AGREEMENT AND PLAN OF MERGER

AMONG

VH HOLDINGS, INC.,

VH MERGERSUB, INC.

AND

CDW CORPORATION

DATED AS OF MAY 29, 2007

AGREEMENT AND PLAN OF MERGER

AGREEMENT AND PLAN OF MERGER, dated as of May 29, 2007 (this "Agreement"), among VH Holdings, Inc., a Delaware corporation ("Parent"), VH MergerSub, Inc., an Illinois corporation and a wholly owned subsidiary of Parent ("Sub"), and CDW Corporation, an Illinois corporation (the "Company") (Sub and the Company being hereinafter collectively referred to as the "Constituent Corporations"). Except as otherwise set forth herein, capitalized (and certain other) terms used herein shall have the meanings set forth in Section 1.1.

WITNESSETH:

WHEREAS, the respective boards of directors of Parent, Sub and the Company have each approved the merger of Sub with and into the Company (the "Merger"), upon the terms and subject to the conditions set forth in this Agreement, whereby each issued and outstanding share of common stock, par value $0.01 per share, of the Company (the "Company Common Stock" or the "Shares"), other than Dissenting Shares (as defined herein) and Shares owned directly or indirectly by Parent or the Company, will be converted into the right to receive cash in an amount equal to $87.75 per Share;

WHEREAS, the respective boards of directors of the Constituent Corporations have each determined that this Agreement and the Merger are advisable and in the best interests of each corporation and their respective shareholders and recommended that their respective shareholders approve this Agreement;

WHEREAS, concurrently with the execution and delivery of this Agreement, and as a condition to the willingness of the Company to enter into this Agreement, each of the MDCP Parties (the "Guarantors") is entering into a limited guaranty with the Company in the form attached hereto as Exhibit A (the "Guaranty");

WHEREAS, concurrently with the execution and delivery of this Agreement, in order to induce Parent and Sub to enter into this Agreement, certain shareholders of the Company are entering into a Support Agreement with Parent and Sub in the form attached hereto as Exhibit B (the "Support Agreement"); and

WHEREAS, each of Parent, Sub and the Company desires to make certain representations, warranties, covenants and agreements in connection with the Merger and also to prescribe various conditions to the Merger.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, and intending to be legally bound hereby, each of Parent, Sub and the Company hereby agrees as follows:

ARTICLE I

DEFINITIONS; INTERPRETATION

Section 1.1 Definitions. As used in this Agreement, the following terms have the meanings specified or referred to in
this Section 1.1 and shall be equally applicable to both the singular and plural forms.

"Acquisition Agreement" has the meaning set forth in Section 6.2(d).

"Adjustment" has the meaning set forth in Section 3.1(e).

"Adverse Recommendation Change" has the meaning set forth in Section 6.2(d).

"Affiliate" means, with respect to any Person, any other Person that, at the time of determination, directly or indirectly through one or more intermediaries, Controls, is Controlled by or is under Common Control with such Person.

"Aggregate Merger Consideration" means the product of the Merger Consideration and the number of Shares issued and outstanding immediately prior to the Effective Time (excluding any Dissenting Shares and Shares to be cancelled pursuant to Section 3.1(b)).

"Agreement" has the meaning set forth in the introductory paragraph of this Agreement.

"Articles of Merger" has the meaning set forth in Section 2.3.

"Benefit Plan" means each "employee benefit plan" (as such term is defined in Section 3(3) of ERISA) and any other bonus, pension, profit sharing, deferred compensation, incentive compensation, stock ownership, stock purchase, stock option, phantom stock, retirement, vacation, severance, retention, change in control, disability, death benefit, hospitalization, medical, stock appreciation, restricted stock or restricted stock unit or other material benefit plan, program, agreement or arrangement maintained, sponsored or contributed or required to be contributed to by the Company or any of its Subsidiaries or with respect to which the Company or any of its Subsidiaries has or is reasonably expected to have any material obligation or liability.

"Business Day" means any day ending at 11:59 p.m. (Eastern Time) other than a Saturday or Sunday or a day on which banks are required or authorized by law to close in the City of New York.

"Certificate" has the meaning set forth in Section 3.1(c).

"Closing" has the meaning set forth in Section 2.2.

"Closing Date" has the meaning set forth in Section 2.2.

"Code" means the United States Internal Revenue Code of 1986.

"Commitment Letter" has the meaning set forth in Section 5.7.

"Company" has the meaning set forth in the introductory paragraph of this Agreement.

"Company 401(k) Plan" has the meaning set forth in Section 7.1(e).

"Company Awards" means, collectively, Company Stock Options and Company Restricted Stock Units.

"Company Board" means the Board of Directors of the Company.

"Company Common Stock" has the meaning set forth in the first recital of this Agreement.

"Company DCP" means the CDW Computer Centers, Inc. Deferred Compensation Plan.

"Company Employment Agreement" has the meaning set forth in Section 4.13(b).

"Company Financial Statements" has the meaning set forth in Section 4.6.

"Company Financing Agreements" means, collectively, the Amended and Restated Agreement for Wholesale Financing dated March 22, 2005 by and among CDW Logistics, Inc., the Company and IBM Credit LLC, the Agreement for Wholesale Financing dated May 1, 2007 among CDW Logistics, Inc., Berbee Information Network Corporation and GE Commercial Distribution Finance Corporation, and the Inventory and Working Capital Agreement dated July 15, 2004 among IBM Credit LLC, Berbee Information Network Corporation, Foresight Technology Group, Inc. and Network Engineering Associates, LLC.

"Company Leased Real Property" means all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures, or other interest in real property of the Company or any of its Subsidiaries.

"Company Leases" means all leases, subleases, licenses, concessions and other agreements (written or oral), including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto, pursuant to which the Company or any of its Subsidiaries holds all or any portion of any Company Leased Real Property.

"Company Letter" means the letter from the Company to Parent dated the date hereof, which letter relates to this Agreement and is designated therein as the Company Letter.

"Company Lines of Credit" means, collectively, (i) the Companys $35,000,000 unsecured line of credit with The Northern Trust Company, as evidenced by that certain Line of Credit Demand Note dated July 25, 2001 of the Company in favor of The Northern Trust Company, and (ii) the Companys $35,000,000 line of credit with LaSalle Bank National Association, as evidenced by that certain Replacement Revolving Note dated June 30, 2006 of the Company in favor of LaSalle Bank National Association.

"Company Material Contract" has the meaning set forth in Section 4.16.

"Company Owned Real Property" means all land, together with all buildings, structures, improvements, and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned in fee by the Company or any Subsidiary of the Company.

"Company Permits" has the meaning set forth in Section 4.9.

"Company Preferred Stock" has the meaning set forth in Section 4.3(a).

"Company Real Property" means, collectively, the Company Leased Real Property and the Company Owned Real Property.

"Company Recommendation" has the meaning set forth in Section 7.3(a).

"Company Representatives" has the meaning set forth in Section 6.2(a).

"Company Requisite Vote" has the meaning set forth in Section 4.4(c).

"Company Restricted Stock" has the meaning set forth in Section 4.3(b)(i).

"Company Restricted Stock Units" has the meaning set forth in Section 4.3(b)(v).

"Company SEC Documents" has the meaning set forth in Section 4.6.

"Company Shareholder Approval" has the meaning set forth in Section 7.3(a).

"Company Stock Incentive Plans" means the Companys Incentive Stock Option Plan, 1996 Incentive Stock Option Plan, Senior Management Incentive Plan, 2000 Incentive Stock Option Plan and 2006 Stock Incentive Plan and any other plan or arrangement pursuant to which the Company or any Subsidiary has issued compensatory rights to acquire Company Common Stock.

"Company Stock Options" has the meaning set forth in Section 4.3(b)(iii).

"Company Stock Purchase Plan" means the Companys Employee Stock Purchase Plan.

"Company Termination Fee" means $146.0 million; provided, that if the Company Termination Fee becomes payable in connection with a Takeover Proposal from an Excluded Party, then the Company Termination Fee means $73.0 million.

"Confidentiality Agreement" has the meaning set forth in Section 7.4.

"Constituent Corporations" has the meaning set forth in the introductory paragraph of this Agreement.

"Control" means, as to any Person, the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. The terms "Controlled by," "under Common Control with" and "Controlling" have correlative meanings.

"D&O Insurance" has the meaning set forth in Section 7.9(b).

"Debt Financing" has the meaning set forth in Section 5.7.

"Dissenting Shares" has the meaning set forth in Section 3.1(d).

"Dissenting Shareholder" has the meaning set forth in Section 3.1(d).

"Effective Time" has the meaning set forth in Section 2.3.

"Environmental Law" means any applicable statute, law, ordinance, regulation, rule, judgment, decree or order of any Governmental Entity relating to any matter of pollution, protection of the environment or environmental regulation or control or regarding Hazardous Substances or workplace health and safety.

"Environmental Permits" means any permit, approval, authorization, license, variance or permission required from a Governmental Entity under any applicable Environmental Laws.

"Equity Funding Letters" has the meaning set forth in Section 5.7.

"ERISA" means the Employee Retirement Income Security Act of 1974.

"ERISA Benefit Plan" means a U.S. Benefit Plan maintained as of the date of this Agreement that is also an "employee pension benefit plan" (as defined in Section 3(2) of ERISA) or that is also an "employee welfare benefit plan" (as defined in Section 3(1) of ERISA).

"Exchange Act" means the Securities Exchange Act of 1934.

"Exchange Fund" has the meaning set forth in Section 3.2(a).

"Excluded Party" means any Person, group of Persons or group of Persons that includes a Person from whom the Company or any of the Company Representatives has received a Takeover Proposal after the execution of this Agreement and prior to the No-Shop Period Start Date.

"Excluded Superior Proposal" means any Superior Proposal made at any time by an Excluded Party.

"Expenses" means documented and reasonable out-of-pocket fees and expenses incurred or paid by or on behalf of Parent in connection with the Merger or the consummation of any of the transactions contemplated by this Agreement, including all documented and reasonable fees and expenses of law firms, commercial banks or other financing sources, investment banking firms, accountants, experts and consultants to Parent.

"Financing" has the meaning set forth in Section 5.7.

"GAAP" means United States generally accepted accounting principles.

"Governmental Entity" means any federal, state, local or foreign government or any court, tribunal, administrative agency or commission or other governmental or other regulatory authority or agency, domestic, foreign or supranational, any stock exchange or any self-regulating entity supervising, organizing and supporting any stock exchange.

"group," when referring to a group of Persons, has the meaning set forth in Section 13(d)(3) of the Exchange Act.

"Guarantor" has the meaning set forth in the third recital of this Agreement.

"Guaranty" has the meaning set forth in the third recital of this Agreement.

"Hazardous Substance" means any material defined as toxic or hazardous, including any petroleum and petroleum products, under any applicable Environmental Law.

"HSR Act" means the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

"IBCA" means the Illinois Business Corporation Act.

"Identified Person" has the meaning set forth in Section 9.2.

"Indemnified Person" has the meaning set forth in Section 7.9(a).

"Initiation Date" means the tenth day after the date the Proxy Statement is first mailed to the Companys shareholders.

"Intellectual Property" means all trademarks, service marks, trade names, trade dress, corporate names, logos and slogans, domain names and internet web sites, including all goodwill associated with the foregoing, copyrights and copyrightable works, software and computer programs (whether in source code, executable code or human readable form), databases, mask works and other semiconductor chip rights, and similar rights, and registrations and applications to register or renew the registration of any of the foregoing, patents and patent applications and rights, trade secrets, know-how and inventions and all other intellectual property rights.

"IRS" means the United States Internal Revenue Service.

"Knowledge" means the actual knowledge of the officers of the Company set forth in Section 1.1 of the Company Letter.

"Liens" means any pledges, claims, liens, charges, encumbrances, defects of title, restrictions on transfer, options to purchase or lease or otherwise acquire any interest, and security interests of any kind or nature whatsoever, except in the case of securities, for limitations on transfer imposed by federal or state securities laws.

"Marketing Period" means the first period of 30 consecutive calendar days after the Initiation Date (A) during which (1) Sub shall have the Required Financial Information that the Company is required to provide to Sub pursuant to Section 7.12(b) and (2) no event has occurred that would cause any of the conditions set forth in Section 8.3 to fail to be satisfied assuming the Closing were to be scheduled for any time during such 30 consecutive-calendar-day period, and (B) at the end of which the conditions set forth in Section 8.1 shall be satisfied (other than conditions that by their nature can only be satisfied at the Closing); provided that the Marketing Period shall end on any earlier date that is the date on which the Financing otherwise is obtained or is obtainable by Parent or Sub by the satisfaction of conditions no more onerous than those specified in the Commitment Letter; and provided further that if the Marketing Period would not end on or prior to August 9, 2007, the Marketing Period shall commence no earlier than September 5, 2007; and provided further that if the Marketing Period would not end on or prior to December 13, 2007, the Marketing Period shall commence no earlier than January 3, 2008; and provided further that if the Required Financial Information that is furnished to Parent and Sub would be "stale" on any day during such Marketing Period if a registration statement using such financial statements were to be filed with the SEC on such date, then a new 30-day period shall commence; and provided further, that the Marketing Period shall not be deemed to have commenced if, prior to the completion of the Marketing Period, the Companys accountants shall have withdrawn their audit opinion with respect to any financial statements contained in the Company SEC Documents or shall no longer be willing to provide the consents and comfort letters described in Section 7.12(b).

"Material Adverse Change" or "Material Adverse Effect" means, when used in connection with the Company or Parent, as the case may be, any change, effect or circumstance, either individually or in the aggregate, that is materially adverse to the business, properties, assets, financial condition or results of operations of the Company and its Subsidiaries taken as a whole, or Parent and its Subsidiaries taken as a whole, as the case may be; provided, however, that to the extent any change, effect or circumstance is caused by or results from any of the following, it shall not be taken into account in determining whether there has been a "Material Adverse Change" or "Material Adverse Effect" with respect to the Company or Parent, as the case may be: (i) the entry into or the announcement of the execution of this Agreement (including losses or threatened losses of the relationships of the Company or any of its Subsidiaries with customers, vendors or suppliers or the loss or departure of officers or other coworkers of the Company or any of it Subsidiaries), actions contemplated by this Agreement or the performance of obligations under this Agreement, including the termination of the Company Financing Agreements as provided under Section 8.3(c), (ii) the identity of Parent or any of its Affiliates as the acquiror of the Company, (iii) changes affecting the United States economy or financial or securities markets as a whole or changes that are the result of factors generally affecting the industries in which the Company and its Subsidiaries conduct their business, to the extent such changes do not materially disproportionately impact the Company and its Subsidiaries, taken as a whole, relative to other companies in the industries in which the Company and its Subsidiaries conduct their business, (iv) the failure, in and of itself (as opposed to the facts underlying such failure), to meet any internal or public projections, forecasts or estimates of revenues or earnings for any period ending on or after the date hereof, (v) any change, in and of itself (as opposed to the facts underlying such change), in the market price or trading volume of the equity securities of the Company on or after the date hereof, (vi) the suspension of trading in securities generally on the New York Stock Exchange, the American Stock Exchange or the Nasdaq National Market, (vii) any change in any applicable law, rule or regulation or GAAP or interpretation thereof after the date hereof, (viii) the availability or cost of financing to Parent or Sub, (ix) the commencement, occurrence or continuation of any war, armed hostilities or acts of terrorism involving or affecting the United States of America or any part thereof and (x) any litigation arising from or relating to allegations of a breach of fiduciary duty relating to this Agreement or the transactions contemplated hereby.

"MDCP Parties" means Madison Dearborn Capital Partners V-A, L.P., a Delaware limited partnership, Madison Dearborn Capital Partners V-C, L.P., a Delaware limited partnership, and Madison Dearborn Capital Partners V Executive-A, L.P., a Delaware limited partnership.

"Merger" has the meaning set forth in the first recital of this Agreement.

"Merger Consideration" has the meaning set forth in Section 3.1(c).

"Morgan Stanley" means Morgan Stanley & Co. Incorporated.

"Non-Breach Financing Failure" has the meaning set forth in Section 9.2.

"No-Shop Period Start Date" has the meaning set forth in Section 6.2(a).

"Notice Period" has the meaning set forth in Section 6.2(e).

"Parent" has the meaning set forth in the introductory paragraph of this Agreement.

"Parent Termination Fee" means $146.0 million.

"Paying Agent" has the meaning set forth in Section 3.2(a).

"Permitted Lien" means (i) liens for Taxes and other governmental charges and assessments which are not yet due and payable, (ii) liens of landlords and liens of carriers, warehousemen, mechanics and materialmen and other like liens arising in the ordinary course of business for sums not yet due and payable and (iii) other liens or imperfections on property which are not material in amount, do not interfere with, and do not materially detract from the value or marketability of, or materially impair the existing use of, the property affected by such lien or imperfection.

"Person" means an individual, corporation, partnership, limited partnership, limited liability partnership, limited liability company, joint venture, association, trust, unincorporated organization or other entity (including any person as defined in Section 13(d)(3) of the Exchange Act).

"principal executive officer" has the meaning set forth in Section 4.6(b).

"principal financial officer" has the meaning set forth in Section 4.6(b).

"Proxy Statement" has the meaning set forth in Section 4.8.

"Qualifying Confidentiality Agreement" means an executed agreement with provisions requiring any Person receiving nonpublic information with respect to the Company to keep such information confidential, which provisions to keep such information confidential are no less restrictive in the aggregate to such Person than the Confidentiality Agreement is to Parent, its Affiliates, and their respective personnel and representatives (it being understood that such agreement with such Person need not have comparable standstill provisions), provided that no such confidentiality agreement shall conflict with any rights of Parent or Sub or obligations of the Company and its Subsidiaries under this Agreement.

"Required Financial Information" has the meaning set forth in Section 7.12(b).

"Retained Coworker" has the meaning set forth in Section 7.1(b).

"Sarbanes-Oxley Act" means the Sarbanes-Oxley Act of 2002.

"SEC" means the Securities and Exchange Commission.

"Securities Act" means the Securities Act of 1933.

"Shareholders Meeting" has the meaning set forth in Section 7.3(a).

"Shares" has the meaning set forth in the first recital of this Agreement.

"Solvent" when used with respect to any Person means that, as of any date of determination, (i) the amount of the "present fair saleable value" of the assets of such Person will, as of such date, exceed the amount of all "liabilities of such Person, contingent or otherwise", as of such date, as such quoted terms are generally determined in accordance with applicable federal laws governing determinations of the insolvency of debtors, (ii) the present fair saleable value of the assets of such Person will, as of such date, be greater than the amount that will be required to pay the liability of such Person on its debts as such debts become absolute and matured, (iii) such Person will not have, as of such date, an unreasonably small amount of capital with which to conduct its business and (iv) such Person will be able to pay its debts as they mature. For purposes of this definition, (a) "debt" means liability on a "claim," and (b) "claim" means any (1) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured or unsecured or (2) right to an equitable remedy for breach of performance if such breach gives rise to a right to payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured or unmatured, disputed, undisputed, secured or unsecured. With respect to any such contingent liabilities, such liabilities shall be computed at the amount which, in light of all the facts and circumstances existing at the time, represents the amount which can reasonably be expected to become an actual or matured liability.

"Sub" has the meaning set forth in the introductory paragraph of this Agreement.

"Subsidiary" of any Person means another Person, of which at least a majority of the securities or ownership interests having by their terms ordinary voting power to elect a majority of the board of directors or other persons performing similar functions is owned or controlled directly or indirectly by such first Person and/or by one or more of its Subsidiaries.

"Superior Proposal" means any proposal or offer from any Person (other than Parent and its Affiliates) relating to any direct or indirect acquisition or purchase, for consideration consisting of cash and/or securities, of 50% or more of the consolidated assets of the Company and its Subsidiaries or more than 50% of the voting power of the Shares then outstanding, including by means of any tender or exchange offer that if consummated would result in any Person (other than Parent and its Affiliates) beneficially owning Shares with more than 50% of the voting power of the Shares then outstanding and, in each case, that is on terms that the Company Board determines in its good faith judgment (after consultation with a financial advisor of nationally recognized reputation, such as Morgan Stanley, and with outside counsel) to be more favorable to the Companys shareholders than the transactions contemplated hereby (after taking into account any revisions to the terms of the transaction contemplated by this Agreement agreed to by Parent pursuant to Section 6.2(e)).

"Support Agreement" has the meaning set forth in the fourth recital of this Agreement.

"Surviving Corporation" has the meaning set forth in Section 2.1.

"Takeover Proposal" means any proposal or offer from any Person (other than Parent and its Affiliates) relating to (i) any direct or indirect acquisition or purchase of 20% or more of the assets of the Company and its Subsidiaries or 20% or more of the voting power of the Shares then outstanding, including any tender offer or exchange offer that if consummated would result in any Person (other than Parent and its Affiliates) beneficially owning Shares with 20% or more of the voting power of the Shares then outstanding, or (ii) any merger, consolidation, business combination, recapitalization, reorganization, liquidation, dissolution or similar transaction involving the Company pursuant to which any Person or the stockholders of any Person would own 20% or more of any class of equity securities of the Company or of any resulting parent company of the Company, in each case other than the transactions contemplated by this Agreement.

"Tax" and "Taxes" means any federal, state, local or foreign net income, estimated, gross income, gross receipts, windfall profit, severance, property, production, sales, use, license, excise, stamp, franchise, employment, payroll, withholding, social security (or similar, including FICA), alternative or add-on minimum or any other tax, custom, duty, governmental fee or other like assessment or charge of any kind whatsoever, together with any interest or penalty, addition to tax or additional amount imposed by any Governmental Entity.

"Tax Return" means any return, report or similar statement filed or required to be filed with respect to any Tax including any information return, claim for refund, amended return or declaration of estimated Tax.

"Termination Date" has the meaning set forth in Section 9.1(b)(i).

"Transfer Taxes" has the meaning set forth in Section 7.7.

"William Blair" means William Blair & Company, L.L.C.

Section 1.2 Interpretation. For purposes of this Agreement, (i) the words "include," "includes" and "including" shall be deemed to be followed by the words "without limitation," (ii) the word "or" is not exclusive, (iii) the words "herein," "hereof," "hereby," "hereto" and "hereunder" refer to this Agreement as a whole, and (iv) the word "coworker" shall mean the same as "employee." Unless the context otherwise requires, a reference herein: (i) to an Article or Section means an Article and Section of this Agreement, (ii) to an agreement, instrument or other document means such agreement, instrument or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof and by this Agreement, (iii) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any rules or regulations promulgated thereunder and (iv) all references to "dollars" or "$" or any similar reference or designation contained therein means United States dollars. Titles to Articles and headings of Sections are inserted for convenience of reference only and shall not be deemed a part of or to affect the meaning or interpretation of this Agreement.

ARTICLE II

THE MERGER

Section 2.1 The Merger. Upon the terms and subject to the conditions set forth in this Agreement, and in accordance with the IBCA, Sub shall be merged with and into the Company at the Effective Time. Following the Effective Time, the separate corporate existence of Sub shall cease and the Company shall continue as the surviving corporation (the "Surviving Corporation") and shall succeed to and assume all the rights and obligations of Sub and the Company in accordance with Section 11.50 of the IBCA.

Section 2.2 Closing. The closing of the Merger (the "Closing") will take place at 10:00 a.m. (Central Time) on a date mutually agreed to by Parent and the Company, which shall be no later than the second Business Day after satisfaction or waiver of the conditions set forth in Article VIII (other than those conditions that by their terms are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions), at the offices of Sidley Austin LLP, One South Dearborn Street, Chicago, Illinois 60603, unless another date, time or place is agreed to in writing by the parties hereto; provided, however, that notwithstanding the satisfaction or waiver of the conditions set forth in Article VIII, the parties shall not be required to effect the Closing until the earliest of (a) a date during the Marketing Period specified by Sub on no less than five Business Days prior notice to the Company, (b) the final day of the Marketing Period and (c) the Business Day prior to the Termination Date. The date on which the Closing actually occurs is referred to as the "Closing Date".

Section 2.3 Effective Time. The Merger shall become effective when articles of merger (the "Articles of Merger"), executed in accordance with the relevant provisions of the IBCA, are duly filed with the Secretary of State of the State of Illinois, or at such later time as Sub and the Company shall agree and is specified in the Articles of Merger. When used in this Agreement, the term "Effective Time" shall mean the later of the date and time at which the Articles of Merger are duly filed with the Secretary of State of the State of Illinois or such later time established by the Articles of Merger. The filing of the Articles of Merger shall be made as soon as practicable after the satisfaction or waiver of the conditions to the Merger set forth in Article VIII (but in no event on a date prior to the Closing Date unless otherwise agreed by the Company and Sub).

Section 2.4 Effects of the Merger. The Merger shall have the effects set forth in the IBCA and this Agreement.

Section 2.5 Articles of Incorporation and By-laws; Officers and Directors.

(a) The articles of incorporation of the Company shall be amended and restated as a result of the Merger so as to read in their entirety as set forth in Exhibit C hereto and, as so amended and restated, shall be the articles of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable law.

(b) The by-laws of the Company, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided by the articles of incorporation or by-laws of the Surviving Corporation or by applicable law.

(c) The parties hereto shall take all actions necessary so that the directors of Sub immediately prior to the Effective Time shall be the directors of the Surviving Corporation, until the earliest of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

(d) The officers of the Company immediately prior to the Effective Time shall be the officers of the Surviving Corporation until the earliest of their death, resignation or removal or until their respective successors are duly elected or appointed and qualified, as the case may be.

ARTICLE III

EFFECT OF THE MERGER ON THE STOCK OF THE CONSTITUENT CORPORATIONS; SURRENDER OF CERTIFICATES

Section 3.1 Effect on Stock. As of the Effective Time, by virtue of the Merger and without any action on the part of any of Parent, Sub, the Company or the holders of any securities of the Constituent Corporations:

(a) Capital Stock of Sub. Each issued and outstanding share of capital stock of Sub shall be converted into and become one validly issued, fully paid and nonassessable share of common stock, par value $0.01 per share, of the Surviving Corporation.

(b) Treasury Stock and Parent Owned Stock. Each Share that is owned by the Company and held in its treasury or by any wholly owned Subsidiary of the Company and each Share that is owned by Parent, Sub or any other wholly owned Subsidiary of Parent shall automatically be cancelled and retired and shall cease to exist, and no consideration shall be delivered in exchange therefor.

(c) Conversion of Shares. Subject to Section 3.1(d), each Share issued and outstanding immediately prior to the Effective Time (other than Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares), shall be cancelled and be converted into the right to receive in cash, without interest, $87.75 per Share (the "Merger Consideration"). As of the Effective Time, each such Share shall be converted into the right to receive the Merger Consideration and cancelled in accordance with this Section 3.1(c), and when so cancelled, shall no longer be outstanding and shall automatically cease to exist, and each holder of a certificate representing any such Shares (a "Certificate") shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration for each such Share, without interest.

(d) Shares of Dissenting Shareholders. Any issued and outstanding Shares held by a Person (a "Dissenting Shareholder") who has not voted in favor of approval of this Agreement and objects to the Merger and complies with all the provisions of the IBCA concerning the right of holders of Shares to dissent from the Merger and obtain payment for their Shares ("Dissenting Shares") shall not be converted into the right to receive the Merger Consideration as described in Section 3.1(c), but shall be converted into the right to receive such consideration as may be determined to be due to such Dissenting Shareholder pursuant to the procedures set forth in Section 11.70 of the IBCA. If such Dissenting Shareholder withdraws its demand for payment or fails to perfect or otherwise loses its right of payment, in any case pursuant to the IBCA, its Shares shall be deemed to be converted as of the Effective Time into the right to receive the Merger Consideration for each such Share, without interest. The Company shall give Parent prompt notice of any demands for payment of Shares received by the Company. The Company shall not, without the prior written consent of Parent, make any payment with respect to, or settle or offer to settle, any such demands.

(e) Adjustment. If, between the date of this Agreement and the Effective Time, there is a recapitalization, reclassification, stock split, stock dividend, subdivision, combination or exchange of shares with respect to, or rights issued in respect of, the Shares (each, an "Adjustment"), the Merger Consideration shall be adjusted accordingly, without duplication, to provide the holders of Shares with the same economic effect as contemplated by this Agreement prior to such Adjustment.

Section 3.2 Surrender of Certificates.

(a) Paying Agent. Prior to the Effective Time, Parent shall designate a bank or trust company that shall be reasonably satisfactory to the Company to act as paying agent in the Merger (the "Paying Agent"), and, as of the Effective Time, Parent shall deposit, or cause the Surviving Corporation to deposit, with the Paying Agent a cash amount in immediately available funds equal to the Aggregate Merger Consideration (the "Exchange Fund"). Funds made available to the Paying Agent shall be invested by the Paying Agent as directed by Sub or, after the Effective Time, the Surviving Corporation; provided, however, that such investments shall only be in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest rating from Moodys Investors Service, Inc. or Standard & Poors Corporation or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three months (it being understood that any and all interest or income earned on funds made available to the Paying Agent pursuant to this Agreement shall be remitted to Parent). To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt cash payment of the Aggregate Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the cash in the Exchange Fund lost through such investments or other events so as to ensure that the Exchange Fund is at all times maintained at a level sufficient to make such cash payments.

(b) Exchange Procedure. As soon as practicable after the Effective Time (and in any event within three Business Days thereof), the Surviving Corporation or Parent shall cause the Paying Agent to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or the making of affidavits of loss in lieu thereof) to the Paying Agent and shall be in a form and have such other customary provisions as Parent and the Company may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration as provided in Section 3.1. Upon surrender of a Certificate (or an affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Paying Agent pursuant to such instructions, the holder of such Certificate shall be entitled to receive promptly in exchange therefor the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1, and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the Shares theretofore represented by such Certificate shall have been converted pursuant to Section 3.1. No interest will be paid or will accrue on the cash payable upon the surrender of any Certificate (or an affidavit of loss in lieu thereof). Each of Parent, the Paying Agent or the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of Shares such amounts as it is required to deduct and withhold with respect to the payment of such consideration under the Code or under any provision of state, local or foreign Tax law. To the extent that amounts are so withheld, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made. As promptly as practicable after the Effective Time, the Paying Agent will mail to each holder of Shares represented by book-entry on the records of the Company or the Companys transfer agent, on behalf of the Company, other than Dissenting Shares, a check in the amount of the Merger Consideration with respect to each such Share so held.

(c) No Further Ownership Rights in Shares. All Merger Consideration paid upon the surrender of Certificates (or affidavits of loss in lieu thereof) in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares theretofore represented by such Certificates. At the Effective Time, (i) holders of Shares shall cease to have any rights as shareholders of the Company, (ii) the stock transfer books of the Company shall be closed and (iii) there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged as provided in this Article III.

(d) Termination of Exchange Fund. Any portion of the Exchange Fund that remains undistributed to the holders of Shares for twelve months after the Effective Time shall be delivered to Parent, upon demand, and any holders of Shares (other than Shares to be cancelled in accordance with Section 3.1(b) and Dissenting Shares) who have not theretofore complied with this Article III and the instructions set forth in the letter of transmittal mailed to such holders after the Effective Time shall thereafter look only to the Surviving Corporation (subject to abandoned property, escheat or other similar laws) for payment of the Merger Consideration to which they are entitled, without interest.

(e) No Liability. None of Parent, Sub, the Company or the Paying Agent shall be liable to any Person in respect of any Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar law.

(f) Lost, Stolen or Destroyed Certificates. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the cash payment into which the Shares represented by such Certificate shall have been converted pursuant to Section 3.1.

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

Except (i) as set forth in the corresponding section of the Company Letter, it being understood that matters disclosed pursuant to one section of the Company Letter shall be deemed disclosed with respect to any other section of the Company Letter where it is reasonably apparent that the matters so disclosed are applicable to such other section, (ii) as disclosed in the Company SEC Documents filed with or furnished to the SEC prior to the date hereof (without regard to (1) for any Section in this Article IV other than Section 4.16, any exhibits thereto, (2) any items included therein that are incorporated by reference to Company SEC Documents filed prior to December 31, 2006 which are not available electronically at the SEC website located at www.sec.gov and (3) disclosures in the "Risk Factors" section or other sections of such filings to the extent that they are forward-looking in nature (it being understood, however, that such exclusions shall not apply to any disclosure expressly made in the Company Letter)) or (iii) as expressly contemplated or expressly permitted under this Agreement or any agreement contemplated hereby, the Company hereby represents and warrants to Parent and Sub as follows:

Section 4.01 Organization. The Company and each of its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite corporate, partnership or limited liability company (as the case may be) power and authority to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such corporate, partnership or limited liability company (as the case may be) power and authority has not had and would not reasonably be expected to have a Material Adverse Effect on the Company. The Company and each of its Subsidiaries is duly qualified or licensed to do business and in good standing in each jurisdiction in which the nature of its business or the ownership or leasing of its properties makes such qualification or licensing necessary, except in such jurisdictions where the failure to be so duly qualified or licensed and in good standing has not had and would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. The Company has made available to Parent complete and correct copies of the articles of incorporation and by-laws of the Company and the charter and by-laws (or similar organizational documents) of each of its Subsidiaries listed in Exhibit 21 to the Companys Annual Report on Form 10-K for the year ended December 31, 2006, in each case as amended through the date hereof.

Section 4.02 Subsidiaries. All of the outstanding shares of capital stock of each Subsidiary of the Company that is a corporation have been validly issued and are fully paid and nonassessable. All of the outstanding shares of capital stock or other equity interests of each Subsidiary of the Company are owned by the Company, by one or more Subsidiaries of the Company or by the Company and one or more Subsidiaries of the Company, free and clear of all Liens. No shares of preferred stock of any Subsidiary of the Company are issued and outstanding. There are no subscriptions, options, warrants, rights, calls, contracts, voting trusts, proxies or other arrangements relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of any Subsidiary of the Company, including any right of conversion or exchange under any outstanding securities, instrument or agreement. Except for (i) the capital stock and other equity interests of its Subsidiaries, (ii) ownership of interests in publicly available investment funds that invest predominately in debt securities reflected on the Companys balance sheet and (iii) securities obtained by the Company as a creditor in certain bankruptcy proceedings, the Company does not own, directly or indirectly, any capital stock or other ownership interest in any corporation, partnership, joint venture, limited liability company or other entity.

Section 4.3 Capital Structure.

(a) The authorized shares of the Company consists of 500,000,000 shares of Company Common Stock and 5,000,000 shares of preferred stock, par value $1.00 per share (the "Company Preferred Stock").

(b) At the close of business on May 25, 2007:

(i) 79,416,700 shares of Company Common Stock were issued and outstanding, all of which were validly issued, fully paid and nonassessable and free of statutory and contractual preemptive rights, including 118,009 shares of Company Common Stock subject to vesting or forfeiture conditions ("Company Restricted Stock");

(ii) 17,805,690 shares of Company Common Stock were held by the Company in its treasury;

(iii) 7,149,957 shares of Company Common Stock are issuable upon exercise of all outstanding options to purchase Company Common Stock granted under the Company Stock Incentive Plans (collectively, the "Company Stock Options"), whether or not currently exercisable, and are reserved for issuance;

(iv) 995,334 shares of Company Common Stock were reserved for issuance in accordance with the Company Stock Purchase Plan, and the aggregate amount of funds held under such plan and available for use in purchasing shares of Company Common Stock was less than $600,000; and

(v) 1,822 shares of Company Common Stock are issuable pursuant to outstanding restricted stock units granted under the Company Stock Incentive Plans (collectively, the "Company Restricted Stock Units").

(c) No shares of Company Preferred Stock are issued and outstanding.

(d) The Company has delivered to Parent a correct and complete list as of the close of business on May 4, 2007 of (i) each outstanding Company Stock Option and Company Restricted Stock Unit and (ii) each outstanding share of Company Restricted Stock, including the date of grant, exercise price (if applicable), number of shares of Company Common Stock subject thereto, the Company Stock Incentive Plan under which such Company Stock Option, Company Restricted Stock Unit or share of Company Restricted Stock, as the case may be, was granted and, with respect to any Company Stock Option, whether it is exercisable. No Company Stock Option provides for the deferral of compensation within the meaning of Treas. Reg. 1.409A-1(b)(5)(i)(A).

(e) Since the close of business on May 25, 2007, the Company has not issued or reserved for issuance any shares of Company Common Stock other than pursuant to the Company Stock Purchase Plan or upon the exercise of Company Stock Options or the settlement of Company Restricted Stock Units. Since May 4, 2007, there have been no changes to the information set forth in the list referred to in Section 4.3(d), except as a result of the exercise, settlement or forfeiture of any Company Stock Options or the vesting, settlement or forfeiture of Company Restricted Stock or Company Restricted Stock Units.

(f) Except as set forth in Section 4.3(b), (i) there are no securities, options, warrants, calls, rights, commitments, agreements, arrangements, undertakings or contractual rights the value of which are based on the value of the capital stock or other voting securities of the Company of any kind to which the Company or any of its Subsidiaries is a party or by which any of them is bound obligating the Company or any of its Subsidiaries to issue, deliver or sell or create, or cause to be issued, delivered or sold or created, additional shares of capital stock or other voting securities of the Company or of any of its Subsidiaries or obligating the Company or any of its Subsidiaries to issue, grant, extend or enter into any such security, option, warrant, call, right, commitment, agreement, arrangement, undertaking or contractual right, and (ii) there are no voting trusts, proxies, shareholder rights plans or other arrangements to which the Company is a party relating to the issuance, sale, voting, transfer, ownership or other rights with respect to any shares of capital stock of the Company.

(g) Except pursuant to the terms of the Company Stock Incentive Plans, there are no outstanding contractual obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any shares of capital stock or equity interests of the Company or any of its Subsidiaries.

(h) There are no outstanding bonds, debentures, notes or other indebtedness of the Company having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matter on which the Companys shareholders may vote.

Section 4.4 Authority.

(a) The Company has the requisite corporate power and authority to execute and deliver this Agreement and, subject to approval of this Agreement by the Company Requisite Vote, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Merger and the other transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Company, subject to approval of this Agreement by the Company Requisite Vote. This Agreement has been duly executed and delivered by the Company and (assuming the valid authorization, execution and delivery of this Agreement by Parent and Sub) constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and (ii) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

(b) The Company Board, at a meeting duly called and held, subject to the terms and conditions set forth elsewhere in this Agreement, has (i) approved and declared this Agreement, the Merger and the other transactions contemplated hereby advisable and in the best interests of the Companys shareholders and (ii) resolved to recommend to the shareholders of the Company that they approve this Agreement, and has not subsequently rescinded or modified such approval or resolution in any way, subject to the right of the Company Board to withdraw or modify its recommendation in accordance with the terms of this Agreement.

(c) The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding and entitled to vote at the Shareholders Meeting approving this Agreement (the "Company Requisite Vote") is the only vote of the holders of any class or series of the Companys shares of capital stock necessary to approve this Agreement, the Merger and the transactions contemplated hereby.

Section 4.5 Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the IBCA, the laws of other states in which the Company is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances and (b) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby will (i) result in any breach of any provision of the articles of incorporation or by-laws of the Company or of the similar organizational documents of any of the Companys Subsidiaries, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except where the failure to make such filings or to obtain such permits, authorizations, consents or approvals, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger), (iii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any material note, bond, mortgage, indenture, lease, license, contract, agreement or other instrument or obligation to which the Company or any of its Subsidiaries is a party or by which any of them or any of their properties or assets are bound or (iv) violate any law, order, writ, injunction, judgment, decree, statute, rule or regulation applicable to the Company, any of its Subsidiaries or any of their properties or assets, except, in the case of clause (iii) or (iv), for breaches, defaults, terminations, amendments, cancellations, accelerations or violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger.

Section 4.6 SEC Documents and Other Reports.

(a) The Company has filed with the SEC all forms, reports, statements, schedules and other documents required to be filed by it since December 31, 2005 under the Securities Act or the Exchange Act (the "Company SEC Documents"). As of their respective filing dates (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), the Company SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, each as in effect on the date so filed, and at the time filed with the SEC (or, if amended prior to the date of this Agreement, as of the respective filing date of such amendment), none of the Company SEC Documents contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the Company SEC Documents (if amended prior to the date of this Agreement, as amended) (the "Company Financial Statements") complied as of their respective dates as to form in all material respects with the then applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, have been prepared in accordance with GAAP (except in the case of the unaudited statements, as permitted by Form 10-Q under the Exchange Act) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as at the dates thereof and the consolidated results of their operations and their consolidated cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments and to any other adjustments described therein).

(b) The Company is in compliance in all material respects with the applicable provisions of the Sarbanes-Oxley Act. Each of the principal executive officer of the Company and the principal financial officer of the Company has made all certifications required by Rule 13a-14 or 15d-14 under the Exchange Act or Sections 302 and 906 of the Sarbanes-Oxley Act, as applicable, with respect to the Company SEC Documents, and the statements contained in such certifications were true and accurate as of the date they were made. For purposes of this Agreement, "principal executive officer" and "principal financial officer" have the meanings given to such terms in the Sarbanes-Oxley Act.

(c) The Companys system of internal control over financial reporting is sufficient in all material respects to provide reasonable assurance (i) that transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP, (ii) that receipts and expenditures are executed only in accordance with the authorization of management and (iii) regarding prevention or timely detection of the unauthorized acquisition, use or disposition of the Companys assets that could materially affect the Companys financial statements.

(d) The Companys "disclosure controls and procedures" (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) are designed to ensure that (i) material information (both financial and non-financial) required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC and (ii) all such information is accumulated and communicated to the Companys management as appropriate to allow timely decisions regarding disclosure and to make the certifications of the principal executive officer and principal financial officer of the Company required under the Exchange Act with respect to such reports.

Section 4.7 Absence of Material Adverse Change. Since December 31, 2006, the Company and its Subsidiaries have conducted their respective businesses in all material respects in the ordinary course, and there has not been (a) any change or event that has had or would reasonably be expected to have a Material Adverse Change with respect to the Company, (b) any declaration, setting aside or payment of any dividend or other distribution with respect to its capital stock or other equity interest or any redemption, purchase or other acquisition of any of its capital stock or other equity interest, (c) any split, combination or reclassification of any of its capital stock or other equity interest or any issuance or the authorization of any issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interest, (d) any material change in accounting methods, principles or practices used by the Company affecting its assets, liabilities or business, except insofar as may have been required by a change in GAAP or (e) any amendments or changes in the articles of incorporation, by-laws or other organizational documents of the Company or any of its Subsidiaries.

Section 4.8 Information Supplied. None of the information supplied or to be supplied by the Company for inclusion in the proxy statement relating to the Shareholders Meeting (together with any amendments or supplements thereto, the "Proxy Statement") will, at the time the Proxy Statement is first mailed to the Companys shareholders or at the time of the Shareholders Meeting, 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 are made, not misleading, except that no representation or warranty is made by the Company with respect to statements made therein based on information supplied by Parent or Sub or any of their representatives in writing specifically for inclusion therein. The Proxy Statement shall comply as to form in all material respects with the requirements of the Exchange Act.

Section 4.9 Compliance with Laws.

(a) Neither the Company nor any of its Subsidiaries is, or since January 1, 2005 has been, in violation of any law, ordinance or regulation of any Governmental Entity, except for any violations that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. Each of the Company and its Subsidiaries has in effect all federal, state, local and foreign governmental licenses, authorizations, consents, permits and approvals necessary for it to own, lease or operate its properties and assets and to carry on its business as now conducted (collectively, "Company Permits"), and no default has occurred under any such Company Permit, except for the absence of Company Permits and for defaults under Company Permits that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) Since January 1, 2002, (i) neither the Company nor any of its Subsidiaries, officers or coworkers has been the subject of a debarment, suspension or exclusion from participation in programs funded by any Governmental Entity or in the award of any material government contract or been listed on the List of Parties Excluded from Federal Procurement and Nonprocurement Programs ("Listing") maintained by the government of the United States of America, and (ii) to the Knowledge of the Company, no proceeding for such debarment, suspension or exclusion or proposed Listing has been initiated or threatened.

(c) Since January 1, 2002, to the Knowledge of the Company (i) no determination has been made by a Governmental Entity that the Company or any of its Subsidiaries is nonresponsible or ineligible for award of a material government contract and (ii) no circumstances exist that could reasonably be expected to result in the institution of debarment, suspension or exclusion proceedings or any finding of nonresponsibility or ineligibility with respect to the Company or any of its Subsidiaries.

Section 4.10 Tax Matters.

(a) The Company and each of its Subsidiaries has timely filed or caused to be filed (after taking into account all applicable extensions) all Tax Returns required to be filed by them, except where the failure to timely file would not reasonably be expected to have a Material Adverse Effect on the Company. Such Tax Returns are true, correct and complete, except where the failure to be true, correct or complete would not reasonably be expected to have a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries has paid or caused to be paid all Taxes due and payable whether or not shown as due on any Tax Returns, except where the failure to do so would not reasonably be expected to have a Material Adverse Effect on the Company. No deficiencies for any Taxes have been asserted in writing, proposed in writing or assessed in writing against the Company or any of its Subsidiaries that have not been paid or otherwise settled, except for deficiencies that, if finally resolved in a manner adverse to the Company or the relevant Subsidiary would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) To the Knowledge of the Company, there are no audits, examinations or other proceedings by any taxing authority in progress relating to any Taxes of the Company or any of its Subsidiaries other than audits, examinations or proceedings that are not reasonably expected to result in imposition of additional material Taxes. Neither the Company nor any of its Subsidiaries is a party to any litigation relating to Taxes.

(c) Since January 1, 2004, neither the Company nor any of its Subsidiaries has distributed the stock of any corporation, or has had its stock distributed by another person, in a transaction that was purported or intended to be governed in whole or in part by Section 355 of the Code.

(d) No Benefit Plan or other agreement provides for the Company to pay any additional amounts to any individual with respect to any Tax imposed under Section 4999 of the Code. Neither the Company nor any Subsidiary has incurred any obligation to make any payments that are reasonably expected to (A) be non-deductible under, or otherwise constitute a "parachute payment" within the meaning of, Section 280G of the Code or (B) be subject to the imposition of an excise tax under Section 4999 of the Code. The deduction of any material amounts paid with respect to the 2006 calendar year is not reasonably expected to be disallowed under Section 162(m) of the Code.

(e) Each deferred compensation arrangement subject to the provisions of Section 409A of the Code and with respect to which the Company or any of its Subsidiaries is a "service recipient" (within the meaning of Section 409A of the Code) has been administered in good faith compliance, in all material respects, with the applicable provisions of Section 409A of the Code and, to the Knowledge of the Company, neither the Company nor any of its Subsidiaries has been required to withhold any Taxes due as a result of a failure to comply with Section 409A of the Code.

(f) Neither the Company nor any of its Subsidiaries has been required to disclose to the Internal Revenue Service that it has participated in a "listed transaction" as defined in Treasury Regulation Section 1.6011-4(b)(2).

(g) Neither the Company nor any of its Subsidiaries is a party to any agreement providing for the allocation or sharing of Taxes computed on a consolidated, combined or unitary basis with any entity as a result of filing a Tax Return with such entity on such basis (except where the entity is the Company or any of its Subsidiaries) under which the Company or any of its Subsidiaries could have material liability for Taxes after the Closing. Neither the Company nor any of its Subsidiaries has been a member of any "affiliated group" (as defined in Section 1504(a) of the Code or any similar provision of state or local law) or any combined, consolidated or unitary group (other than an affiliated, combined, consolidated or unitary group the common parent of which is or was the Company or a Subsidiary).

(h) Neither the Company nor any of its Subsidiaries has waived in writing any statutory period of limitations for the assessment of any material Tax which waiver is currently in effect or agreed in writing to any extension of time with respect to a material Tax assessment or deficiency which period of extension is currently in effect, nor is any written request by a taxing authority to so waive or extend outstanding.

Section 4.11 Liabilities. To the Knowledge of the Company, neither the Company nor any of its Subsidiaries has any liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise) required by GAAP to be set forth on a consolidated balance sheet of the Company and its Subsidiaries or in the notes thereto, other than liabilities and obligations (a) set forth in the Companys consolidated balance sheet for the year ended December 31, 2006 included in the Company SEC Documents, (b) incurred in the ordinary course of business since December 31, 2006, (c) incurred in connection with the Merger or any other transaction or agreement contemplated by this Agreement or (d) that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Section 4.12 Litigation. There is no suit, action, proceeding or investigation pending or, to the Knowledge of the Company, threatened against the Company or any of its Subsidiaries that has had or would reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger. Neither the Company nor any of its Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on the Company or prevent or materially delay the consummation of the Merger.

Section 4.13 Benefit Plans.

(a) Set forth in Section 4.13(a) of the Company Letter is a list of each material Benefit Plan, excluding bonus, incentive and commission plans, programs, agreements and arrangements for coworkers (other than officers) that are maintained in the ordinary course of business and excluding employment, severance, change in control and termination agreements not required to be listed in Section 4.13(b) of the Company Letter. With respect to each such Benefit Plan, other than Benefit Plans maintained by the Companys non-U.S. Affiliates, the Company has made available to Parent a true and correct copy of: (i) each such Benefit Plan that has been reduced to writing and all amendments thereto; (ii) each trust, insurance or administrative agreement relating to each such Benefit Plan; (iii) the most recent summary plan description or other written explanation of each Benefit Plan provided to participants; (iv) the most recent annual report (Form 5500) filed with the IRS; and (v) the most recent determination letter, if any, issued by the IRS with respect to any Benefit Plan intended to be qualified under Section 401(a) of the Code.

(b) Set forth in Section 4.13(b) of the Company Letter is a list of each material employment, severance, change in control or termination agreement between the Company or any of its Subsidiaries and any current or former officer or director or coworker of the Company or any of its Subsidiaries, in effect as of the date of this Agreement, other than agreements that provide for the payment of an annual base salary or a cash severance benefit in an amount less than $200,000 (each listed agreement, a "Company Employment Agreement").

(c) Except as required by law or as the Company or any of its Subsidiaries has deemed advisable due to changes in law, neither the Company nor any of its Subsidiaries has adopted or amended in any material respect any Benefit Plan or Company Employment Agreement since the date of the most recent audited financial statements included in the Company SEC Documents.

(d) Except as would not, individually or in the aggregate, have a Material Adverse Effect on the Company, (i) each Benefit Plan has been maintained and administered in compliance with its terms and the applicable requirements of the Code, ERISA and other applicable laws and (ii) all payments, premiums, contributions, reimbursements or accruals thereunder for all periods ending prior to or as of the Effective Time shall have been made or properly accrued on the Companys latest balance sheet reflected in the Company Financial Statements. There is no Person (other than the Company or any of its Subsidiaries) that together with the Company or any of its Subsidiaries would be treated as a single employer under Section 414 of the Code or Section 4001(b) of ERISA. Neither the Company nor any of its Subsidiaries has at any time during the six-year period preceding the date hereof maintained, contributed to or incurred any liability under any "multiemployer plan" (as defined in Section 3(37) of ERISA) or any ERISA Benefit Plan that is subject to Title IV of ERISA or Section 412 of the Code, and neither the Company nor any of its Subsidiaries has any current or potential obligation or liability under Title IV of ERISA or Section 412 of the Code.

(e) There are no pending or, to the Knowledge of the Company, threatened disputes, arbitrations, claims, suits, audits, investigations, proceedings, hearings or grievances involving a Benefit Plan (other than routine claims for benefits payable under any such Benefit Plan). There has been no "prohibited transaction" (as defined in Section 4975 of the Code or Section 406 of ERISA) or breach of fiduciary duty (as determined under ERISA) in connection with or with respect to any Benefit Plan that, individually or in the aggregate, would reasonably be expected to result in material liability to the Company or any Subsidiary.

(f) All Benefit Plans that are intended by their terms to be qualified under Section 401(a) of the Code have been determined by the IRS to be so qualified or may rely on an opinion letter with respect to a prototype plan, or a timely application for such determination is now pending or there is time remaining for such an application, and the Company has no Knowledge of any reason why any such Benefit Plan or any plan intended to be qualified under the laws of a jurisdiction other than the United States is not so qualified in operation. Neither the Company nor any of its Subsidiaries has any liability or obligation under any welfare plan or agreement to provide benefits after termination of employment or service to any coworker or dependent or any other Person other than as required by Section 4980B of the Code or other applicable law or for a period of not more than three months pursuant to the terms of a separation plan or agreement.

(g) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (either alone or in conjunction with any other event) constitute an event under a Benefit Plan that will or is reasonably expected to result in the accelerated vesting, funding or delivery of, or an increase in the amount or value of, other than an increase due solely to the value of Company Common Stock, any payment or benefit to any current or former coworker, officer, contractor or director of the Company or any of its Subsidiaries.

Section 4.14 State Takeover Statutes. The action of the Company Board in approving the Merger, this Agreement and the other transactions contemplated hereby is sufficient to render the provisions of Sections 7.85 and 11.75 of the IBCA inapplicable to consummation of the Merger and the execution, delivery and performance of this Agreement and the Support Agreements. To the Knowledge of the Company, no other "control share acquisition," "fair price," "moratorium" or other antitakeover laws apply to this Agreement or any of the transactions contemplated hereby.

Section 4.15 Intellectual Property. To the Knowledge of the Company, the Company and its Subsidiaries own, or are validly licensed or otherwise have the right to use, all Intellectual Property used in, and material to, the conduct of the business of the Company and its Subsidiaries taken as a whole as currently conducted. No claims are pending as of the date hereof that allege that the Company or any of its Subsidiaries is infringing, misappropriating or otherwise adversely affecting the rights of any Person with regard to any Intellectual Property other than claims that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. To the Knowledge of the Company, no Person is infringing or misappropriating the rights of the Company or any of its Subsidiaries with respect to any Intellectual Property in a manner that, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

Section 4.16 Material Contracts. Neither the Company nor any of its Subsidiaries is a party to or bound by any contract, agreement or other instrument (a) that is a "material contract" (as such term is defined in Item 601(b)(10) of Regulation S-K promulgated by the SEC), (b) that limits or restricts the Company or any of its Subsidiaries from engaging in any line of business or in any geographic area, (c) that is a loan and credit agreement, note, debenture, bond, indenture and other similar contract pursuant to which any indebtedness of the Company or any of its Subsidiaries, in each case in excess of $10.0 million, is outstanding or may be incurred (other than the Company Lines of Credit, the Company Financing Agreements and trade payables incurred in the ordinary course of business), (d) that by its terms requires aggregate payments by the Company or any of its Subsidiaries of more than $10.0 million over the remaining term of such contract, except for any such contract that may be canceled without any material penalty or other liability to the Company or any of its Subsidiaries upon notice of 90 days or less and except for any Company Lease, or (e) for the acquisition or disposition by the Company or any of its Subsidiaries of properties or assets for, in each case, aggregate consideration of more than $25.0 million, except for acquisitions of supplies and acquisitions and dispositions of inventory in the ordinary course of business and capital expenditures contemplated by Section 6.1(e)(i). Each contract of the type described in the first sentence of this Section 4.16 is referred to herein as a "Company Material Contract." The Company has made available or provided to Parent complete and correct copies of each Company Material Contract. Neither the Company nor any of its Subsidiaries has Knowledge of, or has received notice of, any default under (or any condition which with the passage of time or the giving of notice would cause such a default under) any Company Material Contract to which it is a party or by which it or any of its assets is bound, except for such defaults that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Section 4.17 Labor and Employment.

(a) To the Knowledge of the Company, the Company and its Subsidiaries are in compliance with applicable labor and employment laws regarding their coworkers including the National Labor Relations Act of 1935, Title VII of the Civil Rights Act of 1964, the Age Discrimination in Employment Act of 1967, the Americans With Disabilities Act of 1990, the Family and Medical Leave Act of 1993, the Fair Labor Standards Act of 1938, the Illegal Immigration Enforcement Act of 2006 and comparable state, provincial and local laws, except for failures to be in compliance which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(b) To the Knowledge of the Company, the Company and its Subsidiaries are in compliance with all applicable employment agreements, except for failures to be in compliance which, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

Section 4.18 Real Estate.

(a) The Company Real Property is sufficient for the operation of the business of the Company and its Subsidiaries as currently conducted in all material respects.

(b) To the Knowledge of the Company, (i) the Company has the right to access, use and occupy the Company Leased Real Property for the full term of the Company Lease relating thereto, subject in each case to the terms of the applicable Company Lease, except for any failure to have such right which, individually or in the aggregate, would not be reasonably expected to have a Material Adverse Effect on the Company, and (ii) each Company Lease is in full force and effect. To the Knowledge of the Company, there is no default by the Company or any Subsidiary under any Company Lease which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect on the Company.

(c) To the Knowledge of the Company, the Company or one of its Subsidiaries, as the case may be, has good and insurable fee title to the Company Owned Real Property. To the Knowledge of the Company, the Company Owned Real Property has sufficient access to and from adjoining public right of ways or private easements, that is necessary to the conduct of the business of the Company and its Subsidiaries as presently conducted thereon, except for any failure to have such access which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. To the Knowledge of the Company, there are no violations by the Company or any Subsidiary of any covenant, condition, or restriction affecting the Company Owned Real Property which would materially impair the rights to use and occupancy with respect to the Company Owned Real Property for such purposes necessary for the conduct of the business of the Company and its Subsidiaries as presently conducted thereon, except for any failure to have such right which, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.

(d) This Section 4.18 contains the sole and exclusive representations and warranties of the Company with respect to the Company Real Property.

Section 4.19 Environmental Matters. Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company: (i) the Company and its Subsidiaries are in compliance with all applicable Environmental Laws and Environmental Permits; (ii) to the Knowledge of the Company, no property currently or formerly owned or leased by the Company or any of its Subsidiaries has been the subject of any investigation by any Governmental Entity or of any third party demand alleging the presence of any Hazardous Substances that would require remediation pursuant to any Environmental Law; (iii) neither the Company nor any of its Subsidiaries has received any written notice, demand, letter, claim or request for information alleging that the Company or any of its Subsidiaries may be in violation of or subject to liability under any Environmental Law; and (iv) neither the Company nor any of its Subsidiaries is subject to any written order, decree, injunction or indemnity with any Governmental Entity or any third Person relating to liability under any Environmental Law or relating to contamination of any property by Hazardous Substances. This Section 4.19 sets forth the sole representations and warranties of the Company with respect to environmental or workplace health or safety matters, including all matters arising under Environmental Laws.

Section 4.20 Affiliate Transactions. Except pursuant to any employment or separation agreement with any officer of the Company, there are no transactions of the type that would be required to be disclosed by the Company under Item 404 of Regulation S-K promulgated by the SEC.

Section 4.21 Opinions of Financial Advisors. The Company has received the opinion of each of Morgan Stanley and William Blair to the effect that, as of the date of such opinion and based upon and subject to the matters set forth therein, the $87.75 per Share in cash to be received by the holders of Company Common Stock pursuant to this Agreement is fair, from a financial point of view, to the shareholders of the Company.

Section 4.22 Brokers. No broker, investment banker, financial advisor or other Person, other than Morgan Stanley and William Blair, the fees and expenses of which will be paid by the Company, is entitled to any brokers, finders, financial advisors or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of the Company.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

Except as expressly contemplated or expressly permitted under this Agreement or any agreement contemplated hereby, each of Parent and Sub, jointly and severally, hereby represents and warrants to the Company as follows:

Section 5.01 Organization. Each of Parent and Sub is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation and has the requisite corporate power and authority to carry on its business as now being conducted, except where the failure to be so organized, existing and in good standing or to have such corporate power and authority has not had and would not reasonably be expected to have a Material Adverse Effect on Parent.

Section 5.2 Authority. Each of Parent and Sub has the requisite corporate power and authority to execute and deliver this Agreement and the Support Agreements and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Support Agreements by Parent and Sub and the consummation by each of Parent and Sub of the Merger and of the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Sub. This Agreement and the Support Agreements have been duly executed and delivered by each of Parent and Sub and (assuming the valid authorization, execution and delivery of this Agreement by the Company and assuming the valid authorization, execution and delivery of the Support Agreements by the shareholders who are parties thereto) constitute the valid and binding obligation of each of Parent and Sub enforceable against each of them in accordance with their respective terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to the enforcement of creditors rights generally and (ii) is subject to general principles of equity (regardless of whether considered in a proceeding in equity or at law).

Section 5.3 Consents and Approvals; No Violations. Except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the HSR Act, the IBCA, the laws of other states in which Parent is qualified to do or is doing business, state takeover laws and foreign and supranational laws relating to antitrust and anticompetition clearances, and (b) as may be required in connection with the Taxes described in Section 7.7, neither the execution, delivery or performance of this Agreement or the Support Agreements by Parent and Sub nor the consummation by Parent and Sub of the transactions contemplated hereby or thereby will (i) result in any breach of any provision of the respective certificate or articles of incorporation or by-laws of Parent or Sub, (ii) require any filing with, or the obtaining of any permit, authorization, consent or approval of, any Governmental Entity (except where the failure to make such filings or to obtain such permits, authorizations, consents or approvals, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Merger), (iii) result in a breach of, or constitute (with or without due notice or lapse of time or both) a default (or give rise to any right of termination, amendment, cancellation or acceleration) under, any of the terms, conditions or provisions of any note, bond, mortgage, indenture, license, lease, contract, agreement or other instrument or obligation to which Parent or any of its Subsidiaries is a party or by which any of them or any of their properties or assets are bound or (iv) violate any order, writ, injunction, decree, statute, rule or regulation applicable to Parent, any of its Subsidiaries or any of their properties or assets, except, in the case of clause (iii) or (iv), for breaches, defaults, terminations, amendments, cancellations, accelerations or violations that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Merger.

Section 5.4 Information Supplied. None of the information supplied or to be supplied by Parent or Sub or any of their representatives in writing specifically for inclusion in the Proxy Statement, at the time the Proxy Statement is first mailed to the Companys shareholders or at the time of the Shareholders Meeting, will 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 made therein, in the light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by Parent or Sub in connection with any of the foregoing with respect to statements made in the Proxy Statement based on information supplied by the Company or any of its representatives specifically for inclusion therein.

Section 5.5 Litigation. As of the date of this Agreement, there is no suit, action, proceeding or investigation pending against Parent, Sub or any of their Subsidiaries that would reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Merger. None of Parent, Sub or any of their Subsidiaries is subject to any outstanding judgment, order, writ, injunction or decree that, individually or in the aggregate, would reasonably be expected to have a Material Adverse Effect on Parent or prevent or materially delay the consummation of the Merger.

Section 5.6 Capitalization and Interim Operations of Sub. The authorized capital stock of Sub consists solely of 1,000 shares of common stock, par value $.01 per share, all of which are validly issued and outstanding. All of the issued and outstanding shares of capital stock of Sub (a) are, and as of the Effective Time will be, owned by Parent or a direct or indirect wholly owned Subsidiary of Parent and (b) have been, and as of the Effective Time will be, duly authorized and validly issued and are, and as of the Effective Time will be, fully paid and nonassessable and free of preemptive or other similar rights. Sub has no outstanding option, warrant, right or other agreement pursuant to which any Person (other than Parent) may acquire any equity security of Sub. Sub has not conducted any business prior to the date hereof and has no, and prior to the Effective Time will have no, assets, liabilities or obligations of any nature other than those incident to its formation or contemplated by this Agreement.

Section 5.7 Financing Commitments. Parent has delivered to the Company true and complete copies of (a) an executed commitment letter from the MDCP Parties, J.P. Morgan Ventures Corporation and LB I Group, Inc. to provide equity financing in an aggregate amount set forth therein (the "Equity Funding Letters") and (b) an executed commitment letter (the "Commitment Letter") from Lehman Brothers Commercial Bank, Lehman Commercial Paper Inc., Lehman Brothers, Inc., Morgan Stanley Senior Funding, Inc., JPMorgan Chase Bank, N.A. and J.P. Morgan Securities Inc. to provide debt financing in an aggregate amount set forth therein (the "Debt Financing," and, together with the financing referred to in clause (a), the "Financing"). Each of the Equity Funding Letters and the Commitment Letter, in the form so delivered, is in full force and effect and is a legal, valid and binding obligation of the MDCP Parties, Parent and Sub and, to the Knowledge of Parent, the other parties thereto. Other than as permitted pursuant to Section 7.12(a), none of the Equity Funding Letters or the Commitment Letter has been materially amended or modified, no such material amendment or modification is contemplated, and the respective commitments contained in such letters have not been withdrawn, rescinded or terminated in any respect, and neither Parent nor Sub is in breach of any of the material terms or conditions set forth therein and no event has occurred which, with or without notice, lapse of time or both, could reasonably be expected to constitute a breach or failure to satisfy a material condition precedent set forth therein. Parent or Sub has fully paid any and all commitments or other fees required by the Equity Funding Letters or the Commitment Letter that are due as of the date hereof and will pay, after the date hereof, all such commitments and fees as they become due. Except for the payment of customary fees, there are no conditions precedent or other similar contractual contingencies related to the funding of the full amount of the Financing, other than as set forth in or contemplated by the Equity Funding Letters or the Commitment Letter. The aggregate proceeds contemplated by the Equity Funding Letters and the Commitment Letter will be sufficient for Sub and the Surviving Corporation to pay the Aggregate Merger Consideration as contemplated by Section 3.1, to make any payments required or contemplated by Section 7.1 or Section 7.2 and to make any other repayment or refinancing of debt contemplated in the Equity Funding Letters or the Commitment Letter and to pay all related fees and expenses. As of the date of this Agreement, Parent does not have any reason to believe that any of the conditions to the Financing will not be satisfied or that the Financing will not be available to Sub on the Closing Date. There are no side letters or other agreements or arrangements relating to the Financing to which Parent, Sub or any of their Affiliates is a party.

Section 5.8 Brokers. No broker, investment banker, financial advisor or other Person, other than Lehman Brothers and JP Morgan, the fees and expenses of which will be paid by Parent, is entitled to any brokers, finders, financial advisors or other similar fee or commission in connection with the transactions contemplated by this Agreement based upon arrangements made by or on behalf of Parent or Sub.

Section 5.9 Lack of Ownership of Company Common Stock. Neither Parent nor any of its Subsidiaries beneficially owns or, since January 1, 2004, has beneficially owned, directly or indirectly, any shares of Company Common Stock or other securities convertible into, exchangeable into or exercisable for shares of Company Common Stock. Other than the Support Agreement, as of the date hereof, there are no voting trusts or other agreements or understandings to which Parent or any of its Subsidiaries is a party with respect to the voting of the capital stock or other equity interest of the Company or any of its Subsidiaries.

Section 5.10 Guaranties. Concurrently with the execution of this Agreement, Parent has caused the Guarantors to deliver to the Company the Guaranty. The Guaranty is in full force and effect and is the valid, binding and enforceable obligation of the Guarantors and no event has occurred, which, with or without notice, lapse of time or both, would constitute a default on the part of the Guarantors under the Guaranty.

Section 5.11 Absence of Arrangements with Management. Other than this Agreement and the Support Agreement, as of the date hereof, there are no written contracts or agreements between Parent or Sub or any of their Affiliates, on the one hand, and any member of the Companys management or Company Board, on the other hand, relating to the transactions contemplated by this Agreement or the operations of the Company after the Effective Time.

ARTICLE VI

COVENANTS RELATING TO CONDUCT OF BUSINESS

Section 6.1 Conduct of Business by the Company Pending the Merger. Except as (x) required by applicable law or by a Governmental Entity of competent jurisdiction, (y) expressly contemplated by this Agreement (including as permitted or required by Section 7.10) or (z) set forth in Section 6.1 of the Company Letter, during the period from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects, carry on its business in the ordinary course as currently conducted. Without limiting the generality of the foregoing, during such period, except as (x) required by applicable law or by a Governmental Entity of competent jurisdiction, (y) expressly contemplated by this Agreement (including as permitted or required by Section 7.10) or (z) set forth in Section 6.1 of the Company Letter, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which consent, except with respect to Sections 6.1(a), 6.1(b) and 6.1(c), shall not be unreasonably withheld or delayed); provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within five Business Days from the date on which request for such consent is provided by the Company to Parent):

(a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, except for dividends by a wholly owned Subsidiary of the Company to its parent, (ii) other than in the case of any wholly owned Subsidiary of the Company, adjust, split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any shares of its capital stock or any other securities convertible into or exchangeable or exercisable for any shares of its capital stock, provided that each wholly owned Subsidiary of the Company may repurchase, redeem or otherwise acquire shares of its capital stock or securities convertible into or exchangeable or exercisable for any shares of its capital stock;

(b) issue, grant, deliver, sell, pledge or otherwise encumber or dispose of any shares of its capital stock or other equity interests, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, equity interests, voting securities or convertible securities, other than (i) the issuance of shares of Company Common Stock pursuant to Company Awards outstanding as of the date of this Agreement, (ii) the issuance by any direct or indirect wholly owned Subsidiary of the Company of its capital stock or equity interests to the Company or another wholly owned Subsidiary of the Company and (iii) the issuance of shares of Company Common Stock pursuant to the Company Stock Purchase Plan in accordance with Section 7.2(d);

(c) amend its certificate or articles of incorporation or by-laws or other organizational documents;

(d) other than capital expenditures permitted by Section 6.1(e) and purchases of inventory, raw materials and supplies in the ordinary course of business, acquire (by merger, consolidation, purchase of stock or otherwise), or agree to so acquire, any entity, business or assets having a purchase price in excess of $1.0 million individually or $5.0 million in the aggregate;

(e) make or agree to make any new capital expenditure, other than capital expenditures (i) approved by the Company Board prior to the date hereof as previously disclosed to Parent or within the Companys capital budget for fiscal 2007 and previously made available to Parent or (ii) to the extent not covered in clause (i), in an aggregate amount not to exceed $5.0 million;

(f) other than transactions that are in the ordinary course of business, sell, lease (as landlord), license (as licensor), encumber by Lien or otherwise, or otherwise dispose of (by merger, consolidation, sale of stock or assets or otherwise), or agree to sell, lease (as landlord), license (as licensor), encumber or otherwise dispose of, assets having a current value in excess of $5.0 million in the aggregate;

(g) incur or modify any indebtedness, other than indebtedness (i) existing solely between the Company and its wholly owned Subsidiaries or between such wholly owned Subsidiaries, (ii) available under the Company Financing Agreements, or (iii) in connection with transactions described in Section 6.1(d);

(h) except in the ordinary course of business and upon terms not materially adverse to the Company and its Subsidiaries with respect to such Company Material Contract, or as required under the terms of a Company Material Contract, enter into, amend or otherwise modify in any material respect any Company Material Contract;

(i) enter into any contract, agreement or arrangement that prohibits the incurrence of indebtedness by the Company or any Subsidiary or prohibits the Company or any Subsidiary from subjecting to a Lien any material asset or property of the Company;

(j) pledge, encumber or otherwise subject to a Lien (other than a Permitted Lien and any purchase money security interest arising in connection with the purchase of inventory) any material asset or property of the Company or any material portion of the Companys assets or properties

(k) settle or compromise any pending or threatened suit, action or claim, other than settlements or compromises requiring payments by the Company or any of its Subsidiaries of no more than $1.0 million individually and $5.0 million in the aggregate;

(l) (i) increase the salary or wages payable or to become payable to its directors, executive officers or coworkers, except for increases for executive officers and coworkers in the ordinary course of business consistent with past practice; or (ii) enter into any employment or severance agreement with, or establish, adopt, enter into or amend in any material respect, or make any new grants or awards of stock-based compensation or other benefits under, any Benefit Plan, any bonus, profit sharing, thrift, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination or severance plan, agreement, policy or arrangement for the benefit of, any director, executive officer or coworker, except, in each case (other than with respect to any grant or award of stock-based compensation, which may not be made under any circumstance), in the ordinary course of business, or as may be required by the terms of any such plan, agreement, policy or arrangement or to comply with applicable law;

(m) except as may be required by GAAP or as a result of a change in law, make any material change in its method of accounting; or

(n) enter into any contract or agreement to do any of the foregoing.

Section 6.2 No Solicitation.

(a) During the period beginning on the date of this Agreement and continuing until 12:01 a.m. (Eastern Time) on the 31^st day following the date of this Agreement (the "No-Shop Period Start Date"), the Company and its Subsidiaries and their respective officers, directors, coworkers, agents, advisors and other representatives (such Persons, together with the Subsidiaries of the Company, collectively, the "Company Representatives") shall have the right to:

(i) initiate, solicit, facilitate and encourage Takeover Proposals, including by way of providing access to non-public information to any other Person or group of Persons pursuant to a Qualifying Confidentiality Agreement; provided that the Company shall promptly make available to Parent and Sub any material non-public information concerning the Company or its Subsidiaries that is made available to any Person given such access which was not previously made available to Parent and Sub; and

(ii) enter into and maintain or continue discussions or negotiations with respect to Takeover Proposals or otherwise cooperate with or assist or participate in, or facilitate any inquiries, proposals, discussions or negotiations regarding a Takeover Proposal.

(b) Except as permitted by this Section 6.2 and except as may relate to any Excluded Party, from and after the No-Shop Period Start Date, the Company shall not, the Company shall not give permission to or authorize any Company Representative to, and the Company shall use its reasonable best efforts to cause the Company Representatives not to, (i) solicit, initiate, knowingly facilitate or knowingly encourage (including by way of furnishing non-public information; provided that the provision of non-public information to a vendor in the ordinary course of business and unrelated to a possible Takeover Proposal shall not, in and of itself, be deemed a violation of this Section 6.2(b)) any inquiries regarding, or the making of any proposal or offer that constitutes, or could reasonably be expected to result in, a Takeover Proposal, (ii) enter into, participate in, continue or otherwise engage in any discussions or negotiations with respect to any inquiries regarding, or the making of, a Takeover Proposal, or (iii) approve any Acquisition Agreement relating to a Takeover Proposal. No later than two Business Days after the No-Shop Period Start Date, the Company shall notify Parent in writing of the number of Excluded Parties and shall provide to Parent, at the Companys option, either (1) a copy of any Takeover Proposal from an Excluded Party (which, at the option of the Company, may be redacted to remove the identity of the Excluded Party) or (2) a written summary of the material terms of any Takeover Proposal from an Excluded Party (it being understood that such material terms do not have to include the identity of the Excluded Party). If the Company obtains Knowledge of a material violation of any standstill or confidentiality agreement that the Company has entered into since January 1, 2007 in connection with such Persons (other than Parent and Sub) consideration of a possible acquisition of the Company, the Company agrees to use its reasonable best efforts to enforce the terms of such standstill or confidentiality agreement.

(c) Notwithstanding anything to the contrary contained in Section 6.2(b) but subject to the last sentence of this Section 6.2(c), if, at any time on or after the No-Shop Period Start Date and prior to obtaining the Company Shareholder Approval, the Company or any of the Company Representatives receives a written Takeover Proposal by any Person or group of Persons that was not initiated or solicited in violation of Section 6.2(b), which Takeover Proposal was made on or after the No-Shop Period Start Date, (A) the Company and Company Representatives may contact such Person or group of Persons to clarify the terms and conditions thereof and (B) if the Company Board (or any committee thereof) determines in good faith, after consultation with a financial advisor of nationally recognized reputation, such as Morgan Stanley, and with outside counsel, that such Takeover Proposal constitutes or could reasonably be expected to lead to a Superior Proposal, the Company and Company Representatives may (x) furnish, pursuant to a Qualifying Confidentiality Agreement, information (including non-public information) with respect to the Company and its Subsidiaries to the Person or group of Persons who has made such Takeover Proposal and (y) participate in discussions and negotiations regarding such Takeover Proposal. Following the No-Shop Period Start Date, the Company shall promptly advise Parent orally and in writing of the receipt by the Company of any Takeover Proposal made on or after the No-Shop Period Start Date with respect to, or of any request made to the Company for information or inquiry that could reasonably be expected to result in, any Takeover Proposal (in each case within 48 hours of receipt thereof), and the Company shall provide to Parent (within such 48 hour time frame), at