AGREEMENT AND PLAN OF MERGER AMONG EVRAZ GROUP S.A., OSCAR ACQUISITIONMERGER SUB, INC. and OREGON STEELMILLS, INC. Dated as ofNovember 20, 2006

(e)           No Plan has an “accumulated funding deficiency” (whether or not waived) within the meaning of Section 412 of the Code or Section 302 of ERISA. 

(f)            Except as disclosed in Section 4.09(f) of the Disclosure Letter no deduction for federal income tax purposes has been or is expected by the Company to be disallowed for remuneration paid by the Company or any of its Subsidiaries by reason of Section 162(m) of the Code, including by reason of the transactions contemplated hereby.

(g)           Except as disclosed in Section 4.09(g) of the Disclosure Letter, no Plan is under audit or is the subject of an investigation by the Internal Revenue Service, the U.S. Department of Labor or any other Governmental Entity, nor is any such audit or investigation pending or, to the Company’s knowledge, threatened.

(h)           Except as disclosed in Section 4.09(h) of the Disclosure Letter, the transactions contemplated by this Agreement will not result in the payment or series of payments by the Company or any of its Subsidiaries to any Person of an “excess parachute payment” within the meaning of Section 280G of the Code, or any other payment which is not deductible for federal income tax purposes under the Code.

(i)            Except as disclosed in Section 4.09(i) of the Disclosure Letter, neither the execution or delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement (alone or together with any other event) will (i) entitle any Person to any benefit under any Plan or result in any payment or benefit becoming due or payable, (ii) increase the amount or value or any benefit or compensation otherwise payable or required to be provided under any Plan or (iii) accelerate the time of payment, vesting or funding of, or increase the amount, of any compensation or benefits due to any Person under any Plan.

(j)            Except as disclosed in Section 4.09(j) of the Disclosure Letter, neither the Company nor any of its Subsidiaries has any liability with respect to an obligation to provide welfare benefits, including death or medical benefits (whether or not insured) with respect to any Person beyond their retirement or other termination of service other than coverage mandated by Section 4980B of the Code or state law or disability benefits under any employee welfare plan that have been fully provided for by insurance or otherwise.

(k)           The Company has made available to Parent and Purchaser, with respect to each Plan for which the following is relevant, a true and complete copy of:

(i)            the annual report, if required under ERISA, with respect to such Plan for the last two years, together with a copy of the financial statements for each such Plan for the last two years if required by ERISA;

(ii)           the Summary Plan Description, together with each Summary of Material Modifications, required under ERISA with respect to such Plan;

(iii)          any communication to or from any Governmental Entity with respect to any Plan, including a written description of any oral communication to or from any Governmental Entity since January 1, 2006;

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(iv)          if the Plan is funded through a trust or any third party funding vehicle (other than an insurance policy), the current trust or other funding agreement and the latest financial statements thereof;

(v)           the most recent determination letter (or opinion letter, if applicable) received from the Internal Revenue Service with respect to each Plan that is intended to be a “qualified plan” under Section 401 of the Code; and

(vi)          any and all amendments or material modifications to any of the foregoing.

(l)            With respect to each Plan for which financial statements are required by ERISA, there has been no material adverse change in the financial status of such Plan since the date of the most recent such statements provided or made available to Parent and Purchaser.

(m)          With respect to each Plan that is funded wholly or partially through an insurance policy, all premiums required to have been paid to date under the insurance policy have been paid, all premiums required to be paid under the insurance policy through the Effective Time will have been paid on or before the Effective Time.

(n)           Neither the Company nor any of its Subsidiaries has any announced plan or commitment, whether or not legally binding, to create any additional Plans or to amend or modify any existing Plan. 

(o)           Each Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code (a “Nonqualified Deferred Compensation Plan”) subject to Section 409A of the Code has been operated in compliance with Section 409A of the Code since January 1, 2005, based upon a good faith, reasonable interpretation of (A) Section 409A of the Code and (B)(1) the proposed regulations issued thereunder or (2) Internal Revenue Service Notice 2005-1 (clauses (A) and (B), together, the “409A Authorities”).  No Plan that would be a Nonqualified Deferred Compensation Plan subject to Section 409A of the Code but for the effective date provisions that are applicable to Section 409A of the Code, as set forth in Section 885(d) of the American Jobs Creation Act of 2004, as amended (the “AJCA”), has been “materially modified” within the meaning of Section 885(d)(2)(B) of the AJCA after October 3, 2004, based upon a good faith reasonable interpretation of the AJCA and the 409A Authorities.

(p)           Except as disclosed in Section 4.09(p):

(i)            neither the Company nor any of its Subsidiaries is a party to any collective bargaining agreement or other agreement or understanding with a labor union or labor organization, including any works councils;

(ii)           to the knowledge of the Company, there are no labor unions, works councils or other organizations representing, purporting to represent or attempting to represent, any employee of the Company or any of its Subsidiaries;

(iii)          there is no pending or, to the knowledge of the Company, threatened labor strike, dispute, walkout, work stoppage, slowdown or lockout with respect to employees

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of the Company or any of its Subsidiaries, and no such strike, dispute, walkout, slowdown or lockout has occurred within the past three years; and 

(iv)          no grievance or arbitration demand or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or to the knowledge of the Company has been threatened against the Company or its Subsidiaries that could reasonably be expected to result in any material liability.

(q)           Neither the Company nor any of its Subsidiaries has violated in any material respect any federal or state laws or any governmental rules or regulations, or orders, rulings, decrees, judgments or arbitration awards of any court, arbitrator or any Governmental Entity applicable to the Company or any of its Subsidiaries regarding the terms and conditions of employment or termination of employees, former employees or prospective employees or other labor related matters, and there are no complaints, lawsuits, or other proceedings pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries brought by or on behalf of any applicant for employment, any current or former employee or any class of the foregoing, relating to any such federal or state law or any governmental rule or regulation, or any order, ruling, decree, judgment or arbitration award of any court, arbitrator or any Governmental Entity, including laws, rules, regulations, orders, rulings, decrees, judgments and awards relating to wages, hours, civil rights, discrimination, fair labor standards and occupational health and safety, wrongful discharge or violation of the personal rights of employees, former employees or prospective employees except for such violations or complaints, lawsuits, or other proceedings, which have not had and would not reasonably be expected to result, individually or in the aggregate, a Material Adverse Effect.

(r)            Neither the Company nor any of its Subsidiaries is a party to, or otherwise bound by, any material consent decree with, or material citation by, any Governmental Entity relating to its current or former employees, officers or directors or employment practices.

(s)           Within the last year, neither the Company nor any of its Subsidiaries has effectuated (i) a “plant closing” (as defined in the Worker Adjustment and Retraining Notification Act (the “WARN Act”) or any similar law) affecting any site of employment or one or more facilities or operating units within any site of employment or facility of the Company or any of its Subsidiaries or (ii) a “mass layoff” (as defined in the WARN Act, or any similar law) affecting any site of employment or facility of the Company or any of its Subsidiaries.  The Company and its Subsidiaries have not laid off more than 35 employees in the aggregate in the ninety (90) calendar days prior to the date hereof.

(t)            For purposes of this Agreement, references to specific sections of the Code or ERISA shall also be deemed to be references to any successor provisions thereof.

SECTION 4.10.  Litigation.  As of the date hereof, there is no claim, action, suit, proceeding or to the knowledge of the Company governmental investigation (a “Proceeding”) pending or, to the knowledge of the Company, threatened against the Company or any of its Subsidiaries, that (i) involves, in any individual case, a claim for monetary damages against the Company or any of its Subsidiaries in excess of $3,000,000 as to which there is a reasonable

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probability of an adverse determination or (ii) seeks material equitable, declaratory or injunctive relief.  There is no Proceeding pending, or to the knowledge of the Company, threatened against the Company or any of its Subsidiaries or any properties or assets of the Company or any Subsidiaries of the Company, other than those which would not reasonably be expected to have individually or in the aggregate, a Material Adverse Effect.  Neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any continuing order, writ, injunction or decree except as has not had, and would not reasonably be expected to, individually or in the aggregate, have a Material Adverse Effect.  As of the date hereof, to the knowledge of the Company, no officer or director of the Company or its Subsidiaries is a defendant in any claim, action, suit, proceeding, arbitration, mediation or governmental investigation in connection with his or her status as an officer or director of the Company or any of its Subsidiaries.  To the knowledge of the Company, as of the date hereof, there are no SEC legal actions, audits, formal inquiries or investigations or material internal investigations pending or, to the knowledge of the Company, threatened, in each case regarding any accounting practices of the Company or any of its Subsidiaries or any malfeasance by any director or executive officer of the Company or any of its Subsidiaries.

SECTION 4.11.  Tax Matters.  Subject to such exceptions as would not, individually or in the aggregate, have a Material Adverse Effect:

(a)           The Company and its Subsidiaries have timely filed (or have been properly included in) all returns and reports relating to Taxes (including income taxes, withholding taxes and estimated taxes) required to be filed by applicable law with respect to each of the Company and its Subsidiaries or any of their income, properties or operations as of the date hereof, in all jurisdictions in which such returns are required to be filed.  All such returns are true, accurate and complete and accurately set forth all items required to be reflected or included in such returns by applicable federal, state, local or foreign Tax laws, rules or regulations.  The Company and its Subsidiaries have timely paid all Taxes attributable to each of the Company and its Subsidiaries that were due and payable.  The Company has made available to Parent and Purchaser complete and accurate copies of the portions applicable to each of the Company and its Subsidiaries of all income and franchise Tax returns, and any amendments thereto, filed by or on behalf of the Company or any of its Subsidiaries or any member of a group of corporations including the Company or any of its Subsidiaries for the taxable years beginning after December 31, 2000.

(b)           The Company and its Subsidiaries have made adequate provisions and accruals in accordance with United States generally accepted accounting principles appropriately and consistently applied to each of the Company and its Subsidiaries in the consolidated financial statements included in the SEC Reports for the payment of all Taxes for which each of the Company and its Subsidiaries may be liable for the periods covered thereby that were not yet due and payable as of the dates thereof, regardless of whether the liability for such Taxes is disputed.

(c)           All deficiencies asserted or assessments made as a result of any examinations by any taxing authority of the Tax Returns of or covering or including the Company or its Subsidiaries have been fully paid and, there is no claim or assessment pending, or, to the best of the Company’s or any of its Subsidiaries’ knowledge, threatened against the

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Company or any of its Subsidiaries for any alleged deficiency in Taxes, and none of the Company or any of its Subsidiaries knows of any audit or investigation with respect to any liability of the Company or any of its Subsidiaries for Taxes.  No issue has been raised in writing by any taxing authority in any current or prior examination which, by application of the same or similar principles, could reasonably be expected to result in a proposed deficiency against the Company or its Subsidiaries for any subsequent taxable period.  There are no agreements in effect to extend the period of limitations for the assessment or collection of any Tax for which the Company or any of its Subsidiaries may be liable.

(d)           The Company and each of its Subsidiaries have withheld from their employees (and timely paid to the appropriate Governmental Entity) proper and accurate amounts for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign laws (including income, social security, and employment tax withholding for all types of compensation).

(e)           The Company and each of its Subsidiaries have withheld (and timely paid to the appropriate Governmental Entity) proper and accurate amounts for all periods through the date hereof in compliance with all Tax withholding provisions of applicable federal, state, local and foreign laws other than provisions of employee withholding (including withholding and backup withholding of Tax on dividends, interest, and royalties and similar income earned by nonresident aliens and foreign corporations and withholding of Tax on United States real property interests).

(f)            The Company and its Subsidiaries have no present or future liability for the Taxes or portion thereof (or amounts collected with reference to a tax) of any person (other than the Company or the Subsidiaries) under section 1.1502-6 of the Treasury Regulations (or any similar provision of state, local or foreign law), as a transferee or successor, by contract, agreement, intercompany account system or otherwise.

(g)           No claim has ever been made by any authority in a jurisdiction where the Company or any of its Subsidiaries did not file Tax returns that the Company or such Subsidiaries (as applicable) may be subject to taxation by that jurisdiction.

(h)           The Company and its Subsidiaries have no requests for rulings in respect of Taxes pending with any tax authority.

(i)            The Company and its Subsidiaries are not, and will not be following the Effective Time (after giving effect to the completion of the Merger and the other transactions contemplated by this Agreement) United States Real Property Holding Corporations (“USRPHCs”) within the meaning of Section 897 of the Code.

(j)            The Company and its Subsidiaries have not executed any closing agreement pursuant to Section 7121 of the Code or any predecessor provision thereof, or any similar provision of state, local or foreign laws.

(k)           Neither the Company nor any of its Subsidiaries has agreed or is required to make any adjustments pursuant to Section 481(a) of the Code or any similar provision of state or local law by reason of a change in accounting method initiated by it or any

25

other relevant party and neither the Company nor any of its Subsidiaries has any knowledge that the U.S. Internal Revenue Service has proposed any such adjustment or change in accounting method, nor has any application pending with any governmental or regulatory authority requesting permission for any changes in accounting methods that relate to the business or assets of the Company or any of its Subsidiaries.

(l)            Neither the Company nor any of its Subsidiaries has constituted either a “distributing corporation” or a “controlled corporation” (within the meaning of Section 355(a)(1)(A) of the Code) in a distribution of stock qualifying for tax-free treatment under Section 355 of the Code in the preceding two years.

(m)          The Company and the Subsidiaries do not, and did not, “participate” in a “listed transaction.” To the extent the Company or the Subsidiaries participate, or participated, in “reportable transactions” it complied with the applicable reporting requirements and attached to Section 4.11(m) of the Disclosure Letter copies of the IRS Forms 8886 (or similar form under state, local or foreign laws) that it filed (all those terms as defined in section 1.6011-4 of the Treasury Regulations, or under equivalent state, local or foreign Tax laws).

(n)           For purposes of this Agreement, “Tax” shall mean all taxes, charges, fees, levies, imposts, duties, and other assessments, including any income, alternative minimum or add-on tax, estimated, gross income, gross receipts, sales, use, transfer, transactions, intangibles, ad valorem, value-added, franchise, registration, title, license, capital, paid-up capital, profits, withholding, employee withholding, payroll, worker’s compensation, unemployment insurance, social security, employment, excise (including the federal communications excise tax under Section 4251 of the Code), severance, stamp, transfer occupation, premium, recording, real property, Personal property, federal highway use, commercial rent, environmental (including taxes under Section 59A of the Code) or windfall profit tax, custom, duty or other tax, fee or other like assessment or charge of any kind whatsoever, together with any interest, penalties, related liabilities, fines or additions to tax that may become payable in respect thereof imposed by any country, any state, county, provincial or local government or subdivision or agency thereof.

SECTION 4.12.  Compliance with Law; No Default.  Neither the Company nor any of its Subsidiaries is or has been since December 31, 2005 in conflict with, in default with respect to or in violation of, (a) any statute, law, ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected or (b) any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries, or any property or asset of the Company or any of its Subsidiaries, is bound or affected, in each case except for such conflicts, defaults or violations that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  The Company and each of its Subsidiaries have all permits, licenses, authorizations, consents, approvals and franchises from Governmental Entities required to conduct their businesses as currently conducted (“Permits”) and such Permits are valid and in full force and effect, except for such Permits the absence of which or failure to be in full force and effect has not had and would not reasonably be expected to have, individually or in the aggregate, a

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Material Adverse Effect.  Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and without regard to the transactions contemplated hereby, (i) all applications, notices and other documents have been filed as necessary to effect the timely renewal or issuance of all necessary Permits; and (ii) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Entity threatening to revoke any such Permit.  The Company and its Subsidiaries are in compliance with the terms of such Permits, except for such failures so to comply that have not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.  Notwithstanding the foregoing, no representation or warranty in this Section 4.12 is made with respect to matters relating to Environmental Laws or Environmental Permits, which are covered exclusively by the provisions set forth in Section 4.13.

SECTION 4.13.  Environmental Matters.  Except as would not, individually or in the aggregate, have a Material Adverse Effect:

(a)           The Company and each of its Subsidiaries are and for the past five years have been in compliance with all applicable Environmental Laws.  To the knowledge of the Company, there are no circumstances or conditions present at the operations of either the Company or any of its Subsidiaries that would reasonably be expected to prevent the operations, when used and operated in the manner currently used and operated, from continuing to operate in compliance with all applicable Environmental Laws.

(b)           The Company and each of its Subsidiaries have obtained all Permits that are required with respect to its current operations under applicable Environmental Laws (“Environmental Permits”) and are and have been for the past five years in compliance with such Environmental Permits.  All such Environmental Permits have been validly issued and are in full force and effect.  To the knowledge of the Company, all applications, notices  and other documents have been filed as necessary to effect the timely renewal or issuance of all necessary Environmental Permits, and such Environmental Permits are reasonably expected to be issued or reissued in the ordinary course on terms that enable the operations of the Company to continue to be conducted in a manner substantially similar to the manner in which the operations are presently conducted.

(c)           To the knowledge of the Company, there are no past or present conditions or circumstances at, arising out of or relating to the operations of the Company or any of its current or former Subsidiaries, including but not limited to any on-site or off-site Releases, which would reasonably be expected to require any Remedial Measures by the Company or any of its Subsidiaries.

(d)           Neither the Company nor any of its Subsidiaries has received any written notice, claim, request for information, complaint or administrative or judicial order and there is no action, suit or proceeding pending and, to the Company’s knowledge, no action, suit, proceeding or investigation is threatened, alleging or asserting liability or potential liability on the part of the Company or any of its Subsidiaries (i) regarding actual or alleged non-compliance under any Environmental Law or Environmental Permit, (ii) in connection with any Remedial Measures or any Release or threatened Release, (iii) with respect to any personal injury or property damage resulting from a Release or threatened Release, or (iv) with respect

27

to any contractual obligation, including claims for indemnification, under any Environmental Law.

(e)           Neither the Company nor any of its Subsidiaries has entered into any contracts or other binding agreements pursuant to which the Company or any of its Subsidiaries has assumed any obligations or liabilities of any third parties with respect to  any Remedial Measures or has agreed to indemnify, defend or hold harmless any third parties for any liabilities, costs or claims arising under or pursuant to any Environmental Law.

(f)            The Company has given Parent and Purchaser access to all material reports and studies pertaining to Hazardous Substances, Releases, and compliance with or liability under Environmental Laws by or for, or in the possession of, the Company or its Subsidiaries prepared during the past five years relating to facilities or real property owned or operated (including leased) by the Company or any of its Subsidiaries.

(g)           The Company is not required to make any filings or notifications pursuant to any applicable Environmental Disclosure Requirements and no Remedial Measures are triggered either prior to or as a result of the Merger that is the subject of this Agreement.

(h)           For purposes of the foregoing, (i) “Environmental Law” means any statute, law (including common law), ordinance, rule, regulation, order, judgment or decree applicable to the Company or any of its Subsidiaries relating to (A) the protection or preservation of the Environment, worker health and safety or human health as it relates to the Environment or natural resources, (B) Releases or threatened Releases, or (C) the management (including use, treatment, handling, storage, disposal, transportation, recycling or remediation) of any Hazardous Substance; (ii) “Hazardous Substance” means any substance, pollutant, contaminant, chemical or any other material (including petroleum or any fraction thereof, asbestos or asbestos-containing-material, polychlorinated biphenyls, urea formaldehyde foam insulation) or waste that is identified or regulated under any Environmental Law; (iii) “Release” means any spill, discharge, leak, emission, disposal, injection, escape, dumping, leaching, dispersal, emanation, migration or release of any kind of any Hazardous Substance or noxious noise or odor at, in, on, into or onto the Environment;  (iv) “Environment” means any workplace, ambient or indoor air, surface water, drinking water, groundwater, surface and subsurface strata, river sediment and plant or animal life, real property and fixtures and improvements thereon ;  (v)  “Remedial Measures” means any measures, steps and actions required or undertaken to (A) investigate, monitor, clean up, remove, treat, contain, prevent, control or otherwise address any Release or threatened Release, or (B) achieve or maintain compliance with any applicable Environmental Law or Environmental Permit; and (vi) “Environmental Disclosure Requirement” means any laws requiring notification, prior to or as a result of the sale or transfer of an interest in real property, to either the buyer of real property or to any regulatory agency, of the presence, use, disposal or Release of Hazardous Substances at the real property to be sold or transferred. 

SECTION 4.14.  Intellectual Property.   (a) Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company and its Subsidiaries own, or are validly licensed to use, all Intellectual Property Rights used in the conduct of their business as currently conducted or necessary to exploit the

28

Company’s or its Subsidiaries’ projects in development that have been disclosed in the Company SEC Reports or otherwise publicly announced (collectively, the “Company Intellectual Property Rights”).  Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) the use of the Company Intellectual Property Rights by the Company and its Subsidiaries does not infringe on or other otherwise violate the rights of any other Person and, if such Company Intellectual Property Right is licensed, such use is in accordance with the applicable license agreement, (ii) to the knowledge of the Company, no Person is challenging, infringing on or otherwise violating any of the Company Intellectual Property Rights, (iii) no Company Intellectual Property Right is subject to any outstanding judgment, injunction, order, decree or agreement restricting the use thereof by the Company or any of its Subsidiaries or restricting the transfer of licensing thereof by the Company or any of its Subsidiaries to any Person, (iv) neither the Company nor any of its Subsidiaries has received any notice of any offer to license, claim, order or proceeding with respect to any of the Company Intellectual Property Rights and (v) none of the Company Intellectual Property Rights is being used or enforced by the Company or any of its Subsidiaries in a manner that would reasonably be expected to result in the abandonment, cancellation or unenforceability of any of the Company Intellectual Property Rights.

(b)           For purposes of the foregoing, “Intellectual Property Rights” means all proprietary and other rights, including rights granted under license, in and to the following:  (i) trademarks, service marks, trademark registrations, service mark registrations, trade names and applications for registration of trademarks and service marks; (ii) copyrights, copyright registrations and applications for registration of copyrights; (iii) patents, design patents and utility patents, all applications for grant of any such patents and all reissues, divisions, continuations-in-part and extensions thereof; (iv) computer software, including source code, object code, algorithms, databases, and all related documentation; and (v) technical documentation, trade secrets, designs, inventions, processes, formulae, know-how, operating manuals and guides, plans, new product development, technical and marketing surveys, material specifications, product specifications, invention records, research records, labor routings, inspection processes, equipment lists, engineering reports and drawing, architectural or engineering plans, know-how agreements and other know-how; marketing and licensing records, sales literature, customer lists, trade lists, sales forces and distributor networks lists, advertising and promotional materials, service and parts records, warranty records, maintenance records and similar records, in each case including any and all applications therefor or registrations, renewals, modifications and extensions thereof.

SECTION 4.15.  Real Property.  (a) Section 4.15(a) of the Disclosure Letter sets forth a true, correct and complete list of all of the real property owned in fee by the Company and its Subsidiaries.  Each of the Company and its Subsidiaries has good and marketable title to each parcel of real property owned by it free and clear of all mortgages, pledges, liens, encumbrances and security interests, except for such failures to have good and marketable title or such mortgages, pledges, liens, encumbrances or security interests that (i) are reflected or reserved against in the balance sheet of the Company dated as of December 31, 2005 and included in the Company SEC Reports, (ii) relate to Taxes and general and special assessments not in default and payable without penalty and interest, (iii) are liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company’s or such Subsidiary’s use and enjoyment of such real property or materially detract from or diminish

29

the value thereof, or (iv) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

(b)           Section 4.15(b) of the Disclosure Letter sets forth a true, correct and complete list of all leases, subleases and other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property that are material to the business of the Company and its Subsidiaries, taken as a whole (the “Real Property Leases”).  The Company has heretofore made available to Parent and Purchaser true, correct and complete copies of all Real Property Leases (including all modifications, amendments, supplements, waivers and side letters thereto).  Except as has not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company and its Subsidiaries as tenants thereunder are current, and no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary exists under any Real Property Lease.  Each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all mortgages, pledges, liens, encumbrances, defects in title and security interests, except for such failures to have good and valid leasehold interests or such mortgages, pledges, liens, encumbrances or security interests that (i) are reflected or reserved against in the balance sheet of the Company dated as of December 31, 2005 and included in the Company SEC Reports, (ii) relate to Taxes and general and special assessments not in default and payable without penalty and interest, (iii) are liens, mortgages, pledges, encumbrances and security interests which do not materially interfere with the Company’s use and enjoyment of such real property or materially detract from or diminish the value thereof or (iv) have not had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

SECTION 4.16.  Material Contracts.  (a) Section 4.16(a) of the Disclosure Letter lists as of the date hereof, and (except for such contracts, agreements, commitments, arrangements, leases and other instruments filed as an exhibit to any Existing Company SEC Report (including items incorporated into such Existing Company SEC Report by reference to an earlier filing) the Company has made available to Parent and Purchaser true, correct and complete copies of, all contracts, agreements, commitments, arrangements, leases (including with respect to personal property) and other instruments to which the Company or any of its Subsidiaries is a party or by which the Company, any of its Subsidiaries or any of their respective properties or assets is bound which:

(i)            would be required to be filed by the Company as a “material contract” pursuant to Item 601(b)(10) of Regulation S-K under the Securities Act or disclosed by the Company on a Current Report on Form 8-K or that if terminated or subject to a default by any party thereto would reasonably be expected to have a Material Adverse Effect;

(ii)           contains covenants that materially limit the ability of the Company or any of its Subsidiaries (or which by their terms, following the consummation of the Offer or the Merger, would materially restrict the ability of the Company or the Surviving Corporation, as the case may be) (A) to compete in any business or with any Person or in

30

any geographic area or to sell, supply or distribute any service or product or contains any exclusivity or “most favored nation” or similar obligations or restrictions, or (B) to purchase or acquire an interest in any other entity, except, in each case, for any such contract that may be canceled without any material penalty or other material liability to the Company or any of its Subsidiaries upon notice of 60 days or less;

(iii)          provide for or govern the formation, creation, operation, management or control of any partnership or joint venture, that is material to the business of the Company and the Subsidiaries, taken as a whole;

(iv)          involve any exchange traded or over the counter swap, forward, future, option, cap, floor or collar financial contract, or any other interest rate or foreign currency protection contract;

(v)           other than solely among wholly owned Subsidiaries of the Company, relates to (A) indebtedness for borrowed money and having an outstanding principal amount in excess of $3,000,000 or (B) conditional sale arrangements, the sale, securitization or servicing of loans or loan portfolios, in each case in connection with which the aggregate actual or contingent obligations of the Company and its Subsidiaries under such contract are greater than $3,000,000;

(vi)          was entered into after December 31, 2005 or has not yet been consummated, and involve the acquisition or disposition, directly or indirectly (by merger or otherwise), of a business or capital stock or other equity interests of another Person;

(vii)         by its terms calls for aggregate payments by the Company and its Subsidiaries or for the Company or any of its Subsidiaries under such contract of more than $3,000,000 in any one year, other than contracts made in the ordinary course of business consistent with past practice;

(viii)        with respect to any acquisition, pursuant to which the Company or any of its Subsidiaries has (x) any continuing indemnification obligations that would reasonably be expected to result in payments in excess of $3,000,000, or (y) any “earn-out” or other contingent payment obligations that could result in payments in excess of $3,000,000;

(ix)           with a Governmental Entity and that is material to the Company and its Subsidiaries, taken as a whole; or

(x)            entered into between any directors or executive officers of the Company (or to the knowledge of the Company, any of their Affiliates or Associates), on the one hand, and the Company or a Subsidiary of the Company, on the other hand that cannot be cancelled by the Company (or the applicable Subsidiary of the Company) within 30 days’ notice without liability, penalty or premium;

Each contract of the type described in clauses (i) through (x) is referred to herein as a “Material Contract”.

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(b)           Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, each Material Contract (i) is valid and binding on the Company and/or the applicable Subsidiary of the Company which is a party thereto and, to the knowledge of the Company, each other party thereto, (ii) is in full force and effect, and (iii) the Company and its Subsidiaries have performed and complied with all obligations required to be performed or complied with by them under each Material Contract.  There is no default under any Material Contract by the Company or any of its Subsidiaries or, to the knowledge of the Company, by any other party, and no event has occurred that with the lapse of time or the giving of notice or both would constitute a default thereunder by the Company or any of its Subsidiaries, or to the knowledge of the Company, by any other party, except for such defaults and events that have not had, and would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

SECTION 4.17.  Insurance.  Section 4.17 of the Disclosure Letter sets forth a true, correct and complete list as of the date hereof of all material insurance policies issued in favor of the Company or any of the Subsidiaries, or pursuant to which the Company or any of the Subsidiaries is a named insured or otherwise a beneficiary.  With respect to each such insurance policy, except as would not reasonably be expected to have a Material Adverse Effect, (i) the policy is in full force and effect and all premiums due thereon have been paid, (ii) neither the Company nor any of its Subsidiaries is in breach or default, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action which, with notice or the lapse of time, would constitute such a breach or default, or permit termination or modification of, any such policy, and (iii) to the knowledge of the Company, no insurer on any such policy has been declared insolvent or placed in receivership, conservatorship or liquidation, and no notice of cancellation or termination has been received with respect to any such policy.

SECTION 4.18.  Related Party Transaction.  No director, officer, partner, member or employee of the Company or any of its Subsidiaries and, to the knowledge of the Company, no Affiliate, Associate or family member of any such director, officer, partner, member or employee (x) has borrowed any monies from or has outstanding any indebtedness or other similar obligations to the Company or any of its Subsidiaries or (y) is a party to any contract, arrangement or understanding with the Company or any of its Subsidiaries or has any material interest in any property owned by the Company or any of its Subsidiaries, in each case, that is of a type that would be required to be disclosed under Item 404 of Regulation S-K under the Securities Act.

SECTION 4.19.  State Takeover Statutes Inapplicable.  The Company Board has taken all action necessary so that Section 203 of the Corporation Law is inapplicable to the Offer, the Merger, this Agreement and the transactions contemplated hereby.  To the knowledge of the Company, no other Takeover Law is applicable to the Offer, the Merger, this Agreement or the transactions contemplated hereby.

SECTION 4.20.  Rights Agreement.  The Company has irrevocably taken, and as soon as practicable after the date hereof (but no later than three Business Days after the date hereof) the Rights Agent (as defined in the Rights Agreement) will take, all necessary action, including, amending the Rights Agreement, with respect to all of the outstanding Rights issued pursuant to the Rights Agreement, (a) to render the Rights Agreement inapplicable to this

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Agreement, the Offer, the Merger and the other transactions contemplated hereby, (b) to ensure that (i) neither Parent nor Purchaser is deemed to be an Acquiring Person (as defined in the Rights Agreement) pursuant to the Rights Agreement and (ii) neither a Distribution Date nor the Invalidation Time (as such terms are defined in the Rights Agreement) will occur by reason of the execution and delivery of this Agreement or the consummation of the Offer, the Merger or transactions contemplated by this Agreement, and (c) so that the Company will have no obligations under the Rights or the Rights Agreement in connection with the Offer and the Merger and the holders of Shares will have no rights under the Rights or the Rights Agreement in connection with the Offer and the Merger.  The Rights Agreement, as so amended, has not been further amended or modified.  Copies of all such amendments to the Rights Agreement have been previously provided or made available to Purchaser.

SECTION 4.21.  Required Vote of Company Stockholders.  Unless the Merger is consummated in accordance with Section 253 of the Corporation Law as contemplated by Section 2.09, the only vote of the stockholders of the Company required to adopt the agreement of merger (as used in Section 251 of the Corporation Law) contained in this Agreement and approve the Merger is the affirmative vote of the holders of a majority of the outstanding Shares.  No other vote of the stockholders of the Company is required by law, the Certificate of Incorporation or Bylaws of the Company as currently in effect or otherwise to adopt the agreement of merger contained in this Agreement and approve the Merger. 

ARTICLE V

REPRESENTATIONS AND
WARRANTIES OF PARENT AND PURCHASER

Parent and Purchaser represent and warrant to the Company as follows:

SECTION 5.01.  Organization and Qualification.  Each of Parent and Purchaser is a duly organized and validly existing entity in good standing (to the extent applicable) under the laws of its jurisdiction of its organization.  All of the issued and outstanding capital stock of Purchaser is owned directly or indirectly by Parent.

SECTION 5.02.  Authority.  Each of Parent and Purchaser has all necessary power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby.  The execution and delivery of this Agreement by Parent and Purchaser and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary proceedings on the part of Parent and Purchaser.  This Agreement has been duly and validly executed and delivered by Parent and Purchaser and, assuming due authorization and execution and valid delivery by the Company, constitutes a legal, valid and binding agreement of each of Parent and Purchaser, enforceable against each of Parent and Purchaser in accordance with its terms.

SECTION 5.03.  Offer Documents; Information Statement.  (a) None of the Offer Documents will, at the times such documents are filed with the SEC and are mailed to the stockholders of the Company, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made

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therein, in light of the circumstances under which they are made, not misleading, except that no representation is made by Parent or Purchaser with respect to information supplied in writing by or on behalf of the Company or an Affiliate of the Company which is contained in the Offer Documents.  The Offer Documents will comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.

(b)           None of the information supplied in writing by Parent, Purchaser or any Affiliate of Parent or Purchaser for inclusion in the Information Statement or the Schedule 14D-9 will, at the date of filing with the SEC, and, in the case of the Information Statement, at the time the Information Statement is mailed, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.

SECTION 5.04.  Consents and Approvals; No Violation.  Neither the execution and delivery of this Agreement by Parent or Purchaser nor the consummation of the transactions contemplated hereby will (a) violate or conflict with or result in any breach of any provision of the respective certificates of incorporation or bylaws (or other similar governing documents) of Parent or Purchaser, (b) require any consent, approval, authorization or permit of, or filing with or notification to, any Governmental Entity, except (i) as may be required under the HSR Act, the Canadian Competition Act or any other applicable foreign antitrust or competition laws, (ii) for the applicable requirements of the Exchange Act and the Securities Act and the rules and regulations promulgated thereunder (including the filing of the Offer Documents), (iii) for the filing and recordation of the certificate of merger as required by the Corporation Law, (iv) the applicable requirements of the New York Stock Exchange and (v) where the failure to obtain such consent, approval, authorization or permit, or to make such filing or notification, would not have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby, (c) violate, or conflict with, or result in a breach of any provision of, or require any consent, waiver or approval or result in a default, (or give rise to any right of termination, cancellation, modification or acceleration), (or an event that, with the giving of notice, the passage of time or otherwise, would constitute a default or give rise to any such right) under any of the terms, conditions or provisions of any note, license, agreement, contract, indenture or other instrument or obligation to which Parent or Purchaser or any of their respective Subsidiaries is a party or by which Parent or any of its Subsidiaries or any of their respective assets may be bound, except for such defaults (or rights of termination, cancellation, modification or acceleration) as to which requisite waivers or consents have been obtained or which would not have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby or (d) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, Purchaser or any of their respective Subsidiaries or by which any of their respective assets are bound, except for violations which would not have, individually or in the aggregate, a material adverse effect on the ability of Parent or Purchaser to consummate the transactions contemplated hereby.

SECTION 5.05.  Commitment Letter.  Parent has received and has furnished to the Company a true and complete copy of a commitment letter containing commitments from Credit Suisse International and UBS Limited to make available to Parent funds pursuant to a bridge loan (the “Commitment”), in an aggregate amount that, together with the amount of cash

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and cash equivalents available to Parent as of consummation of the Offer and the Merger, is sufficient to consummate the Offer, the Merger and the other transactions contemplated by this Agreement in accordance with the terms hereof (the “Required Funds”).  In reliance upon and assuming the accuracy of the Company’s representations and warranties in Section 4.02 hereof, the Required Funds are sufficient to acquire all of the Shares in the Offer and the Merger and refinance all outstanding indebtedness of the Company and its Subsidiaries to the extent required.  As of the date of this Agreement, Parent has no reason to believe that any of the conditions to the Commitment will not be satisfied or that the Required Funds will not be available on a timely basis for the transactions contemplated by this Agreement.  At the time of acceptance for payment of Shares pursuant to the Offer, Parent and Purchaser will have available all of the funds necessary for the payment for the Shares accepted and as of the Effective Time, Parent, Purchaser and/or the Surviving Corporation will have available all of the funds necessary for the payment of the Merger Consideration with respect to the Shares converted pursuant to Section 2.06.

SECTION 5.06.  Brokers.  No Person (other than Credit Suisse) is entitled to receive any brokerage, finder’s or other fee or commission in connection with this Agreement or the transactions contemplated hereby based upon agreements made by or on behalf of the Parent, any of its Subsidiaries or any of their respective officers, directors or employees.

ARTICLE VI

COVENANTS

SECTION 6.01.  Conduct of Business of the Company.  Except as set forth in Schedule 6.01, or as expressly provided in or contemplated by this Agreement, during the period from the date of this Agreement to the date on which a majority of the Company’s directors are designees of Parent or Purchaser, the Company will conduct and will cause each of its Subsidiaries to conduct its operations according to its ordinary and usual course of business consistent with past practice (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed) and except as contemplated by this Agreement), and, to the extent consistent therewith, the Company will use and will cause each of its Subsidiaries to use its reasonable best efforts to preserve intact its business organization, to keep available the services of its current officers and to preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with the Company and its Subsidiaries.  Without limiting the generality of the foregoing and except as set forth in Schedule 6.01, or as otherwise expressly provided in or contemplated by this Agreement, during the period specified in the preceding sentence, without the prior written consent of Parent (which shall not be unreasonably withheld or delayed), the Company will not and will not permit any of its Subsidiaries to:

(a)           issue, sell, grant options or rights to purchase, pledge, or authorize the issuance, sale, grant of options or rights to purchase or pledge of any Company Securities or Subsidiary Securities, other than Shares issuable upon exercise of the Existing Stock Options or vesting of Restricted Shares outstanding on the date hereof;

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(b)           other than transactions among the Company and its wholly owned Subsidiaries, acquire or redeem, directly or indirectly, or amend any Company Securities or Subsidiary Securities;

(c)           split, combine or reclassify its capital stock or declare, set aside, make or pay any dividend or distribution (whether in cash, stock or property) on any shares of its capital stock (other than cash dividends paid to the Company by its wholly owned Subsidiaries with regard to their capital stock) except for dividends and distributions paid or made on a pro rata basis by a Subsidiary of the Company;

(d)           (i)  make any acquisition, by means of a merger, consolidation, recapitalization or otherwise, of any business, assets or securities (other than any acquisition of assets in the ordinary course of business consistent with past practice) or any sale, lease, encumbrance or other disposition of assets or securities, in each case involving the payment or receipt of consideration of $3,000,000 or more, except for purchases or sales of inventory made in the ordinary course of business and consistent with past practice, (ii) adopt a plan of complete or partial liquidation, dissolution, recapitalization or restructuring or (iii) enter into a Material Contract or amend any Material Contract or grant any release or relinquishment of any material rights under or terminate any Material Contract, in each case other than in the ordinary course of business consistent with past practices;

(e)           incur, create, assume or otherwise become liable for any indebtedness for borrowed money or capital leases (or any guarantee or endorsement thereof) whether directly, contingently or otherwise, other than (i) a guarantee of existing indebtedness of a Subsidiary of the Company, (ii) short-term indebtedness in replacement of existing indebtedness, (iii) short-term indebtedness incurred in the ordinary course of business consistent with past practice or (iv) indebtedness incurred under the Company’s and its Subsidiaries’ existing revolving credit facilities to the extent such indebtedness would not result in the aggregate amount outstanding thereunder exceeding the amount outstanding thereunder as of the date hereof by more than $50,000,000;

(f)            make any loans, advances or capital contributions to, or investments in, any other Person (other than wholly owned Subsidiaries of the Company) except (A) as are required pursuant to the terms of any Material Contract in existence on the date hereof or (B) those not in excess of $2,500,000 in the aggregate;

(g)           change in any material respect any of the accounting methods, principles or practices used by it except as may be appropriate to conform to changes in statutory or regulatory security rules or by GAAP or regulatory requirements with respect thereto;

(h)           make or change any material Tax election (other than in the ordinary course of business consistent with past practice), extend the statute of limitations (or file any extension request) with any Tax authority, file or amend any federal, foreign, state or local Tax return, or settle or compromise any material federal, foreign, state or local income Tax liability;

(i)            adopt any amendments to its Certificate of Incorporation or Bylaws (or similar governing documents);

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(j)            agree to grant or grant any stock-related, cash-based, performance Options, Restricted Shares or similar awards (including any awards under the LTIP) or bonuses;

(k)           forgive any loans to any employees, officers or directors or any of their respective Affiliates or Associates;

(l)            enter into any new, or amend, terminate or renew any existing, employment, severance, consulting or salary continuation agreements with or for the benefit of any employees, officers or directors, other than, in the case of an employee who is not an officer, in the ordinary course of business consistent with past practice, or (i) grant any increases in the compensation or benefits to officers, directors and employees (other than (x) normal increases to Persons who are not officers or directors in the ordinary course of business consistent with past practices and that, in the aggregate, do not result in a material increase in benefits or compensation expense of the Company or (y) as required under any collective bargaining agreement or other Plan in accordance with its terms on the date hereof);

(m)          terminate any officer, except where (x) the termination is for cause, as such term is defined in each Plan pursuant to which such officer may be entitled to any payments or benefits upon or as a result of such termination, (y) the officer does not become entitled to receive or receive any such payments or benefits, other than with respect to accrued base salary or vacation or pursuant to vested benefits under a qualified pension plan, and (z) the Company notifies the Parent within a reasonable period following such termination, such period not to exceed three Business Days;

(n)           make any deposits or contributions of cash or other property to or take any other action to fund or in any other way secure the payment of compensation or benefits under the Plans or agreements subject to the Plans or any other plan, agreement, contract or arrangement of the Company;

(o)           incur any material capital expenditure or any obligations, liabilities or indebtedness in respect thereof, except for (i) those contemplated by the capital expenditure budgets for the fiscal years 2006 and 2007, which capital expenditure budgets have been provided or made available to Parent prior to the date of this Agreement and (ii) any unbudgeted capital expenditure relating to the fiscal year 2006 or 2007, in an amount not to exceed in each year, in the aggregate $3,000,000;

(p)           enter into, amend, or extend any collective bargaining agreement;

(q)           adopt, amend or terminate any Plan or any other bonus, severance, insurance pension or other employee benefit plan or arrangement except as required by law;

(r)            settle or agree to settle any suit, action, claim, proceeding or investigation (including any suit, action, claim, proceeding or investigation relating to this Agreement or the transactions contemplated hereby); or

(s)           agree in writing or otherwise to take any of the foregoing actions.

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SECTION 6.02.  No Solicitation.  (a) The Company shall not, and shall cause its Subsidiaries not to and shall not permit its and their respective officers, directors, employees, representatives (including investment bankers, attorneys and accountants) and agents to, directly or indirectly, solicit, initiate, participate in any way in, or knowingly encourage any discussions or negotiations with respect to, or provide any information, or afford any access to the properties, books or records of the Company or any of its Subsidiaries, or otherwise take any action to knowingly assist or facilitate, any Person or group in respect of, or that would reasonably be expected to lead to, any Acquisition Proposal (as defined below).  Notwithstanding the foregoing, upon the prior execution by such Person or group of a confidentiality agreement that is no less favorable to the Company than the Confidentiality Agreement (other than the exclusivity and “standstill” provisions contained in the Confidentiality Agreement; provided, that in the event that the Company enters into a confidentiality agreement with a person making an Acquisition Proposal that does not include a “standstill” provision or contains a “standstill” provision less favorable to the Company than the corresponding provision of the Confidentiality Agreement, Parent and its Affiliates shall, without further action by the Company, be released from the “standstill” provision under Section 7 of the Confidentiality Agreement to the extent necessary to render such “standstill” provision of the Confidentiality Agreement no more favorable to the Company than the “standstill,” if any, applicable to the person making such Acquisition Proposal), the Company may, at any time prior to the purchase of Shares pursuant to the Offer, furnish information (so long as all such information has previously been made available to Parent or is made available to Parent prior to or concurrently with the time it is made available to such Person or group) to or enter into discussions or negotiations with any Person or group that has made an unsolicited bona fide Acquisition Proposal not resulting from a breach of this Section 6.02 received after the date hereof that the Company Board determines in good faith (after consultation with its outside financial advisor and outside counsel and after taking into account the legal, financial, financing, regulatory and other aspects of the proposal, to the extent known) is or could reasonably be expected to lead to a Superior Proposal if, and only to the extent that the Company concurrently provides Parent written notice that it is taking such actions.

(b)           The Company will promptly (and in any event within two Business Days) notify Parent and Purchaser, orally and in writing, if any such information is requested or any such negotiations or discussions are sought to be initiated with respect to such an Acquisition Proposal and such notice will communicate to Parent and Purchaser the identity of the Person or group making such request or inquiry (the “Potential Acquiror”) and the material terms of such request, inquiry or Acquisition Proposal.  The Company will keep Parent and Purchaser reasonably informed of the status of any such discussions or negotiations and shall promptly (and in any event within two Business Days) notify Parent and Purchaser orally and in writing of any modifications to the financial or other material terms of any such request, inquiry or Acquisition Proposal.

(c)           The Company will, and will cause its Subsidiaries to, and will cause its and their respective officers, directors and employees and direct its and their representatives and agents to, immediately cease and cause to be terminated any existing activities, discussions, or negotiations with any Persons other than Parent, Purchaser or any of their respective Affiliates or Associates conducted prior to the date hereof with respect to any

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Acquisition Proposal and to the extent permitted to do so withdraws any request or consent theretofore given to the making of an Acquisition Proposal.

(d)           Unless and until this Agreement has been terminated in accordance with Section 8.01 and except as expressly permitted by Section 6.02(e) or (f), neither the Company nor the Company Board shall (i) withdraw, modify or qualify, or publicly propose to withdraw, modify or qualify, in a manner adverse to Parent or Purchaser, the approval or recommendation of the Offer or the Merger as described in Section 1.02(a)(ii), (ii) approve or recommend, or publicly propose to approve or recommend, any Acquisition Proposal, (iii) release any third party from any confidentiality (in the context of an Acquisition Proposal) or standstill agreement to which the Company is a party, or grant any waiver, request or consent to any Acquisition Proposal under, any such agreement, (iv) redeem the Rights or amend, or take any other action with respect to, the Rights Agreement (A) to facilitate any Acquisition Proposal or (B) to permit any Person other than Parent or Purchaser to acquire beneficial ownership of 15% or more of the Shares or (v) enter into any letter of intent, agreement in principle, acquisition agreement or other agreement (other than a confidentiality agreement with a Person making an Acquisition Proposal pursuant to Section 6.02(a)) related to any Acquisition Proposal.  Without limiting any other rights of Parent and Purchaser under this Agreement in respect of any such action, any withdrawal or modification by the Company of the approval or recommendation of the Offer or the Merger shall not have any effect on the approvals of, and other actions referred to herein for the purpose of causing Takeover Laws, the Confidentiality Agreement and the Rights Agreement to be inapplicable to, this Agreement and the transactions contemplated hereby.