Offer or modify the terms of the Offer, except that, without the prior written consent of the Company, Merger Sub shall not (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease reduce the number of shares of Company Common Stock sought pursuant subject to the Offer, (ii) reduce the Offer Price, (iii) impose additional conditions to waive the OfferMinimum Tender Condition (as defined in Exhibit A), (iv) add to the conditions set forth in Exhibit A or modify any condition set forth in Exhibit A in a manner adverse to the holders of Company Common Stock, (v) extend the Offer (except as expressly provided below), (vi) change the conditions form of consideration payable in the Offer or (vii) otherwise amend the Offer in any manner adverse to the holders of Company Common Stock. Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer. In addition, except that Merger Sub in its sole discretion may waive (i) if at the initially scheduled or any extended expiration date of the Offer, any of the conditions to the Offer set forth in Exhibit A (but may other than any conditions which by their nature are to be satisfied at the closing of the Offer) are not waive satisfied or, if permitted, waived, Merger Sub shall, and Parent shall cause Merger Sub to, extend the condition Offer in increments of not more than ten business days each until such time as such conditions are satisfied or waived; provided that Merger Sub shall not less be required to extend the Offer beyond the Outside Date (as defined in Section 8.1(b)(i)); and (ii) if fewer than 50.190% of the Company Common Stock issued and outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Stock are accepted for payment pursuant to the Offer, then Merger Sub agrees thatmay, and at the request of the Company, shall, and upon any such request of the Company, Parent shall cause Merger Sub to, make available a “subsequent offering period”, in accordance with Rule 14d-11 promulgated by the SEC under the Exchange Act, of not less than ten business days (but in no event with an expiration date after November 13, 2009). On the terms and subject to the terms and conditions of the Offer and this Agreement, it will accept for payment Merger Sub shall, and Parent shall cause Merger Sub to, pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly that Merger Sub becomes obligated to purchase pursuant to the Offer as soon as practicable after the expiration of the Offer; provided. For the avoidance of doubt, however, the parties hereto agree that vested shares of Restricted Stock may be tendered in the Offer and be acquired by Parent or Merger Sub shall not be obligated pursuant to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this The Merger Agreement shall not have been terminated in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days (as defined below) following provides for the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, making of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and Purchaser to accept for payment and to or pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be Shares tendered pursuant to the Offer; provided, however, that prior Offer is subject to the Effective Time satisfaction of the Minimum Condition and certain other conditions that are described in Section 14. The Merger Agreement provides that the Purchaser may extend the Offer by giving oral or written notice of such extension to the Depositary, without the consent of the Company, only (1) if at the Expiration Date any of the conditions to the Purchaser's obligations to accept Shares for payment are not satisfied or waived, until such time as defined belowsuch conditions are satisfied or waived (each individual extension not to exceed five (5) business days after the previously scheduled Expiration Date), shares (2) for any period required by any rule, regulation, interpretation or position of Company Common Stock held by the Company may be allocated, issued, delivered Commission or transferred pursuant the staff thereof applicable to the Company Stock Option Plan Offer, and (as 3) on up to two occasions in each case for period of not more than five (5) business days beyond the latest Expiration Date if on such term is defined Expiration Date there shall have been tendered more than the number of Shares sufficient to satisfy the Minimum Condition but less than 90% of the Shares. In addition, the Purchaser has agreed in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub Agreement that it will not, without the prior express written consent of the CompanyCompany and after giving oral or written notice of such extension to the Depositary, (i1) decrease reduce the number of Shares subject to the Offer, (2) reduce the Offer Price, (3) add to or modify the conditions set forth in Section 14, including the Minimum Condition, (4) except as provided above, extend the Offer if all of the conditions set forth in Section 14 are satisfied or waived, (5) change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v6) make amend or alter any other change in the terms or conditions term of the Offer which is in any manner materially adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the OfferCompany's stockholders; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for nothing contained in the OfferMerger Agreement will prohibit the Purchaser, in its sole discretion without the aggregate, more than 50.1% consent of the outstanding Company, from waiving satisfaction of any condition of the Offer other than the Minimum Condition. Pursuant to the Merger Agreement, the Company has granted the Purchaser the Purchaser Stock Option, which is an irrevocable option to purchase the Option Shares, which constitute up to 690,172 shares of Company Common StockStock representing approximately 19.9% of the Company's outstanding Common Stock at a price per share equal to the Offer Price payable in cash. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedPurchaser Stock Option may be exercised, in whole or in part, at any time and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend on which the Purchaser has accepted for payment the Shares tendered pursuant to the Offer (x) and subject to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request satisfaction of the CompanyMinimum Condition if, but only if, Parent and Purchaser agree to a date no later than November 30, 1997 to permanently waive the extent necessary for IHK to satisfy the condition Offer Conditions set forth in clause (2) of Annex A. The Company and the Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableAgreement.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, promptly (but in no event later than five Business Days (as defined below) following the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub Subsidiary to, and Buyer to consummate cause Merger Subsidiary to, commence the Offer and to accept for payment payment, and to pay for for, any shares of Company Common Stock and all Shares tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant I hereto and to the Offerterms and conditions of this Agreement; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will Subsidiary shall not, without the prior Company's written consent consent, waive the Minimum Condition (as defined in Annex I hereto). Merger Subsidiary expressly reserves the right to modify the terms of the Offer; provided that, without the Company's written consent, Merger Subsidiary shall not (i) decrease or change reduce the form number of the consideration payable Shares which Merger Subsidiary is offering to purchase in the Offer, (ii) decrease reduce the number of shares of Company Common Stock sought pursuant to the OfferOffer Price, (iii) impose additional conditions modify or add to the Offerconditions set forth in Annex I hereto, (iv) change the conditions form of consideration payable in the Offer or (v) otherwise amend or modify the Offer in any manner adverse to the Offer, except that Merger Sub in its sole discretion may waive any holders of the conditions to Shares. Notwithstanding the Offer (but may foregoing, if on any scheduled expiration date the number of Shares that have been physically tendered and not waive the condition that not less withdrawn are more than 50.150% of the Company Common Stock Shares outstanding on a fully diluted basis but less than 90% of the outstanding shares of each class of capital stock of the Company on a fully diluted basis, Merger Subsidiary may extend the Offer for up to 10 additional business days from the date that all conditions to the Offer (other than the Minimum Condition) shall first have been validly tendered and not withdrawnsatisfied, so long as Merger Subsidiary irrevocably waives the satisfaction of any condition set forth in Annex A which relates to the 1 6 occurrence of a Material Adverse Effect on the Company (as defined in Section 4.1). Further, Merger Subsidiary may extend the Offer beyond any scheduled expiration date up to the Outside Termination Date (as defined in Section 10.1) if at the initial expiration date of the Offer, or any extension thereof, the conditions in clauses (va) make any other change in the terms and (b) to Annex I hereto are not satisfied or conditions of the Offer which is adverse to the holders of the shares of Company Common Stockwaived. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this AgreementBuyer shall cause Merger Subsidiary to, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer pay, as promptly as practicable after expiration of the Offer, for all Shares validly tendered and not withdrawn. (b) On the date of commencement of the Offer, Buyer and Merger Subsidiary shall file with the Securities and Exchange Commission (the "SEC"), a Tender Offer Statement on Schedule 14D-1 with respect to the Offer which shall contain an offer to purchase and form of the related letter of transmittal and summary advertisement (together with any supplements or amendments thereto, collectively, the "Offer Documents") and promptly thereafter shall disseminate the Offer Documents to the stockholders of the Company. Buyer, Merger Subsidiary and the Company each agrees promptly to correct any information provided by it for use in the Offer Documents if and to the extent that it shall have become false or misleading in any material respect; providedand each of Buyer and Merger Subsidiary further agrees to take all steps necessary to amend or supplement the Offer Documents and to cause the Offer Documents as so amended or supplemented to be filed with the SEC and to be disseminated to the Company's stockholders, howeverin each case as and to the extent required by applicable federal securities laws. The Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their being filed with the applicable authorities or disseminated to the Company's stockholders. Buyer and Merger Subsidiary agree to provide the Company and its counsel any comments Buyer, that Merger Sub Subsidiary or their counsel may receive from the SEC or its staff with respect to the Offer Documents promptly after the receipt of such comments and shall not provide the Company and its counsel an opportunity to participate, including by way of discussion with the SEC or its staff, in the response of Buyer and/or Merger Subsidiary to such comments. (c) Buyer shall provide or cause to be obligated provided to Merger Subsidiary on a timely basis the funds necessary to accept for payment payment, and pay for, any Shares that Merger Subsidiary becomes obligated to pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, pursuant to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.Merger. SECTION 1.2

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle 11 and none of the events set forth in Annex A hereto shall have occurred or be existing, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after the date hereof (but in no event later than five the fifth Business Days (as defined below) following Day after the date hereofpublic announcement of the terms of this Agreement), Merger Sub shall commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Exchange 1934 Act) ), an offer to purchase (the "Offer") at least 50.1% of to purchase (x) any and all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the outstanding shares of Company ("Company Common Stock") at Class A Stock for a purchase price of $20.25 64.00 per shareshare (the "Class A Offer Price") and (y) any and all (subject to the Minimum Condition (as defined below)) of the outstanding shares of Company Class B Stock for a purchase price of $6.40 per share (the "Class B Offer Price" and, together with the Class A Offer Price, the "Offer Price"), in each case, net to the seller in cash cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by such holder. The Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth Business Day from and after the date the Offer is commenced (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer PriceInitial Expiration Date"). The obligation of Merger Sub to consummate the Offer and Subsidiary to accept for payment payment, purchase and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject subject, except as provided in Section 2.01(b), only to those the satisfaction of (i) the condition that at least 45,815,000 shares of Company Class B Stock (subject to adjustment for stock splits, stock dividends, recapitalizations and similar events) (less any shares of Company Class B Stock owned by Parent or Merger Subsidiary or any Affiliate of Parent or Merger Subsidiary on the date such shares are purchased pursuant to the Offer) have been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and (ii) the other conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior Merger Subsidiary expressly reserves the right to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive other than the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered Minimum Condition) and not withdrawn), or (v) to make any other change in the terms or conditions of the Offer which is adverse (other than the Minimum Condition) in its sole discretion, subject to Section 2.01(b). Notwithstanding the previous sentence, Merger Subsidiary may waive the Minimum Condition so long as (x) it has irrevocably waived all other conditions to the holders Offer (and may, as a legal matter, irrevocably waive such conditions and otherwise purchase shares of Company Stock pursuant to the Offer), (y) Parent has irrevocably exercised or irrevocably committed to exercise the Option and (z) the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn acquired pursuant to the Offer promptly after expiration and through such Option exercise would satisfy the Minimum Condition (such event being referred to as a "Constructive Satisfaction of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the Minimum Condition"HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof7.1 and none of the events or conditions set forth in Annex A (the "Offer Conditions") shall have occurred and be existing, as promptly (as practicable, but in no event later than five (5) Business Days (as defined below) following after the date hereof)public announcement of the execution of this Agreement, Merger Sub Acquisition shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act) an offer to purchase Act of 1934, as amended (the "OfferExchange Act") at least 50.1% )), the Offer for all the issued and outstanding shares of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") , at a price the Per Share Amount. Acquisition shall accept for payment all outstanding shares of $20.25 per share, net Company Common Stock which have been validly tendered and not withdrawn pursuant to the seller in cash (such price, Offer at the earliest time following the expiration of the Offer that all conditions to the Offer shall have been satisfied or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")waived by Acquisition. The obligation of Merger Sub to consummate the Offer and Acquisition to accept for payment payment, purchase and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those the Offer Conditions, including the condition that a number of shares of Company Common Stock representing that number of shares of Company Common Stock which would equal more than fifty percent (50%) of the shares of Company Common Stock then issued and outstanding on a fully-diluted basis shall have been validly tendered and not withdrawn prior to the expiration date of the Offer (the "Minimum Condition"). Acquisition expressly reserves the right to increase the price per share of Company Common Stock payable in the Offer, to waive any of the conditions set forth of the Offer or to make any other changes in Annex A heretothe terms and conditions of the Offer (PROVIDED that, unless previously approved by the Company (such approval to be obtained from the Company Board) in writing, no change may be made which decreases the Per Share Amount payable in the Offer, which changes the form of consideration to be paid in the Offer, which reduces the maximum number of shares of Company Common Stock to be purchased in the Offer, which imposes conditions to the Offer in addition to the Offer Conditions or which broadens the scope thereof). The Per Share Amount shall be paid net to the seller in cash, LESS any required withholding of taxes, upon the terms and subject to such conditions of the Offer. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) its subsidiaries will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle 11 and none of the events set forth in Annex A hereto shall have occurred or be existing, Merger Subsidiary shall, and Parent shall cause Merger Subsidiary to, as promptly as practicable after the date hereof (but in no event later than five the fifth Business Days (as defined below) following Day after the date hereofpublic announcement of the terms of this Agreement), Merger Sub shall commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Exchange 1934 Act) ), an offer to purchase (the "Offer") at least 50.1% of to purchase (x) any and all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the outstanding shares of Company ("Company Common Stock") at Class A Stock for a purchase price of $20.25 64.00 per shareshare (the "Class A Offer Price") and (y) any and all (subject to the Minimum Condition (as defined below)) of the outstanding shares of Company Class B Stock for a purchase price of $6.40 per share (the "Class B Offer Price" and, together with the Class A Offer Price, the "Offer Price"), in each case, net to the seller in cash cash, subject to reduction for any applicable withholding taxes and, but only if such payment is to be made other than to the registered holder, any applicable stock transfer taxes payable by such holder. The Offer will be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The initial expiration date of the Offer shall be the twentieth Business Day from and after the date the Offer is commenced (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer PriceInitial Expiration Date"). The obligation of Merger Sub to consummate the Offer and Subsidiary to accept for payment payment, purchase and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject subject, except as provided in Section 2.01(b), only to those the satisfaction of (i) the condition that at least 45,815,000 shares of Company Class B Stock (subject to adjustment for stock splits, stock dividends, recapi- talizations and similar events) (less any shares of Company Class B Stock owned by Parent or Merger Subsidiary or any Affiliate of Parent or Merger Subsidiary on the date such shares are purchased pursuant to the Offer) have been validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and (ii) the other conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior Merger Subsidiary expressly reserves the right to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive other than the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered Minimum Condition) and not withdrawn), or (v) to make any other change in the terms or conditions of the Offer which is adverse (other than the Minimum Condition) in its sole discretion, subject to Section 2.01(b). Notwithstanding the previous sentence, Merger Subsidiary may waive the Minimum Condition so long as (x) it has irrevocably waived all other conditions to the holders Offer (and may, as a legal matter, irrevocably waive such conditions and otherwise purchase shares of Company Stock pursuant to the Offer), (y) Parent has irrevocably exercised or irrevocably committed to exercise the Option and (z) the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn acquired pursuant to the Offer promptly after expiration and through such Option exercise would satisfy the Minimum Condition (such event being referred to as a "Constructive Satisfaction of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the Minimum Condition"HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an a tender offer to purchase (the "Offer") at least 50.1% for all of all the outstanding shares outstanding (on a fully diluted basis) of common stockCommon Stock, par value $.25 .02 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 68.00 per shareShare, net to the seller in cash (such price, or any such higher other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents more than two-thirds of the Shares outstanding on a fully diluted basis (without giving effect to any Shares issuable pursuant to the Stock Option Agreement) (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligation obligations of Merger Sub the Purchaser to consummate commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject sub ject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Offer shall be made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A here to. The Purchaser shall not decrease the Offer Price or decrease the number of Shares sought, or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments and subject to the last sentence of this Section 1.1(a)) without the written consent of the Company agrees that no shares (such consent to be authorized by the Board of Company Common Stock held by Directors of the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offera duly authorized committee thereof); provided, however, that prior to if on the Effective Time (as defined below)initial scheduled expiration date of the Offer which shall be January 5, shares of Company Common Stock held by the Company 1998 and which may not be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, accelerated without the Company's prior written consent of the Companyapproval, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the all conditions to the Offer (but may shall not waive have been satisfied or waived, the condition that Purchaser may, from time to time, in its sole discretion, extend the expiration date for one or more periods not less than 50.1% to exceed an aggregate of 40 business days. The Pur chaser shall, on the terms and subject to the prior satisfaction or waiver of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees thatOffer, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares Shares tendered as soon as it is legally permitted to do so under applicable law as long as such date is on or after January 5, 1998; provided, however, that if, immediately prior to the initial expiration date of Company Common Stock validly the Offer (as it may be extended), the Shares tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more equal less than 50.190% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedShares, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Purchaser may extend the Offer from time for one or more periods not to time until exceed an aggregate of thirty business days, notwithstanding that all conditions to the earlier Offer are satisfied as of such expiration date of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.01 a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) business days following the date hereof)public announcement of the terms of this Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% to purchase all of all the outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 .01 per shareshare (the "Shares"), including the associated Rights (defined below in Section 4.1(c)) of the Company ("Company Common Stock") at a price of $20.25 30.50 per shareShare (including such associated Rights), net to the seller in cash cash. The Offer shall be subject 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 which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such price, or any such higher price as may be paid in the Offer, total number of outstanding Shares being hereinafter referred to herein as the "Offer PriceFully Diluted Shares"). The obligation of Merger Sub to consummate ) (the Offer "Minimum Condition") and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Parent and Merger Subsidiary expressly reserve the Company or any of right to waive the Company Subsidiaries (as defined below) will be tendered pursuant conditions to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will notprovided that, without the prior written consent of the Company, (i) decrease or no change may be made which changes the form of consideration to be paid, decreases the consideration payable price per Share or the number of Shares sought in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition, extends the Offer (but may not waive except as set forth in the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawnfollowing sentence), or (v) make makes any other change in the terms or conditions of to any condition to the Offer set forth in Annex I which is adverse to the holders of the shares of Company Common StockShares. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer in this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, it will Merger Subsidiary shall accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after expiration of the Offeracceptance; provided, however, provided that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Subsidiary may extend the Offer from time to time until if, at the earlier of the consummation scheduled expiration date of the Offer or 30 Business Days after any extension thereof any of the date hereofconditions to the Offer shall not have been satisfied, until such time as such conditions are satisfied or waived, and shall Merger Subsidiary may extend the Offer for a further period of time of not more than 20 business days to meet the objective (x) which is not a condition to the extent necessary to comply Offer) that there be validly tendered, in accordance with the waiting period requirements terms of the Offer, prior to the expiration date of the Offer (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"so extended) and (y) upon the request not withdrawn a number of Shares, which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the CompanyFully Diluted Shares. Subject to Section 9.1, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy if the condition set forth in clause (2ii) of the first paragraph of Annex A. The Company I is not satisfied as of the date the Offer would otherwise have expired, Merger Subsidiary shall extend the Offer until the earlier of (i) the date that is 30 days after the first scheduled expiration date and Merger Sub shall use commercially reasonable efforts to satisfy (ii) the conditions date the condition set forth in clause (ii) of the first paragraph of Annex A as soon as practicableI is satisfied.

The Offer. (a) Provided that Subject to the conditions of this Agreement Agreement, Purchaser shall, and Parent shall not have been terminated in accordance with Section 8.01 hereof, promptly cause Purchaser to use commercially reasonable efforts to commence within five (but in no event later than five 5) Business Days from the date hereof (as defined belowand in any event Purchaser shall, and Parent shall cause Purchaser to, commence within ten (10) following Business Days from the date hereof), Merger Sub shall commence (the Offer within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, applicable rules and regulations of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")SEC. The obligation obligations of Merger Sub Purchaser to, and of Parent to consummate the Offer and to cause Purchaser to, accept for payment payment, and to pay for for, any shares of the Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those (i) there being validly tendered and not withdrawn prior to the expiration of the Offer that number of shares of the Company Common Stock that, together with shares of the Company Common Stock already owned by Parent and Purchaser or their respective Affiliates, which shall include, for the avoidance of doubt, Xxxxxx X. Xxxxxxxx, would represent at least a majority of the Fully Diluted Shares (the “Minimum Tender Condition”) and (ii) the satisfaction, or waiver by Parent or Purchaser, of the other conditions and requirements set forth in Exhibit C as such conditions may be modified in accordance with the express terms of this Agreement. The initial expiration date of the Offer shall be midnight (New York City time) on the twentieth (20th) Business Day following commencement of the Offer (determined using Rule 14d-1(g)(3) of the Exchange Act). Purchaser expressly reserves the right in its sole discretion to waive, in whole or in part, any condition to the Offer or modify the terms of the Offer, except that, without the written consent of the Company, Purchaser shall not (i) reduce the number of shares of the Company Common Stock subject to the Offer, (ii) reduce the Offer Price, (iii) waive or amend the Minimum Tender Condition, (iv) add to the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by Exhibit C or modify any condition set forth in Exhibit C in any manner adverse to the Company or any the holders of the Company Subsidiaries Common Stock, (v) except as defined belowotherwise provided in this Section 2.1(a), extend the Offer or change the form of consideration payable in the Offer or (vii) will be tendered pursuant otherwise amend the Offer in any manner adverse to the Company or the holders of the Company Common Stock. The parties hereto agree to cooperate in good faith to modify the terms of the Offer as and if required by the SEC. Notwithstanding any provision of this Agreement to the contrary, Purchaser shall extend the Offer for the minimum period required by any rule, regulation, interpretation or position of the SEC or the staff thereof applicable to the Offer; provided, however, that prior Purchaser shall not be required to, and Parent shall not be required to cause Purchaser to, extend the Effective Time (as defined below)Offer beyond the Outside Date. In addition, shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) unless this Agreement has been terminated in accordance with its terms, if at the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent otherwise scheduled expiration date of the Company, Offer (i) decrease any condition to the Offer is not satisfied, Purchaser shall, and Parent shall cause Purchaser to, extend the Offer for one (1) or change more consecutive increments of not more than ten (10) Business Days each (or for such longer period as may be agreed to by the form of the consideration payable in the Offer, Company) and (ii) decrease if the number Marketing Period has not ended at the time of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any satisfaction or waiver of the conditions to set forth in Exhibit C, Purchaser may, and Parent may cause Purchaser to, extend the Offer to a date that is not more than (but may not waive 2) two Business Days after the condition that not less than 50.1% end of the Company Common Stock outstanding on a fully diluted basis Marketing Period; provided, however, that Purchaser shall have been validly tendered not be required to, and Parent shall not withdrawn)be required to cause Purchaser to, or (v) make any other change in extend the Offer beyond the Outside Date. On the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, and subject to the terms and conditions of the Offer and this Agreement, it will Purchaser shall, and Parent shall cause Purchaser to, accept for payment and pay for (subject to any withholding of Tax pursuant to Section 3.2(e)) all shares of the Company Common Stock validly tendered and not validly withdrawn pursuant to the Offer that Purchaser becomes obligated to purchase pursuant to the Offer promptly after the expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that (as it shall expire 20 Business Days after it is commenced, and may not be extended except as provided belowand re-extended in accordance with this Section 2.1(a)). If the conditions set forth Nothing contained in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of Section 2.1(a) shall affect any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth termination rights in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableArticle VIII.

The Offer. (a) Section 1.1.1 Provided that this Agreement shall not have been terminated in accordance with Section 8.01 7.1 hereof, Merger Sub shall, as promptly as practicable after the date hereof (but in no event later than five and shall use commercially reasonably efforts to, within ten (10) Business Days (as defined below) following after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer the Offer. Each share of Company Common Stock accepted by Merger Sub pursuant to purchase the Offer shall be exchanged for the right to receive that number of shares of Manpower Common Stock equal to $18.75 divided by the Average Trading Price (rounded to the fourth decimal place); provided, however, that if the number of shares so calculated (1) is greater than 0.4497, then such number shall be reduced to 0.4497 (the "OfferFixed Exchange Rate"), or (2) is less than 0.3680, then such number shall be increased to 0.3680; and provided, further, that if the Average Trading Price is less than $37.80, then Manpower shall have the option, but not the obligation, to issue an additional number of shares of Manpower Common Stock (the "Additional Shares") at least 50.1% for each share of all shares outstanding Company Common Stock such that the sum of (on a fully diluted basisa) of common stock, par value $.25 per share, the product of the Company Fixed Exchange Rate and the Average Trading Price and ("Company b) the product of the Additional Shares and the Average Trading Price shall equal $17.00 (such number of shares of Manpower Common Stock") at a price , as adjusted if applicable, and the number of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being Additional Shares are hereinafter collectively referred to herein as the "Offer PriceExchange Rate"). If, prior to 12:00 noon New York time on the first trading day preceding the Appointment Time, Manpower has, by written notice to the Company, elected to exercise its option to issue the Additional Shares, then the Company shall not have the right to terminate this Agreement pursuant to Section 7.1.7. The obligation initial expiration date of the Offer shall be the twentieth Business Day following commencement of the Offer. The obligations of Merger Sub to consummate accept for exchange and exchange the number of shares of Manpower Common Stock for shares of Company Common Stock shall be subject to the condition (the "Minimum Condition") that there shall be validly tendered in accordance with the terms of the Offer and to accept for payment and to pay for any not withdrawn a number of shares of Company Common Stock (including shares of Company Common Stock tendered pursuant thereto shall be subject only to those the Tender and Voting Agreement) which, together with the shares of Company Common Stock then owned by Manpower and Merger Sub (if any), immediately prior to acceptance for exchange of shares of Company Common Stock pursuant to the Offer, represents at least a majority of the sum of (i) the total number of shares of Company Common Stock outstanding immediately prior to such acceptance, and (ii) a number of shares of Company Common Stock determined by Manpower up to a maximum of the total number of shares of Company Common Stock issuable upon the exercise or conversion of all options, warrants, rights and convertible securities outstanding on the date hereof (such sum of shares is hereinafter referred to as the "Diluted Share Amount"), and to the other conditions set forth in Annex A I hereto. The Company agrees that no shares Manpower and Merger Sub expressly reserve the right to waive the conditions to the Offer and to make any change in the terms or conditions of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, no change may be made which (iA) decrease or change the form of the consideration payable in the Offer, (ii) decrease decreases the number of shares of Company Common Stock sought pursuant to in the Offer, (iiiB) impose additional changes the form or amount of consideration to be paid, (C) imposes conditions to the OfferOffer in addition to those set forth in Annex I, (ivD) change changes or waives the conditions to the Offer, except that Merger Sub in its sole discretion may waive Minimum Condition or any of the conditions set forth in clauses (2), (3), (4), (5) or (6) of the first paragraph of Annex I, provided, that if the Company delivers to Manpower the Company's written consent to the waiver of clauses (5) and (6) of the first paragraph of Annex I, then Manpower and Merger Sub shall be deemed to have waived clauses (5) and (6) of the first paragraph of Annex I, (E) changes the expiration date of the Offer (but may not waive except as set forth in the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawnfollowing two sentences), or (vF) make makes any other change in to any of the terms or and conditions of to the Offer which is adverse in any material respect to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.Common

The Offer. (a) Provided Subject to the provisions of this Agreement, as promptly as practicable after the date that this Agreement is executed by Parent, Sub and the Company, Parent and Sub shall not have been terminated amend the Offer to reflect this Agreement and amend the conditions to the Offer in accordance with Section 8.01 hereofherewith. The expiration date of the Offer shall be the tenth day, promptly other than a Saturday, Sunday or a day on which banks are authorized by law to close in New York, New York (but in no event later than five Business Days (as defined below) following each a "BUSINESS DAY"), from and after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under Offer is amended to provide for the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any outstanding shares of Company Common Stock in accordance with the terms of this Agreement. The Offer shall be made pursuant to a supplement to Sub's offer to purchase, dated August 8, 2002 and contained in the Schedule TO, and a related letter of transmittal (such Schedule TO and the documents included therein pursuant to which the Offer will be made, together with any supplements or amendments thereto, the "OFFER DOCUMENTS") containing the terms and conditions set forth in this Agreement and in form reasonably satisfactory to the Company. The obligation of Sub to accept for payment, and pay for, any Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by (the Company or "OFFER CONDITIONS") (any of which may be waived in whole or in part by Parent and Sub in their reasonable discretion, except that Parent and Sub shall not waive the Company Subsidiaries (as defined belowMinimum Condition without the consent of the Company) will be tendered pursuant and to the Offer; provided, however, that prior terms and conditions of this Agreement. Parent and Sub expressly reserve the right to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with modify the terms thereof or Section 2.09. Merger Sub will notof the Offer, except that, without the prior written consent of the Company, Parent and Sub shall not (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease reduce the number of shares of Company Common Stock sought pursuant subject to the Offer, ; (ii) reduce the Offer Price; (iii) impose additional amend or add to the Offer Conditions; (iv) except as provided in the next sentence, extend the Offer; (v) change the form of or reduce the consideration payable in the Offer; or (vi) amend any other term of the Offer in any manner adverse to the Company Stockholders. Notwithstanding the foregoing, Parent and Sub (i) shall extend the Offer for no longer than five Business Days at any one time, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived; (ii) may extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "COMMISSION") applicable to the Offer, ; (iii) may extend the Offer for any reason on one or more occasions for an aggregate period of not more than 10 Business Days beyond the latest expiration date that would otherwise be permitted under clause (i) or (ii) of this sentence; or (iv) change may extend the Offer for one or more subsequent offering periods of up to an additional 20 Business Days in the aggregate pursuant to Rule 14d-11 of the Securities Exchange Act of 1934, as amended (together with the rules and regulations thereunder, the "EXCHANGE ACT"); provided that, in the case of clause (iv) above, Sub shall immediately accept for payment and promptly pay for all shares of Company Common Stock validly tendered, and not properly withdrawn, during the initial offering period in accordance with Rule 14d-11 of the Exchange Act. Subject to the foregoing and applicable law and upon the terms and subject to the conditions to of the Offer, except that Merger Sub in its sole discretion may waive any of shall, and Parent shall cause it to, accept for payment, as promptly as permitted under applicable securities laws, and pay for, as promptly as practicable after the conditions date on which Sub first accepts shares for payment pursuant to the Offer (but may not waive the condition that not less than 50.1% such date, regardless of whether Parent and Sub elect to provide for one or more subsequent offering periods pursuant to Rule 14d-11 of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawnExchange Act, the "ACCEPTANCE DATE"), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this The Merger Agreement shall not have been terminated in accordance with Section 8.01 hereofprovides that, upon the terms and subject to the conditions thereof, Purchaser will commence the Offer as promptly (as reasonably practicable, but in no event later than five Business Days business days after the initial public announcement of Purchaser's intention to commence the Offer. The obligation of Purchaser to accept for payment Shares tendered pursuant to the Offer is subject to the satisfaction of the Minimum Condition and certain other conditions that are described in "The Tender Offer - 9. Conditions to the Offer." Purchaser has agreed that no change in the Offer may be made which waives the Minimum Condition, and no change may be made which decreases the price per Share payable in the Offer, which changes the form of consideration, which reduces the maximum number of Shares to be purchased in the Offer, which makes changes to the Offer which are otherwise adverse to the Company or the Public Stockholders or which imposes conditions to the Offer in addition to those set forth in "The Tender Offer - 9. Conditions to the Offer" hereof without the prior consent of the Company. The Merger. The Merger Agreement provides that, upon the terms and subject to the conditions thereof, and in accordance with Delaware Law, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser will cease and the Company will continue as the Surviving Corporation of the Merger. At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or holders of any Shares, (as defined belowa) following each Share issued and outstanding immediately prior to the date hereof)Effective Time (other than any Shares held in the treasury of the Company, or owned by Purchaser, any Affiliate of Purchaser or any direct or indirect subsidiary of the Company and any Shares which are held by stockholders who have not voted in favor of the Merger Sub or consented thereto in writing and who shall commence (within have demanded properly in writing appraisal for such Shares in accordance with Delaware Law) shall be cancelled and converted automatically into the meaning of Rule 14d-2 under right to receive $7.875 per Share in cash or such higher price paid in the Exchange Act) an offer to purchase Offer (the "OfferMerger Consideration") at least 50.1% payable, after reduction for any required Tax withholding, without interest, to the holder of all shares outstanding such Share, upon surrender, in the manner provided in the Letter of Transmittal, of the certificate that formerly evidenced such Share; (on a fully diluted basisb) each Share held in the treasury of common stockthe Company and each Share owned by Purchaser, any Affiliate of Purchaser or any direct or indirect wholly owned subsidiary of the Company immediately prior to the Effective Time shall be canceled without any conversion thereof and no payment or distribution will be made with respect thereto; and (c) each share of Class A Common Stock, par value $.25 .01 per share, of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Class A Common Stock, par value $.50 per share, of the Company ("Company Surviving Corporation, and each share of Class B Common Stock") at a price of , par value $20.25 .01 per share, net of Purchaser issued and outstanding immediately prior to the seller Effective Time shall be converted into and exchanged for one validly issued, fully paid and nonassessable share of Class B Common Stock, par value $.50 per share, of the Surviving Corporation. The Merger Agreement provides that the directors of Purchaser immediately prior to the Effective Time will be the initial directors of the Surviving Corporation and that the officers of the Company immediately prior to the Effective Time will be the initial officers of the Surviving Corporation, in cash each case until their respective successors are duly elected or appointed and qualified. The Merger Agreement provides that, at the Effective Time, the Certificate of Incorporation of the Company restated in the form attached to the Merger Agreement will be the Certificate of Incorporation of the Surviving Corporation. The Merger Agreement also provides that the By-laws of the Company, as in effect immediately prior to the Effective Time, will be the By-laws of the Surviving Corporation. The Merger Agreement provides that each Company Stock Option outstanding at the Effective Time under the Company Stock Option Plan shall be canceled by the Company immediately prior to the Effective Time, and each holder of a canceled Company Stock Option shall be entitled to receive at the Effective Time or as soon as practicable thereafter from the Company in consideration for the cancellation of such Company Stock Option an amount equal to the product of (i) the number of Shares previously subject to such priceCompany Stock Option, or any and (ii) the excess, if any, of the Merger Consideration over the exercise price per share of Shares previously subject to such higher price as may Company Stock Option, which shall be paid in cash, after reduction for applicable tax withholding. The Merger Agreement provides that notwithstanding any provision of the OfferMerger Agreement to the contrary, being referred Shares that are outstanding immediately prior to herein the Effective Time and which are held by stockholders who shall have not voted in favor of the Merger or consented thereto in writing and who shall have demanded properly in writing appraisal for such Shares in accordance with Section 262 of Delaware Law shall not be converted into or represent the right to receive the Merger Consideration. Such stockholders shall be entitled to receive payment of the appraised value of such Shares held by them in accordance with the provisions of such Section 262, except that all Dissenting Shares held by stockholders who shall have failed to perfect or who effectively shall have withdrawn or lost their rights to appraisal of such Shares under such Section 262 shall thereupon be deemed to have been converted into and to have become exchangeable for, as of the Effective Time, the right to receive the Merger Consideration, without any interest thereon, upon surrender, in the manner provided in the Merger Agreement, of the certificate or certificates that formerly evidenced such Shares. Agreements of Purchaser and the Company. Pursuant to the Merger Agreement, the Company shall, if required by applicable law in order to consummate the Merger, duly call, give notice of, convene and hold an annual or special meeting of its stockholders as soon as practicable following consummation of the Offer for the purpose of considering and taking action on the Merger Agreement and the transactions contemplated thereby (the "Offer PriceStockholders' Meeting"). The obligation Merger Agreement also provides that subject to its fiduciary duties under applicable law as advised by independent counsel, if the Minimum Condition shall not have been satisfied and such condition shall have been waived by Purchaser, at the Stockholders' Meeting Purchaser will cause all Shares then owned by it and the Shares under its control to be voted in favor of the Merger. The Merger Sub Agreement provides that, notwithstanding the preceding paragraph, in the event that Purchaser shall acquire at least 90 percent of the then outstanding Shares of each class, subject to consummate certain conditions, Purchaser and the Offer Company agree to take all necessary and appropriate action to accept for payment cause the Merger to become effective in accordance with Section 263 of Delaware Law as soon as reasonably practicable after such acquisition, without a meeting of the Company's stockholders. The Merger Agreement provides that the Company will, if required by applicable law, as soon as practicable following consummation of the Offer, file an information or proxy statement (the "Proxy Statement") with the under the Exchange Act, and use best efforts to pay for have the Proxy Statement cleared by the Commission. Purchaser and the Company will cooperate with each other in the preparation of the Proxy Statement, and the Company will notify Purchaser of the receipt of any shares comments of Company Common Stock tendered pursuant thereto the Commission with respect to the Proxy Statement. The Merger Agreement further provides that the Certificate of Incorporation of the Surviving Corporation shall be subject only contain provisions no less favorable with respect to those conditions indemnification than are set forth in Annex A heretoArticle Eighth of the Certificate of Incorporation of the Company, which provisions shall not be amended, repealed or otherwise modified for a period of ten years from the Effective Time in any manner that would adversely affect the rights thereunder of individuals who at the Effective Time were directors, officers, employees, fiduciaries or agents of the Company, unless such modification shall be required by law. The Merger Agreement provides that the Company agrees shall, to the fullest extent permitted under applicable law and regardless of whether the Merger becomes effective, indemnify and hold harmless, and, after the Effective Time, the Surviving Corporation shall, to the fullest extent permitted under applicable law, indemnify and hold harmless, each present and former director, officer, employee, fiduciary and agent of the Company (collectively, the "Indemnified Parties") against all costs and expenses (including attorneys' fees), judgments, fines, losses, claims, damages, liabilities and amounts paid in settlement in connection with any claim, action, suit, proceeding or investigation (whether arising before or after the Effective Time), whether civil, criminal, administrative or investigative, arising out of or pertaining to any action or omission in their capacity as an officer, director, employee, fiduciary or agent, whether occurring before or after the Effective Time, for a period of ten years after the date hereof. The Merger Agreement provides that no shares of Company Common Stock held the Surviving Corporation shall use its best efforts to maintain in effect for six years from the Effective Time, if available, the current directors' and officers' liability insurance policies maintained by the Company or any (provided that the Surviving Corporation may substitute therefor policies of at least the Company Subsidiaries (as defined belowsame coverage containing terms and conditions which are not materially less favorable) will be tendered pursuant with respect to matters occurring prior to the OfferEffective Time; provided, however, that prior in no event shall the Surviving Corporation be required to expend pursuant to this provision: for the period beginning at the Effective Time and ending three years thereafter, more than an amount per year equal to 300% of current annual premiums (as defined below), shares of Company Common Stock held the "Current Annual Premiums") paid by the Company may be allocatedfor such insurance, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, and (ii) decrease for the number of shares of Company Common Stock sought pursuant to period beginning on the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any third anniversary of the conditions Effective Time and ending three years thereafter, more than an amount per year equal to the Offer (but may not waive the condition that not less than 50.1200% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableCurrent Annual Premiums.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an a tender offer to purchase (the "Offer") at least 50.1% for all of all the outstanding shares outstanding (on a fully diluted basis) of common stock, Common Stock of the par value of $.25 1.00 per share, share of the Company (the "Company Common Stock"), and all of the outstanding shares of Class A Stock of the par value of $1.00 per share of the Company (the "Class A Stock") (the shares of Common Stock and the shares of Class A Stock are sometimes referred to together as the "Shares"), at a price of $20.25 45.50 per shareShare, net to the seller in cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at the time of acceptance for payment of any Shares pursuant to the Offer (the "Share Purchase Date") at least (i) two-thirds of the outstanding Shares (determined on a fully diluted basis) and (ii) Shares entitled to cast at least two-thirds of the votes (counting the Class A Stock as entitled to cast 1/10th of a vote per share) that may be cast by all holders of Shares on the Merger (as defined in Section 1.4) (determined on a fully diluted basis)(the "Minimum Condition") and to the other conditions set forth in Annex A hereto, and shall consummate the Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Shares and Shares subject to issuance at the discretion of the holders under stock options or other stock based awards outstanding at the Share Purchase Date, excluding any portions of such options or awards surrendered to the Company pursuant to Section 2.4 of this Agreement). The obligation of Merger Sub to consummate the Offer and Purchaser to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, made by means of an offer to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder purchase (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.Offer to

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 7.1 and none of the events set forth in Annex A hereto shall have occurred or be existing (and shall not have been waived by the Purchaser), the Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) following business days after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, public announcement of the Company ("Company Common Stock") at a price execution of $20.25 per sharethis Agreement. The Purchaser shall, net on the terms of and subject to the seller in cash (such price, prior satisfaction or any such higher price as may be paid in waiver of the conditions of the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any up to 27,000,000 Shares validly tendered and not withdrawn pursuant to the Offer (or such other number of Shares as represents an absolute majority of the excess of (i) all shares of Company Common Stock outstanding on the Expiration Date on a fully-diluted basis, minus (ii) the total number of Shares issuable upon exercise of all outstanding employee stock options, with 27,000,000 Shares or such other number being herein referred to as the "50% Share Number") as soon as practicable after the later of the satisfaction of the conditions of the Offer and the expiration of the Offer; provided, however, that no such payment shall be made until after the calculation of the applicable proration factor in the Offer. The obligation of the Purchaser to purchase and pay for shares tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock Shares held by the Company or any of the Company its Subsidiaries (as defined below) will be tendered to the Purchaser pursuant to the Offer; provided. The Purchaser expressly reserves the right to waive any of such conditions, however, that prior to increase the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration price per Share payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant Offer and to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change changes in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not no change may be obligated to accept for payment and pay for made which decreases the price per Share payable in the Offer, reduces the number of Shares to be purchased in the aggregateOffer, more than 50.1% changes the form of consideration to be paid in the outstanding shares Offer, modifies any of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied hereto in any manner adverse to the holders of Shares or, to except as provided in the extent permitted by this Agreementnext two sentences, waived by Merger Sub as extends the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of any the Company, (i) extend the Offer beyond the scheduled expiration date, Merger Sub may which shall be 20 business days following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to the Purchaser's obligation to accept for payment and to pay for the Shares shall not be satisfied or waived, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. So long as this Agreement is in effect and the condition to the Offer set forth in clause (i) of the first paragraph of Annex A has not been satisfied or waived, the Purchaser shall extend the Offer from time to time until for a period or successive periods not to exceed 10 business days each after the earlier previously scheduled expiration date of the consummation Offer. The Per Share Cash Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an a tender offer to purchase (the "Offer") at least 50.1% for any and all of all the outstanding shares outstanding (on a fully diluted basis) of common stockCommon Stock, par value $.25 .03 per shareshare (the "Shares"), of the Company ("Company Common Stock") at a price of $20.25 U.S.$45.00 per shareShare, net to the seller in cash (such price, or any such higher other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price") and, subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto, shall consummate the Offer in accordance with its terms ("fully diluted basis" means issued and outstanding Shares and Shares subject to issuance under Company Option Plans (as defined in Section 2.4) and Shares subject to issuance upon exercise of outstanding warrants, calls, subscriptions or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or securities convertible or exchangeable for such capital stock). The obligation obligations of Merger Sub the Purchaser to consummate commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not properly withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Company agrees that no shares Offer shall be made by means of Company Common Stock held by an offer to purchase (the Company "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and the conditions set forth in Annex A hereto. The Purchaser shall not amend or waive the Minimum Condition and shall not decrease the Offer Price or decrease the number of Shares sought or amend any other condition of the Offer in any manner adverse to the holders of the Shares (other than with respect to insignificant changes or amendments and subject to the penultimate sentence of this Section 1.1) without the written consent of the Company Subsidiaries (as defined belowsuch consent to be authorized by the Board of Directors of the Company (the "Company Board") will be tendered pursuant to the Offeror a duly authorized committee thereof); provided, however, that prior if on the initial scheduled expiration date of the Offer, which shall be 20 business days after the date the Offer is commenced, all conditions to the Effective Time Offer shall not have been satisfied or waived, the Purchaser may, from time to time, in its sole discretion, extend the expiration date; provided, however, that the Purchaser shall, if the Company, Parent and the Purchaser 8 have not obtained the approvals of any Governmental Entity (as defined below)in Section 3.4) as required under Section 5.4, shares extend the expiration date for a period of Company Common Stock held by the Company lesser of (i) 2 business days after the date that all such approvals have been obtained and (ii) 35 days after such initial scheduled expiration date. In addition, the Offer Price may be allocatedincreased, issued, delivered or transferred pursuant and the Offer may be extended to the Company Stock Option Plan (as extent required by law in connection with such term is defined increase in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, each case without the prior written consent of the Company. The Purchaser shall, (i) decrease on the terms and subject to the prior satisfaction or change the form waiver of the consideration payable in conditions of the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares Shares validly tendered as soon as it is permitted to do so under applicable law; provided, however, that if, immediately prior to the initial expiration date of Company Common Stock the Offer (as it may be extended), the Shares validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more equal less than 50.190% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedShares, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Purchaser may extend the Offer from time for a period not to time until exceed 10 business days, notwithstanding that all conditions to the earlier Offer are satisfied as of such initial expiration date of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 14d2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase (the "Offer") at least 50.1% of to purchase for cash all shares of the issued and outstanding (on a fully diluted basis) of common stock, par value $.25 .01 per shareshare (referred to herein as either the "Shares" or "Company Common Stock"), of the Company (including the associated Common Stock Purchase Rights (the "Company Common StockRights") issued pursuant to the Rights Agreement between the Company and Harrxx Xxxst Company of New York, as Rights Agent, dated as of September 11, 1997 (the "Rights Agreement")), at a price of $20.25 17.50 per shareShare, net to the seller in cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with the Shares beneficially owned 3 by Parent or the Purchaser, represents at least a majority of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of Merger Sub the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to consummate do so under applicable law. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Company agrees that no shares Offer shall be made by means of Company Common Stock held by an offer to purchase (the Company or any of the Company Subsidiaries (as defined below"Offer to Purchase") will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with containing the terms thereof set forth in this Agreement, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or Section 2.09. Merger Sub will not, without waive the prior written consent of Minimum Condition and shall not decrease the Company, (i) decrease Offer Price or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Shares sought, or (v) make amend any other change in the terms or conditions condition of the Offer which is in any manner adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject Shares (other than with respect to insignificant changes or amendments) without the terms and conditions written consent of the Offer and this Agreement, it will accept for payment and pay for all shares Company (such consent to be authorized by the Board of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration Directors of the Offer; Company or a duly authorized committee thereof), provided, however, that Merger Sub if on the initial scheduled expiration date of the Offer (as it may be extended), all conditions to the Offer shall not be obligated to accept for payment and pay for in have been satisfied or waived, the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If from the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of December 31, 1998. In addition, the Offer or 30 Business Days after the date hereof, Price may be increased and shall extend the Offer (x) may be extended to the extent necessary to comply required by law in connection with such increase in each case without the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request consent of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle IX, promptly (and provided further that none of the events set forth in Annex I hereto shall have occurred and be continuing, unless otherwise agreed by Parent and the Company, as soon as practicable after the public announcement of the execution of this Agreement, but in no any event later than five Business Days (as defined below) following within ten business days after the date hereof), Parent shall cause Merger Sub shall to commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, . The consummation of the Company Offer shall be subject only to ("Company Common Stock"x) at a price the condition that there shall be validly tendered in accordance with the terms of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred prior to herein as the "Offer Price"). The obligation expiration of Merger Sub to consummate the Offer Offer, and to accept for payment and to pay for any not withdrawn, at least a number of shares of Company Common Stock tendered pursuant thereto shall be subject only to those that, together with the shares of the Company Common Stock then beneficially owned by Parent, represents a majority of the shares of Company Common Stock outstanding on a fully-diluted basis (the "Minimum Condition") and (y) the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Merger Sub expressly reserves the Company or right to waive any of the Company Subsidiaries (as defined below) will be tendered pursuant conditions to the Offer and to make any change in the terms of or conditions to the Offer; provided, however, provided that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will may not, without the prior written consent of the Company, (i) decrease waive the satisfaction of the Minimum Condition or (ii) accept for payment any shares of Company Common Stock tendered pursuant to the Offer if the Minimum Condition has not been met, and provided further that no change may be made without the prior written consent of the Company that changes the form of consideration payable in the Offer, decreases the consideration payable in the Offer, (ii) decrease reduces the maximum number of shares of Company Common Stock sought pursuant to be purchased in the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the imposes conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), in addition to those set forth in Annex I or (v) make makes any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject Subject to the terms and conditions thereof, the Offer shall remain open until at least midnight, New York City time, on the date that is 20 business days after the date the Offer is commenced (the "Initial Expiration Date"). Notwithstanding the foregoing, Merger Sub may, without the consent of the Company, (i) if, at any scheduled expiration of the Offer and this Agreement, it will any of the conditions to Merger Sub's obligation to accept shares for payment and pay shall not be satisfied or waived, extend the Offer beyond the Initial Expiration Date for a time period reasonably necessary to permit such condition(s) to be satisfied, (ii) extend the Offer for any period required by any rule, regulation or interpretation of the SEC, or the staff thereof, applicable to the Offer or (iii) extend (or re-extend) the Offer for an aggregate period of three to 20 business days beyond the latest applicable date that would otherwise be permitted under clause (i) or (ii) of this sentence, if, as of such date, all of the conditions to Merger Sub's obligations to accept shares for payment are satisfied or waived, but the number of shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more equals less than 50.190% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration datemay, Merger Sub may extend without the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request consent of the Company, to a date no later than November 30extend the Offer in accordance with Rule 14d-11 under the Exchange Act. In addition, 1997 the Per Share Amount may be increased and the Offer may be extended to the extent necessary for IHK to satisfy required by law in connection with such increase, in each case without the condition set forth in clause (2) consent of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableCompany.

The Offer. (a) Provided that this Agreement nothing shall not have been terminated occurred that would result in accordance with Section 8.01 a failure to satisfy any of the conditions set forth in Annex I hereto, Merger Subsidiary shall, as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) business days following the date hereof)public announcement of the terms of this Agreement, Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% to purchase all of all the outstanding shares outstanding (on a fully diluted basis) of common stock, par value $.25 .01 per shareshare (the "Shares"), including the associated Rights (defined below in Section 4.1(c)) of the Company ("Company Common Stock") at a price of $20.25 30.50 per shareShare (including such associated Rights), net to the seller in cash cash. The Offer shall be subject 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 which, together with the Shares then owned by Parent and Merger Subsidiary, represents at least a majority of the total number of outstanding Shares, assuming the exercise of all outstanding options, rights and convertible securities (if any) and the issuance of all Shares that the Company is obligated to issue (such price, or any such higher price as may be paid in the Offer, total number of outstanding Shares being hereinafter referred to herein as the "Offer PriceFully Diluted Shares"). The obligation of Merger Sub to consummate ) (the Offer "Minimum Condition") and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Parent and Merger Subsidiary expressly reserve the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant right to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) to make any other change in the terms or conditions of the Offer; provided that, without the written consent of the Company, no change may be made which changes the form of consideration to be paid, decreases the price per Share or the number of Shares sought in the Offer, imposes conditions to the Offer in addition to those set forth in Annex I, changes or waives the Minimum Condition, extends the Offer (except as set forth in the following sentence), or makes any other change to any condition to the Offer set forth in Annex I which is adverse to the holders of the shares of Company Common StockShares. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer in this Agreement and the satisfaction (or waiver to the extent permitted by this Agreement) of the conditions to the Offer, it will Merger Subsidiary shall accept for payment and pay for all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer as soon as practicable after the applicable expiration date of the Offer and shall pay for all such Shares promptly after expiration of the Offeracceptance; provided, however, provided that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub Subsidiary may extend the Offer from time to time until if, at the earlier of the consummation scheduled expiration date of the Offer or 30 Business Days after any extension thereof any of the date hereofconditions to the Offer shall not have been satisfied, until such time as such conditions are satisfied or waived, and shall Merger Subsidiary may extend the Offer for a further period of time of not more than 20 business days to meet the objective (x) which is not a condition to the extent necessary to comply Offer) that there be validly tendered, in accordance with the waiting period requirements terms of the Offer, prior to the expiration date of the Offer (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act"so extended) and (y) upon the request not withdrawn a number of Shares, which together with Shares then owned by Parent and Merger Subsidiary, represents at least 90% of the CompanyFully Diluted Shares. Subject to Section 9.1, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy if the condition set forth in clause (2ii) of the first paragraph of Annex A. The Company I is not satisfied as of the date the Offer would otherwise have expired, Merger Subsidiary shall extend the Offer until the earlier of (i) the date that is 30 days after the first scheduled expiration date and Merger Sub shall use commercially reasonable efforts to satisfy (ii) the conditions date the condition set forth in Annex A as soon as practicable.clause (ii) of the first paragraph

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with pursuant to Section 8.01 10.1 hereof, as promptly (as reasonably practicable, but in no event later than five fifteen Business Days (as defined below) following the date hereofpublic announcement of the terms of this Agreement (which public announcement shall occur no later than the first Business Day following the execution of this Agreement), Merger Sub Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an a tender offer (as it may be amended from time to time as permitted by this Agreement, the "OFFER") to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("shares of Company Common Stock") Stock issued and outstanding at a price of U.S. $20.25 35.00 per share, net to the seller in cash (such price, or any such higher price per share of Company Common Stock as may be paid in the Offer, being referred to herein as the "Offer PriceOFFER PRICE"). The obligation of Merger Sub to consummate the Offer and Purchaser to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those conditions set forth in Annex A hereto. The Company agrees the condition that no shares of Company Common Stock held there shall be validly tendered (other than by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09guaranteed delivery where actual delivery has not occurred) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease prior to the expiration date of the Offer and not withdrawn, a number of shares of Company Common Stock sought pursuant to that, together with the Offershares of Company Common Stock then owned by Parent and/or Purchaser, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any represents at least a majority of the conditions to the Offer (but may not waive the condition that not less than 50.1% shares of the Company Common Stock outstanding on a fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights to acquire, and securities exercisable or convertible into, Company Common Stock, whether or not exercised or converted at the time of determination) (the "MINIMUM CONDITION") and to the satisfaction or waiver by Purchaser as permitted hereunder of the other conditions set forth in Annex I hereto. The Offer shall have been validly tendered be made by means of an offer to purchase (the "OFFER TO PURCHASE") and not withdrawn)the related letter of transmittal, or (v) make any other change each in form reasonably satisfactory to the Company, containing the terms set forth in this Agreement and the conditions set forth in Annex I. Parent and Purchaser agree that the Offer to Purchase will state at least in the terms summary term sheet and in appropriate places in the Offer to Purchase that "Purchaser's obligation to purchase shares of Company Common Stock under the Offer is not conditioned on any financing arrangements or conditions subject to any financing condition." Without limiting the foregoing, effective upon Consummation of the Offer which is adverse Offer, the holder of such Company Common Stock will sell and assign to the holders Purchaser all right, title and interest in and to all of the shares of Company Common Stock. Merger Sub agrees thatStock tendered (including, subject but not limited to, such holder's right to the terms any and conditions of the Offer all dividends and this Agreementdistributions, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; providedif any, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedwith a record date before, and may not be a payment date after, the scheduled or extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable).

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofArticle VII, promptly then (i) not later than the first Business Day after execution of this Agreement, Parent and the Company shall issue a public announcement of the execution of this Agreement and (ii) Merger Sub shall, as soon as practicable, but in no event later than five two Business Days (as defined below) following after the date hereof)of such announcement, Merger Sub shall commence amend (within the meaning of Rule 14d-2 under 14d-2(a) of the Exchange Act) an offer the Offer to provide for the purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("outstanding shares of Company Common Stock") Stock at the Price Per Share subject to reduction only for any applicable federal withholding taxes. The initial expiration date of the Offer shall be the tenth Business Day from and after the date the Offer is amended to provide for the purchase of all of the outstanding shares of Company Common Stock in accordance with the terms hereof. The Offer shall be made pursuant to a price Supplemental Offer to Purchase and related Letter of $20.25 per share, net Transmittal in form reasonably satisfactory to the seller Company and containing terms and conditions set forth in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price")this Agreement. The obligation of Merger Sub to consummate the Offer and to accept for payment payment, purchase and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those (i) at least that number of shares of Company Common Stock equivalent to a majority of the total issued and outstanding shares of Common Stock on a fully diluted basis on the date such shares are purchased pursuant to the Offer (the "Minimum Shares") being validly tendered and not withdrawn prior to the expiration of the Offer (the "Minimum Condition") and (ii) the satisfaction of the other conditions set forth in Annex A hereto, any of which conditions may be waived by Merger Sub in its sole discretion. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company its Subsidiaries (as defined below) will be tendered to Merger Sub pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that Subject to the provisions of this Agreement, (i) not later than the first Business Day after execution of this Agreement, Parent and the Company shall issue a public announcement of the execution of this Agreement shall not have been terminated in accordance with Section 8.01 hereofand (ii) Merger Sub shall, promptly (as soon as practicable, but in no event later than five Business Days (as defined below) following after the date hereof)of such announcement, Merger Sub shall commence (within the meaning of Rule 14d-2 under 14d-2(a) of the Exchange Act) an a tender offer to purchase (the "Offer") at least 50.1% of to purchase ----- all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("outstanding shares of Company Common Stock") Stock at a price of $20.25 10.00 per share, net to the seller in cash without interest (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer PricePrice Per Share"), --------------- subject to reduction only for any applicable withholding taxes. The Offer shall be made pursuant to an Offer to Purchase and related Letter of Transmittal containing the terms and conditions set forth in this Agreement. The obligation of Merger Sub to consummate the Offer and to accept for payment payment, purchase and to pay for any shares of Company Common Stock tendered pursuant thereto to the Offer shall be subject only to those (i) at least that number of shares of Company Common Stock equivalent to 75% of the Fully Diluted Shares (as defined below) of Company Common Stock on the date such shares are purchased pursuant to the Offer (subject to reduction as described below, the "Minimum Shares") being validly tendered and not withdrawn prior to -------------- the expiration of the Offer and (ii) the satisfaction of the other conditions set forth in Annex A hereto, any of which conditions may be waived by Merger Sub ------- in its sole discretion; provided, however, that Merger Sub shall not reduce the Minimum Shares below a majority of the Fully Diluted Shares of Company Common Stock without the prior written consent of the Company. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company its Subsidiaries (as defined below) will be tendered to Merger Sub pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof, As promptly as practicable (but in no event later than five Business Days (as defined below) following business days after the date public announcement of the execution hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) an offer to purchase (the "Offer") at least 50.1% of to purchase for cash all shares outstanding (on a fully diluted basis) of the issued and out standing common stock, par value $.25 .01 per shareshare (referred to herein as either the "Shares" or "Company Common Stock"), of the Company (including the associated Common Stock Purchase Rights (the "Company Common StockRights") issued pursuant to the Rights Agreement between the Company and Harris Trust Company of New York, as Rights Agent, dated as of Septex xxx 11, 1997 (the "Rights Agreement")), at a price of $20.25 17.50 per shareShare, net to the seller in cash (such price, or any such higher price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"), subject to there being validly tendered and not withdrawn prior to the expiration of the Offer, that number of Shares which, together with the Shares beneficially owned by Parent or the Purchaser, represents at least a major ity of the Shares outstanding on a fully diluted basis (the "Minimum Condition") and to the other conditions set forth in Annex A hereto. The obligation Purchaser shall, on the terms and subject to the prior satisfaction or waiver (except that the Minimum Condition may not be waived) of Merger Sub the conditions of the Offer, accept for payment and pay for Shares tendered as soon as it is legally permitted to consummate do so under applicable law. The obligations of the Purchaser to commence the Offer and to accept for payment and to pay for any shares Shares validly tendered on or prior to the expiration of Company Common Stock tendered pursuant thereto the Offer and not withdrawn shall be subject only to those the Minimum Condition and the other conditions set forth in Annex A hereto. The Company agrees that no shares Offer shall be made by means of Company Common Stock held by an offer to purchase (the Company or any of the Company Subsidiaries (as defined below"Offer to Purchase") will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with containing the terms thereof set forth in this Agree ment, the Minimum Condition and the other conditions set forth in Annex A hereto. The Purchaser shall not amend or Section 2.09. Merger Sub will not, without waive the prior written consent of Minimum Condition and shall not decrease the Company, (i) decrease Offer Price or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Shares sought, or (v) make amend any other change in the terms or conditions condition of the Offer which is in any manner adverse to the holders of the shares Shares (other than with re spect to insignificant changes or amendments) without the written consent of the Company Common Stock. Merger Sub agrees that(such consent to be autho rized by the Board of Directors of the Company or a duly authorized committee thereof), subject to PROVIDED, HOWEVER, that if on the terms and conditions initial scheduled expiration date of the Offer and this Agreement(as it may be extended), it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant conditions to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in have been satisfied or waived, the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If from the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of December 31, 1998. In addition, the Offer or 30 Business Days after the date hereof, Price may be increased and shall extend the Offer (x) may be extended to the extent necessary to comply required by law in connection with such increase in each case without the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request consent of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof10.01 and nothing shall have occurred or be existing (and shall not have been waived by Parent or Merger Subsidiary) that would result in a failure to satisfy any of the conditions set forth in Annex I hereto, as promptly (as practicable, but in no any event later than five Business Days (as defined below) following within 7 business days after the date hereof), Merger Sub Subsidiary shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of to purchase all outstanding shares outstanding (on a fully diluted basis) of common stock, no par value $.25 per sharevalue, of the Company ("Company Common Stock") at a price of $20.25 3.00 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub Offer shall be subject to consummate the condition that there shall be validly tendered pursuant to the Offer and to accept for payment and to pay for any not properly withdrawn a number of shares of Company Common Stock tendered pursuant thereto shall be subject only that, together with the shares of Company Stock then beneficially owned by Parent (excluding shares issuable upon exercise of the Convertible Loan Agreement), represents at least a majority of the shares of Company Stock outstanding on a diluted basis taking into consideration options and warrants to those acquire Company Stock at an exercise or conversion price of $10.00 per share or less but excluding shares issuable upon exercise of the Convertible Loan Agreement (the "Minimum Condition") and to the other conditions set forth in Annex A I hereto. The Company agrees that no shares of Company Common Stock held by Merger Subsidiary expressly reserves the Company or right to waive any of the Company Subsidiaries (as defined below) will be tendered pursuant conditions to the Offer; provided, however, that prior Offer and to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined make any change in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will notconditions of the Offer, provided that without the prior written consent of the Company, (i) decrease or no change may be made that waives the Minimum Condition, changes the form of consideration to be paid, decreases the consideration payable in the Offer, (ii) decrease price per share of Company Stock or the number of shares of Company Common Stock sought pursuant to in the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the Offer or imposes conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse addition to those set forth in Annex I. Subject to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject foregoing and to the terms and conditions of the Offer Offer, Merger Subsidiary shall, and this AgreementParent shall cause it to, it will accept for payment and pay for for, as promptly as practicable after the expiration of the Offer, all shares of Company Common Stock validly tendered and not properly withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with pursuant to Section 8.01 10.1 hereof, as promptly (as reasonably practicable, but in no event later than five Business Days (as defined below) business days following the date hereofpublic announcement of the terms of this Agreement (which public announcement shall occur no later than the first business day following the execution of this Agreement), Merger Sub Purchaser shall, and Parent shall cause Purchaser to, commence (within the meaning of Rule 14d-2 under the Exchange Act) an a tender offer (as it may be amended from time to time as permitted by this Agreement, the "OFFER") to purchase (all of the "Offer") at least 50.1% shares of all shares Company Common Stock issued and outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of including the Company ("Company Common Stock"related Rights) at a price of $20.25 U.S.$73.00 per share, net to the seller in cash (such price, or any such higher price per share of Company Common Stock as may be paid in the Offer, being referred to herein as the "Offer PriceOFFER PRICE"). The obligation of Merger Sub to consummate the Offer and Purchaser to accept for payment and to pay for shares of Company Common Stock (including the related Rights) tendered pursuant to the Offer shall be subject only to the condition that there shall be validly tendered (other than by guaranteed delivery where actual delivery has not occurred) 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 Purchaser, represents at least two-thirds of the shares of Company Common Stock outstanding on a fully diluted basis (after giving effect to the conversion or exercise of all outstanding options, warrants and other rights to acquire, and securities exercisable or convertible into, Company Common Stock, whether or not exercised or converted at the time of determination, other than potential dilution attributable to the Rights) (the "MINIMUM CONDITION") and to the satisfaction or waiver by Purchaser as permitted hereunder of the other conditions set forth in Annex I hereto. The Offer shall be made by means of an offer to purchase (the "OFFER TO PURCHASE") and the related letter of transmittal, each in form reasonably satisfactory to the Company, containing the terms set forth in this Agreement and the conditions set forth in Annex I. Parent and Purchaser agree that the Offer to Purchase will state at least in the summary term sheet and in appropriate places in the Offer to Purchase that "Purchaser's obligation to purchase shares of Company Common Stock under the Offer is not conditioned on any financing arrangements or subject to any financing condition." Without limiting the foregoing, effective upon acceptance for payment of the Company Common Stock pursuant to the Offer in accordance with the terms hereof, the holder of such Company Common Stock will sell and assign to Purchaser all right, title and 10 15 interest in and to all of the shares of Company Common Stock tendered pursuant thereto shall (including, but not limited to, such holder's right to any and all dividends and distributions with a record date before, and a payment date after, the scheduled or extended expiration date). Purchaser expressly reserves the right, subject to compliance with the Exchange Act, 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 (i) the Minimum Condition may not be subject only waived or changed without the prior written consent of the Company and (ii) no change may be made that changes the form of consideration to those conditions set forth in Annex A hereto. The Company agrees that no be paid, decreases the Offer Price, decreases the number of shares of Company Common Stock held by sought in the Company Offer, adds to or modifies any of the Company Subsidiaries (as defined below) will be tendered pursuant conditions to the Offer; providedOffer set forth in Annex I, however, makes any other change in the terms of the Offer that prior is in any manner adverse to the Effective Time (as defined below), shares holders of the Company Common Stock held by or (except as provided in the Company may be allocated, issued, delivered or transferred pursuant to next sentence) changes the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with expiration date of the terms thereof or Section 2.09. Merger Sub will notOffer, without the prior written consent of the Company. Without the consent of the Company, Purchaser shall have the right to extend the expiration date of the Offer (which shall initially be 20 business days from the commencement date of the Offer), (i) decrease if, at the scheduled or change the form extended expiration date of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer shall not have been satisfied or, to the extent permitted, waived, until such conditions are satisfied or waived, (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, (iii) for up to 10 additional business days in increments of not more than two business days each (but may not waive in no event beyond the condition that not less than 50.1% Termination Date), if, immediately prior to the scheduled or extended expiration date of the Offer, the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, constitutes more than 50.180% and less than 90% of the outstanding Company Common Stock, notwithstanding that all conditions to the Offer are satisfied as of such expiration date of the Offer, or (iv) as contemplated in Section 10.1(c)(i); provided, that, in the case of any extension under clause (iii), Parent or Purchaser may not thereafter assert the failure of any of the conditions provided for in clauses (a)(iii), (a)(iv), (a)(v) and (b)(ii) of Annex I or, for purposes of clause (b)(iii) or (c) of Annex I, a Company Material Adverse Effect or a material breach of a representation or warranty, in each such case, by reason of an event other than a breach of a covenant by the Company occurring after the initial extension under clause (iii). In addition, if, at the scheduled or extended expiration date of the Offer, the Minimum Condition has been satisfied but Company Common Stock tendered and not withdrawn pursuant to the Offer constitutes less than 90% of the outstanding Company Common Stock, without the consent of the Company, Purchaser shall have the right to provide for a "subsequent offering period" (as contemplated by Rule 14d-11 under the Exchange Act) for up to 20 business days after Purchaser's acceptance for payment of the shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, Stock then tendered and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, withdrawn pursuant to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 7.1 and none of the events set forth in Annex A hereto shall have occurred or be existing (and shall not have been waived by the Purchaser), the Purchaser shall commence the Offer as promptly as reasonably practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below) following business days after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, public announcement of the Company ("Company Common Stock") at a price execution of $20.25 per sharethis Agreement. The Purchaser shall, net on the terms of and subject to the seller in cash (such price, prior satisfaction or any such higher price as may be paid in waiver of the conditions of the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any up to 27,000,000 Shares validly tendered and not withdrawn pursuant to the Offer (or such other number of Shares as represents an absolute majority of the excess of (i) all shares of Company Common Stock outstanding on the Expiration Date on a fully-diluted basis, minus (ii) the total number of Shares issuable upon exercise of all outstanding employee stock options, with 27,000,000 Shares or such other number being herein referred to as the "50% Share Number") as soon as practicable after the later of the satisfaction of the conditions of the Offer and the expiration of the Offer; provided, however, that no such payment shall be made until after the calculation of the applicable proration factor in the Offer. The obligation of the Purchaser to purchase and pay for shares tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock Shares held by the Company or any of the Company its Subsidiaries (as defined below) will be tendered to the Purchaser pursuant to the Offer; provided. The Purchaser expressly reserves the right to waive any of such conditions, however, that prior to increase 2 the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration price per Share payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant Offer and to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change changes in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock validly tendered and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not no change may be obligated to accept for payment and pay for made which decreases the price per Share payable in the Offer, reduces the number of Shares to be purchased in the aggregateOffer, more than 50.1% changes the form of consideration to be paid in the outstanding shares Offer, modifies any of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied hereto in any manner adverse to the holders of Shares or, to except as provided in the extent permitted by this Agreementnext two sentences, waived by Merger Sub as extends the Offer. Notwithstanding the foregoing, the Purchaser may, without the consent of any the Company, (i) extend the Offer beyond the scheduled expiration date, Merger Sub may which shall be 20 business days following the date of commencement of the Offer, if, at the scheduled expiration of the Offer, any of the conditions to the Purchaser's obligation to accept for payment and to pay for the Shares shall not be satisfied or waived, or (ii) extend the Offer for any period required by any rule, regulation or interpretation of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer. So long as this Agreement is in effect and the condition to the Offer set forth in clause (i) of the first paragraph of Annex A has not been satisfied or waived, the Purchaser shall extend the Offer from time to time until for a period or successive periods not to exceed 10 business days each after the earlier previously scheduled expiration date of the consummation Offer. The Per Share Cash Amount shall, subject to applicable withholding of taxes, be net to the seller in cash, upon the terms and subject to the conditions of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicableOffer.

The Offer. (1) 5 (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereofits terms, promptly (but in no event later than five Business Days (Acquisition Sub shall, as defined below) following soon as practicable after the date hereof), Merger Sub shall commence (within the meaning of Rule 14d-2 14d-2(a) under the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder (the "Exchange Act) ")), an offer to purchase (as such offer to purchase may be amended in accordance with the terms of this Agreement, the "Offer") at least 50.1% all of all the issued and outstanding shares outstanding (on a fully diluted basis"Shares") of common stock, par value $.25 0.01 per share, of the Company (the "Company Common Stock") at a price of not less than $20.25 13.875 per shareShare, net to the seller in cash (less applicable withholding taxes, if any) (such price, or any such higher other price per Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation After the commencement of Merger Sub to consummate the Offer, the Offer and the obligation of Acquisition Sub to accept for payment and to pay for any shares of Company Common Stock Shares tendered pursuant thereto to the Offer shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees hereto and the condition (the "Minimum Condition") that no shares of Company Common Stock held by there be validly tendered and not withdrawn prior to the Company or any expiration of the Company Subsidiaries Offer at least two-thirds of the Shares on a fully diluted basis (as defined belowthe "Minimum Percentage"). Parent and Acquisition Sub expressly reserve the right to waive any condition set forth in Annex A, to change the form or amount payable per Share in the Offer (including the Offer Price) will be tendered pursuant and to make any other changes in the terms and conditions of the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, Parent shall not amend, or permit to be amended, the Offer to (i) decrease or change the form of the consideration payable in the OfferOffer Price, (ii) decrease change the number of shares of Company Common Stock sought pursuant to the Offerconsideration into a form other than cash, (iii) impose additional add any conditions to the obligation of Acquisition Sub to accept for payment and pay for Shares tendered pursuant to the Offer, (iv) change amend (other than to waive) the Minimum Condition or the other conditions to the Offer, except that Merger Sub set forth in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn)Annex A, or (v) make any other change reduce the maximum number of Shares to be purchased in the terms or conditions Offer. If on the initial scheduled expiration date of the Offer (the "Initial Expiration Date"), which shall be 20 business days after the date the Offer is adverse commenced, all conditions to the holders Offer shall not have been satisfied or waived, Acquisition Sub may, from time to time, in its sole discretion, extend the expiration date of the shares Offer (the "Expiration Date"); provided, however, that, except as set forth below, the Expiration Date, as extended, shall be no later than the date that is 40 business days immediately following the Initial Expiration Date. Notwithstanding the foregoing, if on the Initial Expiration Date, the applicable waiting period (and any extension thereof) under the Hart-Xxxxx-Xxxxxx Xxxitrust Improvements Act of Company Common Stock. Merger 1976 (xxx "XXX Xxx") xx respect of the Offer shall not have expired or been terminated and all other conditions to the Offer shall have been satisfied or waived other than the Minimum Condition, Acquisition Sub agrees thatshall be required to extend the Expiration Date until such waiting period shall have expired or been terminated, subject to the provisions of Section 9.1(b)(ii). Acquisition Sub shall, on the terms and subject to the prior satisfaction or waiver of the conditions of the Offer and this AgreementOffer, it will accept for payment and pay for all shares of Company Common Stock validly Shares tendered as soon as practicable as it is legally permitted to do so under this Agreement and not withdrawn pursuant to the Offer promptly after expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stockapplicable law. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedbe made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Percentage and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicablehereto.

The Offer. (a) Provided that Subject to the provisions of this Agreement shall not have been terminated in accordance with Section 8.01 Agreement, as promptly as practicable after the date hereof, promptly (but in no event later than five Business Days (as defined below5) business days following the date hereof)public announcement of the terms of this Agreement, Merger Sub Buyer shall commence (within the meaning of Rule 14d-2 under the Exchange Act) an offer to purchase (the "Offer") at least 50.1% of all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") at a price of $20.25 per share, net to the seller in cash (such price, or any such higher price as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation of Merger Sub to consummate the Offer and to accept for payment and to pay for any shares of Company Common Stock tendered pursuant thereto shall be subject only to those the conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by I hereto (the Company or "Offer Conditions"), (any of which may be waived in whole or in part by Buyer in its sole discretion, provided that, without the Company Subsidiaries consent of the Company, Buyer shall not waive the Minimum Condition (as defined belowin Annex I)) will and to the terms and conditions of this Agreement. The initial scheduled expiration date of the Offer shall be tendered pursuant no more than twenty (20) business days after the Offer is commenced. Buyer expressly reserves the right to modify the terms of the Offer, except that, without the consent of the Company, Buyer shall not (i) reduce the number of Shares subject to the Offer; provided, however(ii) reduce the Offer Price, that prior (iii) add to the Effective Time Offer Conditions, (iv) except as defined below)provided in the next sentence, shares extend the expiration date of Company Common Stock held by the Company may be allocatedOffer, issued, delivered (v) change the form of consideration payable in the Offer or transferred pursuant (vi) amend any other term of the Offer in any manner adverse to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with holders of the terms thereof or Section 2.09Shares. Merger Sub will notNotwithstanding the foregoing, Buyer may, without the prior written consent of the Company, (iA) decrease or change the form of the consideration payable in extend the Offer, if at the scheduled or extended expiration date of the Offer any of the Offer Conditions shall not be satisfied or waived, until such time as such conditions are satisfied or waived (iiprovided, however, that the expiration date may not be extended beyond August 7, 1998 without the consent of the Company), and (B) decrease extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the "SEC") or the staff thereof applicable to the Offer or (C) if all Offer Conditions are satisfied or waived but the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not tendered is less than 50.180% of the then outstanding number of shares of Company Common Stock outstanding (determined on a fully diluted basis shall have been validly tendered for all outstanding stock options and not withdrawnany other rights to acquire Shares), extend the Offer for an aggregate period of not more than 10 business days (for all such extensions) beyond the latest expiration date that would be permitted under clause (A) or (vB) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stockthis sentence. Merger Sub agrees that, subject Subject to the terms and conditions of the Offer and this Agreement, it will Buyer shall accept for payment payment, and pay for for, all shares of Company Common Stock Shares validly tendered and not withdrawn pursuant to the Offer promptly that Buyer becomes obligated to accept for payment, and pay for, pursuant to the Offer as soon as practicable after the expiration of the Offer; provided, however, that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares of Company Common Stock. The Offer shall initially provide that it shall expire 20 Business Days after it is commenced, and may not be extended except as provided below. If the conditions set forth in Annex A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.

The Offer. (a) Provided that this Agreement shall not have been terminated in accordance with Section 8.01 hereof9.1 and none of the events set forth in Exhibit A hereto shall have occurred and be continuing, as promptly (but as practicable and in no any event later than five Business Days (as defined below) following within 7 business days of the date hereof), Merger Sub the Purchaser shall commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder ("Exchange Act")) an offer to purchase (the "Offer") at least 50.1% of to purchase all shares outstanding (on a fully diluted basis) of common stock, par value $.25 per share, of the Company ("Company Common Stock") Shares at a price of $20.25 62.00 per shareCompany Common Share, net to the seller in cash (such price, or the highest of any such higher price per Company Common Share as may be paid in the Offer, being referred to herein as the "Offer Price"). The obligation obligations of Merger Sub to consummate the Offer and Purchaser to accept for payment and to pay for any shares of Company Common Stock Shares validly tendered pursuant thereto to the Offer on or prior to the expiration of the Offer and not withdrawn shall be subject only to those conditions set forth in Annex A hereto. The Company agrees that no shares of Company Common Stock held by the Company or any of the Company Subsidiaries (as defined below) will be tendered pursuant to the Offer; provided, however, that prior to the Effective Time (as defined below), shares of Company Common Stock held by the Company may be allocated, issued, delivered or transferred pursuant to the Company Stock Option Plan (as such term is defined in Section 2.09) in accordance with the terms thereof or Section 2.09. Merger Sub will not, without the prior written consent of the Company, (i) decrease or change the form of the consideration payable in the Offer, (ii) decrease the number of shares of Company Common Stock sought pursuant to the Offer, (iii) impose additional conditions to the Offer, (iv) change the conditions to the Offer, except that Merger Sub in its sole discretion may waive any of the conditions to the Offer (but may not waive the condition that not less than 50.1% of the Company Common Stock outstanding on a fully diluted basis shall have been validly tendered and not withdrawn), or (v) make any other change in the terms or conditions of the Offer which is adverse to the holders of the shares of Company Common Stock. Merger Sub agrees that, subject to the terms and conditions of the Offer and this Agreement, it will accept for payment and pay for all shares of Company Common Stock there being validly tendered and not withdrawn pursuant prior to the Offer promptly after final expiration of the Offer; provided, however, Offer that Merger Sub shall not be obligated to accept for payment and pay for in the Offer, in the aggregate, more than 50.1% of the outstanding shares number of Company Common StockShares which, together with the Company Common Shares beneficially owned by the Parent or the Purchaser or any of their Subsidiaries, represents at least two-thirds of the Company Common Shares then issued and outstanding on a Fully-Diluted Basis (the "Minimum Condition") and (ii) the other conditions set forth in Exhibit A hereto. The Offer shall initially provide that it shall expire 20 Business Days after it is commencedbe made by means of an offer to purchase (the "Offer to Purchase") containing the terms set forth in this Agreement, the Minimum Condition and may not be extended except as provided below. If the other conditions set forth in Annex Exhibit A are not satisfied or, to the extent permitted by this Agreement, waived by Merger Sub as of any scheduled expiration date, Merger Sub may extend the Offer from time to time until the earlier of the consummation of the Offer or 30 Business Days after the date hereof, and shall extend the Offer (x) to the extent necessary to comply with the waiting period requirements (including any extension or second request) under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder (the hereto. "HSR Act") and (y) upon the request of the Company, to a date no later than November 30, 1997 to the extent necessary for IHK to satisfy the condition set forth in clause (2) of Annex A. The Company and Merger Sub shall use commercially reasonable efforts to satisfy the conditions set forth in Annex A as soon as practicable.