{"id":41179,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/note-purchase-agreement-cidco-inc-id-holding-partnership.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"note-purchase-agreement-cidco-inc-id-holding-partnership","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/note-purchase-agreement-cidco-inc-id-holding-partnership.html","title":{"rendered":"Note Purchase Agreement &#8211; Cidco Inc., ID Holding Partnership L.P., and ID Partnership, L.P."},"content":{"rendered":"<pre>\n                     NOTE PURCHASE AGREEMENT\n\n                              AMONG\n\n                       CIDCO INCORPORATED\n\n                               AND\n\n                  ID HOLDING PARTNERSHIP, L.P.\n\n                               AND\n\n                      ID PARTNERSHIP, L.P.\n\n\n\n\n\n                    Dated as of June 7, 1996\n\n\n                        TABLE OF CONTENTS\n\n                                                                  Page\n\n1.    Issuance and Sale of Notes...................................  1\n       1.1.   Issuance, Purchase and Sale of Notes.................  1\n       1.2.   Closing..............................................  1\n       1.3.   Conditions to Closing................................  1\n       1.4.   Deliveries at Closing................................  4\n       1.5.   Definitions..........................................  4\n2.    Representations and Warranties of the Company................  4\n       2.1.   Organization and Qualification.......................  4\n       2.2.   Due Authorization....................................  5\n       2.3.   Subsidiaries.........................................  5\n       2.4.   SEC Reports..........................................  5\n       2.5.   Financial Statements.................................  6\n       2.6.   Litigation...........................................  6\n       2.7.   Title to Properties; Insurance.......................  6\n       2.8.   Governmental Consents, etc...........................  7\n       2.9.   Holding Company Act and Investment Company Act.......  7\n       2.10.  Taxes................................................  7\n       2.11.  ERISA................................................  7\n       2.12.  Intellectual Property Rights.........................  8\n       2.13.  Possession of Franchises, Licenses, Etc..............  9\n       2.14.  Compliance with Laws.................................  9\n       2.15.  Conflicting Agreements and Charter Provisions........  9\n       2.16.  Capitalization....................................... 10\n       2.17.  Disclosure........................................... 10\n       2.18.  Offering of Securities............................... 10\n       2.19.  Use of Proceeds...................................... 11\n       2.20.  Election of Director................................. 11\n       2.21.  Brokers or Finders................................... 11\n3.    Representations and Warranties of the Purchaser.............. 11\n       3.1.   Organization and Qualification....................... 12\n       3.2.   Due Authorization.................................... 12\n       3.3.   Governmental Consents................................ 12\n       3.4.   Conflicting Agreements............................... 12\n       3.5.   Acquisition for Investment........................... 13\n       3.6.   Brokers or Finders................................... 13\n       3.7.   Accredited Investor.................................. 13\n4.    Registration, Exchange and Transfer of Notes................. 13\n       4.1.   The Note Register; Persons Deemed Owners............. 13\n       4.2.   Issuance of New Notes Upon Exchange or Transfer...... 13\n5.    Payment of Notes............................................. 14\n       5.1.   Home Office Payment.................................. 14\n       5.2.   Limitation on Interest............................... 14\n       5.3.   Interest............................................. 14\n       5.4.   Supplemental Interest................................ 14\n6.    Covenants of the Company..................................... 15\n       6.1.   Limitation on Indebtedness........................... 15\n       6.2.   Dividends and Distributions.......................... 15\n       6.3.   Compliance with Laws................................. 16\n       6.4.   Limitation of Agreements............................. 16\n       6.5.   Preservation of Franchises and Existence............. 16\n       6.6.   Insurance............................................ 16\n       6.7.   Payment of Taxes and Other Charges................... 16\n       6.8.   Financial Statements and Other Reports............... 17\n       6.9.   Lost, Stolen, Damaged and Destroyed Securities....... 17\n       6.10.  Financial Statements and Other Reports; Access....... 17\n       6.11.  Information; Access.................................. 18\n       6.12.  Merger, etc.......................................... 18\n       6.13.  Transactions with Affiliates......................... 18\n       6.14.  Notice of Breach..................................... 18\n       6.15.  Right of the Purchaser to Designate Directors........ 19\n       6.16.  Board and Committee Notice Requirement............... 19\n       6.17.  Action by the Board of Directors..................... 20\n       6.18.  Reimbursement of Certain Expenses.................... 20\n       6.19.  Insurance............................................ 20\n       6.20.  Rights of First Offer................................ 20\n7.    Covenants of the Purchaser................................... 21\n       7.1.   Standstill Provisions................................ 21\n       7.2.   Voting Restrictions.................................. 22\n       7.3.   Restrictions on Transfer............................. 23\n       7.4.   Nondisclosure of Confidential Information............ 23\n8.    Events of Default and Remedies............................... 24\n       8.1.   Events of Default.................................... 24\n       8.2.   Acceleration of Maturity............................. 26\n       8.3.   Other Remedies....................................... 27\n       8.4.   Conduct no Waiver; Collection Expenses............... 27\n       8.5.   Annulment of Acceleration............................ 27\n       8.6.   Remedies Cumulative.................................. 28\n9.    Redemption................................................... 28\n       9.1.   Optional Redemption.................................. 28\n       9.2.   Procedures for Partial Redemption.................... 29\n       9.3.   Change in Control.................................... 29\n       9.4.   Redemption Procedures................................ 29\n10.   Conversion................................................... 30\n       10.1.  Holder's Option to Convert into Common Stock......... 30\n       10.2.  Exercise of Conversion Privilege..................... 30\n       10.3.  Fractions of Shares; Interest........................ 31\n       10.4.  Reservation of Stock; Listing........................ 32\n       10.5.  Rights............................................... 32\n       10.6.  Adjustment of Conversion Price....................... 32\n       10.7.  Merger or Consolidation.............................. 35\n       10.8.  Notice of Certain Corporate Actions.................. 35\n       10.9.  Reports as to Adjustments............................ 36\n11.   Subordination of Notes....................................... 36\n       11.1.  Subordination of Notes to Senior Indebtedness........ 36\n       11.2.  Proofs of Claim of Holders of Senior Indebtedness;\n               Voting.............................................. 40\n       11.3.  Rights of Holders of Senior Indebtedness Unimpaired.. 41\n       11.4.  Effects of Event of Default.......................... 41\n       11.5.  Company's Obligations Unimpaired..................... 41\n       11.6.  Subrogation.......................................... 41\n12.   Interpretation............................................... 42\n       12.1   Definitions.......................................... 42\n       12.2.  Accounting Principles................................ 51\n13.   Miscellaneous................................................ 51\n       13.1.  Payments............................................. 51\n       13.2.  Severability......................................... 51\n       13.3.  Specific Enforcement................................. 52\n       13.4.  Entire Agreement..................................... 52\n       13.5.  Counterparts......................................... 52\n       13.6.  Notices and other Communications..................... 52\n       13.7.  Amendments........................................... 53\n       13.8.  Cooperation; Further Assurances...................... 53\n       13.9.  Successors and Assigns............................... 54\n       13.10. Expenses............................................. 54\n       13.11. Adjustments.......................................... 54\n       13.12. Indemnification...................................... 54\n       13.13. Survival............................................. 55\n       13.14. Transfer of Securities............................... 55\n       13.15. Governing Law........................................ 55\n       13.16. Submission to Jurisdiction........................... 56\n       13.17. Service of Process................................... 56\n       13.18. Waiver of Jury Trial................................. 56\n       13.19. Public Announcements................................. 56\n       13.20. Signatures........................................... 56\n\nExhibit A -    Form of Note\nExhibit B -    Form of legal opinion of Carter, Ledyard &amp; Milburn\nExhibit C -    Form of Registration Rights Agreement\n\n\n          THIS NOTE PURCHASE AGREEMENT, dated as of June 7, 1996\n(this \"Agreement\"), between CIDCO INCORPORATED, a Delaware\ncorporation (the \"Company\"), ID HOLDING PARTNERSHIP, L.P., a\nDelaware limited partnership (the \"Purchaser\"), and ID\nPARTNERSHIP, L.P., a Delaware limited partnership and the parent\nof Purchaser (\"ID Partners\").\n\n          WHEREAS, the Purchaser wishes to purchase from the\nCompany, and the Company wishes to sell to the Purchaser, 3.75%\nSubordinated Convertible Notes due June 30, 2003 (the \"Notes\")\nissued by the Company in the aggregate principal amount set forth\nherein;\n\n          WHEREAS, the Notes shall be convertible (under the\ncircumstances described herein) into shares (the \"Shares\"; and\ntogether with the Notes, the \"Securities\") of Common Stock, par\nvalue $.01 per share of the Company (the \"Common Stock\"); and\n\n          WHEREAS, the Purchaser and the Company desire to\nprovide for such purchase and sale and to establish various\nrights and obligations in connection therewith.\n\n          NOW, THEREFORE, in consideration of the premises and\nthe mutual representations, warranties and agreements herein set\nforth, the parties hereto agree as follows:\n\n     1.   ISSUANCE AND SALE OF NOTES\n\n          1.1.  Issuance, Purchase and Sale of Notes.  Upon the\nterms and subject to the conditions set forth herein, the Company\nwill sell to the Purchaser, and the Purchaser will purchase from\nthe Company, Notes in the aggregate principal amount of One\nHundred Fifty Million Dollars ($150,000,000) (the aggregate of\nsuch Notes, the \"Initial Principal Balance\"), at a price equal to\n100% of the Initial Principal Balance (the \"Purchase Price\").\nEach Note shall be in the form of Exhibit A hereto.\n\n          1.2.  Closing.  The closing of the transactions\ncontemplated hereby (the \"Closing\") will take place at the\noffices of Fried, Frank, Harris, Shriver &amp; Jacobson, New York,\nNew York, at 9:00 a.m. on June 28, 1996 or on such other date as\nshall be mutually agreed by the Company and the Purchaser (the\n\"Issue Date\").\n\n          1.3.  Conditions to Closing.  (a)  The obligations of\nthe Company to consummate the transactions contemplated hereby at\nthe Closing are subject to the satisfaction (or waiver by the\nCompany) of the following conditions:\n\n                     (i)   the representations and warranties of\n            the Purchaser contained in this Agreement shall be\n            true and correct in all material respects as of the\n            date hereof and shall continue to be true and\n            correct in all material respects at and as of the\n            Issue Date as though made on and as of such date;\n            the Purchaser shall have performed, satisfied and\n            complied with all covenants, agreements, and\n            conditions required by this Agreement to be\n            performed, satisfied or complied with by it at or\n            before the Closing; and the Company shall have\n            received a certificate of the general partner of the\n            Purchaser dated the Closing Date to such effect;\n\n                     (ii)  all consents, approvals,\n            authorizations, exemptions and waivers from\n            Governmental Entities that shall be required in\n            order to enable the Company to consummate the\n            transactions contemplated hereby shall have been\n            obtained (except for such consents, approvals,\n            authorizations, exemptions and waivers, the absence\n            of which would not prohibit consummation of such\n            transactions or render such consummation illegal);\n            and\n\n                     (iii) there shall not have been issued\n            any injunction, order or other decree or enacted\n            any Law which prevents the consummation of the\n            transactions contemplated by any of the\n            Transaction Documents.\n\n                (b) The obligation of the Purchaser to\nconsummate the transactions contemplated hereby at the Closing is\nsubject to the satisfaction (or waiver by the Purchaser) of the\nfollowing conditions:\n\n                     (i)    the representations and warranties of\n            the Company contained in this Agreement shall be\n            true and correct in all material respects as of\n            the date hereof and shall continue to be true and\n            correct in all material respects at and as of the\n            Issue Date as though made on and as of such date;\n            the Company shall have performed, satisfied and\n            complied with all covenants, agreements, and\n            conditions required by this Agreement to be\n            performed, satisfied or complied with by it at or\n            before the Closing, no Event of Default shall have\n            occurred and be continuing on the Issue Date, nor\n            shall an Event of Default result from or exist\n            after giving effect to the purchase and sale of\n            the Notes and the consummation of the transactions\n            contemplated hereby; and the Purchaser shall have\n            received a certificate of an executive officer of\n            the Company dated the Closing Date to such effect;\n\n                     (ii)   all consents, approvals,\n            authorizations, exemptions and waivers from\n            Governmental Entities that shall be required in\n            order to enable the Purchaser to consummate the\n            transactions contemplated hereby shall have been\n            obtained (except for such consents, approvals,\n            authorizations, exemptions and waivers, the\n            absence of which would not prohibit consummation\n            of such transactions or render such consummation\n            illegal);\n\n                     (iii)  there shall not have been issued\n            any injunction, order or other decree or enacted\n            any Law which prevents the consummation of the\n            transactions contemplated by any of the\n            Transaction Documents;\n\n                     (iv)   there shall not have been\n            instituted, pending or threatened any action, suit\n            or proceeding by or before any court or\n            Governmental Entity (A) which may be reasonably\n            expected to enjoin consummation of the\n            transactions contemplated by any of the\n            Transaction Documents or (B) otherwise affecting\n            the Purchaser, the Company or any of their\n            respective subsidiaries or affiliates which may\n            reasonably be expected to have a material adverse\n            effect on the Purchaser or a Material Adverse\n            Effect;\n\n                     (v)    there shall not have occurred after\n            December 31, 1995 any material adverse change or\n            any development involving a prospective material\n            adverse change (including as a result of any\n            change in the Law which has caused or is\n            reasonably likely to cause a Material Adverse\n            Effect except for those disclosed in Schedule 2.5;\n\n                     (vi)   Carter, Ledyard &amp; Milburn, counsel\n            to the Company, shall have delivered to the\n            Purchaser opinions dated the Issue Date, in form\n            reasonably satisfactory to the Purchaser, with\n            respect to the matters set forth in Exhibit B\n            hereto;\n\n                     (vii)  at the Closing, the Company shall\n            have executed and delivered the registration\n            rights agreement in the form of Exhibit C hereto\n            (the \"Registration Rights Agreement\");\n\n                     (viii) the Original Purchaser Designee\n            shall have been elected to the Board of Directors\n            of the Company effective, without any further\n            action, immediately upon the Closing; and\n\n                     (ix)   all corporate proceedings taken in\n            connection with the transactions contemplated\n            hereby, and all documents necessary to the\n            consummation thereof, shall be reasonably\n            satisfactory in form and substance to the\n            Purchaser and counsel to the Purchaser, and the\n            Purchaser shall have received a copy (executed or\n            certified as may be appropriate) of all documents\n            or corporate proceedings taken in connection with\n            the consummation of said transactions, including\n            the following:\n\n                  a.  Certified copies of the Certificate of\n               Incorporation and By-Laws of the Company;\n\n                  b.  Certified copies of resolutions of the Board\n               of Directors of the Company authorizing the\n               execution, delivery, and performance of the\n               Transaction Documents, and any other documents\n               provided for in this Agreement; and\n\n                  c.  A certificate of the Secretary of the\n               Company certifying the names of the officer or\n               officers of the Company authorized to sign the\n               Transaction Documents and any other documents\n               provided for in this Agreement, together with a\n               sample of the true signature of each such officer.\n\n          1.4.  Deliveries at Closing.  At the Closing, the\nCompany shall deliver to the Purchaser, against payment in full\nof the Purchase Price in immediately available funds by wire\ntransfer to such bank or brokerage account as the Company shall\ndesignate, Notes in such denominations as the Purchaser has\nrequested, dated the Issue Date and registered in the name of the\nPurchaser, in an aggregate principal amount of the Initial\nPrincipal Balance.\n\n          The Closing of the purchase and sale of the Notes shall\nbe deemed to have taken place in the State of New York.\n\n          1.5.  Definitions.  Certain capitalized terms used in\nthis Agreement are defined in Section 12 hereof.\n\n     2.   REPRESENTATIONS AND WARRANTIES OF THE COMPANY\n\n          The Company represents and warrants as of the date\nhereof, and as of the Issue Date, as follows:\n\n          2.1.  Organization and Qualification.  Each of the\nCompany and its Subsidiary is a corporation duly organized and\nexisting in good standing under the laws of the jurisdiction in\nwhich it is incorporated and has the power to own its respective\nproperty and to carry on its respective business as now being\nconducted.  Each of the Company and its Subsidiary is duly\nqualified as a foreign corporation to do business and is in good\nstanding in every jurisdiction in which the nature of the\nrespective business conducted or property owned by it makes such\nqualification necessary and where the failure to so qualify would\nindividually or in the aggregate have a Material Adverse Effect.\n\n          2.2.  Due Authorization.  The Company has all right,\npower and authority to enter into the Transaction Documents and\nto consummate the transactions contemplated thereby.  The\nexecution and delivery of each of the Transaction Documents and\nthe issuance and sale of the Notes by the Company and compliance\nby the Company with all the provisions of each of the Transaction\nDocuments (including the issuance of Shares upon conversion of\nthe Notes) and consummation by the Company of the transactions\ncontemplated hereby (i) are within the corporate power and\nauthority of the Company; (ii) do not or will not require (if\napproval is received from NASD that its rules do not require such\nstockholder approval) the approval or consent of the stockholders\nof the Company; and (iii) have been authorized by all requisite\ncorporate proceedings on the part of the Company.  This Agreement\nand the Registration Rights Agreement have been, and the Notes\nwhen delivered by the Company will have been, duly executed and\ndelivered by the Company and constitute, or, in the case of the\nNotes, will constitute, valid and binding agreements of the\nCompany, enforceable in accordance with their respective terms,\nexcept that (i) such enforcement may be subject to bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws now\nor hereafter in effect relating to creditors' rights, and (ii)\nthe remedy of specific performance and injunctive and other forms\nof equitable relief may be subject to equitable defenses and to\nthe discretion of the court before which any proceeding therefor\nmay be brought.  The Shares of Common Stock issuable upon\nconversion of the Notes have been validly reserved for issuance,\nand upon issuance, will be validly issued and outstanding, fully\npaid, and nonassessable.  The Board of Directors of the Company\nhas unanimously approved the transactions contemplated hereby for\nthe purposes of Section 203 of General Corporation Law of the\nState of Delaware (the \"GCL\"), pursuant to Section 203(a)(1)\nthereof.  The Company has furnished to the Purchasers true and\ncorrect copies of the Company's Certificate of Incorporation and\nBy-Laws as in effect on the date of this Agreement.\n\n          2.3.  Subsidiaries.  The Company has only one\nSubsidiary, CIDCO Worldwide Incorporated, a Delaware corporation.\nAll of the outstanding shares of capital stock of the Subsidiary\nare owned by the Company.\n\n          2.4.  SEC Reports.  The Company has filed all proxy\nstatements, reports and other documents required to be filed by\nit under the Exchange Act from and after March 3, 1994; and the\nCompany has furnished the Purchaser true and complete copies of\nall annual reports, quarterly reports, proxy statements and other\nreports under the Exchange Act filed by the Company from and\nafter such date, each as filed with the Commission (collectively,\nthe \"SEC Reports\").  Each SEC Report was in compliance in all\nmaterial respects with the requirements of its respective report\nform and did not on the date of filing contain any untrue\nstatement of a material fact or omit to state a material fact\nrequired to be stated therein or necessary to make the statements\ntherein, in the light of the circumstances under which they were\nmade, not misleading, and as of the date hereof there is no fact\nor facts not disclosed in the SEC Reports which relate\nspecifically to the Company and which individually or in the\naggregate may have a Material Adverse Effect.\n\n          2.5.  Financial Statements.  The financial statements\n(including any related schedules and\/or notes) included in the\nSEC Reports have been prepared in accordance with generally\naccepted accounting principles consistently followed (except as\nindicated in the notes thereto) throughout the periods involved\nand fairly present in all material respects the consolidated\nfinancial condition, results of operations and changes in\nstockholders' equity of the Company and its Subsidiary as of the\nrespective dates thereof and for the respective periods then\nended (in each case subject, as to interim statements, to changes\nresulting from year-end adjustments, none of which were material\nin amount or effect).  Except as set forth in Schedule 2.5, the\nCompany has no Material liabilities or obligations, contingent or\notherwise, except (i) liabilities and obligations in the\nrespective amounts reflected or reserved against in the Company's\nbalance sheet as of December 31, 1995 included in the SEC Reports\nor (ii) liabilities and obligations incurred in the ordinary\ncourse of business since December 31, 1995 which individually or\nin the aggregate do not have a Material Adverse Effect.  Since\nDecember 31, 1995, the Company and its Subsidiary have operated\ntheir respective businesses only in the ordinary course and there\nhas not been individually or in the aggregate any Material\nAdverse Change, other than changes disclosed in the SEC Reports\nor otherwise set forth in Schedule 2.5 hereto.\n\n          2.6.  Litigation.  Except as set forth in Schedule 2.6\nhereto, there is no action, suit, investigation or proceeding\npending or, to the knowledge of the Company, threatened against\nthe Company or its Subsidiary or any of their respective\nproperties or assets by or before any court, arbitrator or other\nGovernmental Entity, which questions the validity or\nenforceability of, or seeks to enjoin or invalidate any of the\nTransaction Documents or any action taken or to be taken pursuant\nto any thereof, or, which if determined adversely would\nindividually or in the aggregate have a Material Adverse Effect.\n\n          2.7.  Title to Properties; Insurance.  The Company and\nits Subsidiary have good and valid title to, or, in the case of\nproperty leased by either of them as lessee, a valid and\nsubsisting leasehold interest in, their respective properties and\nassets, free of all liens and encumbrances other than the\nsecurity interests of the Company's bank lender, Comerica Bank -\nCalifornia, and those referred to in the financial statements of\nthe Company (or the notes thereto) for the year ended December\n31, 1995 included in the SEC Reports, except in each case for\nsuch defects in title and such other liens and encumbrances which\ndo not individually or in the aggregate materially detract from\nthe value to the Company of the properties and assets of the\nCompany and its Subsidiary taken as a whole.  The Company and its\nSubsidiary maintain insurance in such amounts (to the extent\navailable in the public market), including self-insurance,\nretainage and deductible arrangements, and of such a character as\nis reasonable for companies engaged in the same or similar\nbusiness.\n\n          2.8.  Governmental Consents, etc.  The Company is not\nrequired to obtain any consent, approval or authorization of, or\nto make any declaration or filing with, any Governmental Entity\nas a condition to or in connection with the valid execution and\ndelivery of any of the Transaction Documents or the valid offer,\nissue, sale or delivery of the Securities, or the performance by\nthe Company of its obligations in respect of any thereof, except\nfor filings required pursuant to state and federal securities\nlaws to effect any registration of any of the Securities pursuant\nto the Registration Rights Agreement and except for the filing on\nForm 8K under the Exchange Act to report the consummation of the\ntransaction contemplated hereby.\n\n          2.9.  Holding Company Act and Investment Company Act.\nNeither the Company nor its Subsidiary is:  (i) a \"public utility\ncompany\" or a \"holding company,\" or an \"affiliate\" or a\n\"subsidiary company\" of a \"holding company,\" or an \"affiliate\" of\nsuch a \"subsidiary company,\" as such terms are defined in the\nPublic Utility Holding Company Act of 1935, as amended, or (ii) a\n\"public utility,\" as defined in the Federal Power Act, as\namended, or (iii) an \"investment company\" or an \"affiliated\nperson\" thereof or an \"affiliated person\" of any such \"affiliated\nperson,\" as such terms are defined in the Investment Company Act\nof 1940, as amended.\n\n          2.10. Taxes.  The Company and its Subsidiary have filed\nor caused to be filed all income tax returns which are required\nto be filed and have paid or caused to be paid all Taxes that\nhave become due, except Taxes the validity or amount of which is\nbeing contested in good faith by appropriate proceedings and with\nrespect to which adequate reserves have been set aside, and\nexcept for such returns for which the failure to file would not\nindividually or in the aggregate have a Material Adverse Effect.\n\n          2.11. ERISA.  No accumulated funding deficiency (as\ndefined in Section 302 of ERISA and Section 412 of the Code),\nwhether or not waived, exists with respect to any Pension Plan\n(other than a Multiemployer Plan (as defined below)).  No\nliability to the PBGC has been, or is reasonably likely to be,\nincurred with respect to any Pension Plan (other than a\nMultiemployer Plan) by the Company, its Subsidiary or any ERISA\nAffiliate (as defined below) which is or would be materially\nadverse to the Company, its Subsidiary and any ERISA Affiliate.\nNeither the Company nor its Subsidiary nor any ERISA Affiliate\nhas incurred, or is reasonably likely to incur, any withdrawal\nliability under Title IV of ERISA with respect to any\nMultiemployer Plan which would have a Material Adverse Effect on\nthe Company, its Subsidiary and its ERISA Affiliates, and if the\nCompany, its Subsidiary and ERISA Affiliates were to completely\nwithdraw as of the date hereof from each Multiemployer Plan in\nwhich they participate, the Company, its Subsidiary and its ERISA\nAffiliates would not incur any withdrawal liability under Title\nIV of ERISA which would have a Material Adverse Effect on the\nCompany, its Subsidiary and its ERISA Affiliates.  To the best\nknowledge of the Company, no fiduciary of any employee benefit\nplan (as defined in Section 3(s) of ERISA) maintained or\ncontributed to by the Company or its Subsidiary for the benefit\nof their respective employees (each an \"Employee Plan\") has\nengaged or caused any Employee Plan to engage in any prohibited\ntransaction that has resulted in the imposition of any tax or\npenalty imposed under Section 4975 of the Code or Section 502 of\nERISA that has not been satisfied or that is reasonably likely to\nresult in the imposition of such a tax or penalty that would be\nmaterially adverse to the Company and its Subsidiary.  Each\nEmployee Plan has been maintained and administered in compliance\nwith all applicable law including ERISA and the Code in all\nmaterial respects.  An \"ERISA Affiliate\" for purposes of this\nSection is any trade or business, whether or not incorporated,\nwhich, together with the Company, is under common control, as\ndescribed in Section 414(b), (c), (m) or (o) of the Code, and the\nterm \"Multiemployer Plan\" shall mean any Pension Plan which is a\n\"multiemployer plan\" (as such term is defined in Section\n4001(a)(3) of ERISA).\n\n          2.12. Intellectual Property Rights.\n\n                (a) Except as disclosed on Schedule 2.12 hereto,\n(i) the Company owns or has the right to use pursuant to license,\nsub-license, agreement or permission all of its Intellectual\nProperty (as defined below), except where the absence of any\nthereof would not individually or in the aggregate have a\nMaterial Adverse Effect; (ii) the Company has not interfered\nwith, infringed upon or misappropriated any Intellectual Property\nrights of third parties, except for interferences, infringements\nand misappropriations which would not individually or in the\naggregate have a Material Adverse Effect, and the Company has not\nreceived any claim, demand or notice alleging any such\ninterference, infringement or misappropriation (including any\nclaim that it must license or refrain from using any Intellectual\nProperty rights of any third party).  To the Company's knowledge\nno third party has interfered with, infringed upon or\nmisappropriated any Intellectual Property rights of the Company,\nexcept for interferences, infringements and misappropriations\nwhich would not individually or in the aggregate have a Material\nAdverse Effect.\n\n                (b) \"Intellectual Property\" means (a) all world-\nwide inventions and discoveries (whether patentable or\nunpatentable and whether or not reduced to practice), all\nimprovements thereto, and all patents, patent applications and\npatent disclosures, together with all reissuances, continuations,\ncontinuations-in-part, revisions, extensions and reexaminations\nthereof, (b) all trademarks, service marks, trade dress, logos,\ntrade names and corporate names, together with all translations,\nadaptations, derivations and combinations thereof and including\nall goodwill associated therewith, and all applications,\nregistrations and renewals in connection therewith, (c) all\ncopyrightable works, all copyrights and all applications,\nregistrations and renewals in connection therewith, (d) all mask\nworks and all applications, registrations and renewals in\nconnection therewith, (e) all know-how, trade secrets and\nconfidential business information, whether patentable or\nunpatentable and whether or not reduced to practice (including\nideas, research and development, formulas, compositions,\nmanufacturing and production process and techniques, technical\ndata, designs, drawings, specifications, customer and supplier\nlists, pricing and cost information and business and marketing\nplans and proposals), (f) all computer software (including data\nand related documentation), (g) all management information\nsystems, (h) all other proprietary rights, (i) all copies and\ntangible embodiments thereof (in whatever form or medium) and (j)\nall licenses and agreements in connection therewith.\n\n          2.13. Possession of Franchises, Licenses, Etc.  The\nCompany and its Subsidiary possess all franchises, certificates,\nlicenses, permits and other authorizations from Governmental\nEntities and other rights, free from burdensome restrictions,\nthat are necessary for the ownership, maintenance and operation\nof their respective properties and assets, except for those the\nabsence of which would not individually or in the aggregate have\na Material Adverse Effect, and neither the Company nor its\nSubsidiary is in violation of any thereof, except for violations\nwhich individually or in the aggregate would not have a Material\nAdverse Effect.\n\n          2.14. Compliance with Laws.  The Company and its\nSubsidiary are in compliance with all applicable Laws including,\nwithout limitation, those relating to protection of the\nenvironment, employment opportunity and employee safety, except\nwhere the failure to comply would not individually or in the\naggregate have a Material Adverse Effect.\n\n          2.15. Conflicting Agreements and Charter Provisions.\nNeither the Company nor its Subsidiary is a party to any Contract\nor is subject to any charter or By-Law provision or any judgment\nor decree which individually or in the aggregate has or is\nreasonably likely to have a Material Adverse Effect.  Neither the\nexecution and delivery of any of the Transaction Documents, nor\nthe issuance of any of the Securities, nor the fulfillment of or\ncompliance with the terms and provisions hereof or thereof, nor\nthe prepayment of the Notes as contemplated hereby or by the\nNotes, nor the conversion of the Notes into Shares as\ncontemplated hereby or by the Notes, will conflict with or result\nin a breach of the terms, conditions, or provisions of, or give\nrise to a right of termination under, or constitute a default\nunder, or result in any violation of, the Certificate of\nIncorporation or By-Laws of the Company or any Contract of the\nCompany or its Subsidiary.  Neither the Company nor its\nSubsidiary is in default under any outstanding indenture or other\ndebt instrument or with respect to the payment of the principal\nof or interest on any outstanding obligations for borrowed money,\nor is in default under any of their respective Contracts, except\nfor defaults which would not individually or in the aggregate\nhave a Material Adverse Effect.\n\n          2.16. Capitalization.  The authorized capital stock of\nthe Company consists of (i) 35,000,000 shares of Common Stock, of\nwhich, as of the date hereof, 14,289,487 shares were outstanding;\nand (ii) 1,000,000 shares of Preferred Stock, of which, as of the\ndate hereof, no shares are outstanding.  All of the outstanding\nshares of Common Stock have been validly issued and are fully\npaid and nonassessable.  No class of Capital Stock of the Company\nis entitled to preemptive rights.  Except for the options listed\non Schedule 2.16 hereto, there are no outstanding options,\nwarrants, subscription rights, calls or commitments of any\ncharacter whatsoever relating to, or securities or rights\nconvertible into, shares of any class of Capital Stock of the\nCompany, or Contracts, by which the Company or its Subsidiary is\nor may become bound to issue additional shares of its Capital\nStock or options, warrants or other rights to purchase or acquire\nany shares of its Capital Stock.  Between the date hereof and the\nIssue Date, the Company will not have changed the amount of its\nauthorized Capital Stock, or have subdivided or otherwise changed\nany shares of any class of its Capital Stock, whether by way of\nreclassification, stock split or otherwise, or have issued any\nadditional shares of Capital Stock other than pursuant to the\nexercise of stock options outstanding on the date hereof and set\nforth in Schedule 2.16 hereto and will not have granted any\noptions, warrants or other rights to purchase or acquire shares\nof the Company's Capital Stock.  Except as set forth in Schedule\n2.16 hereto, the Company has not declared or paid any dividend or\nmade any other distribution of cash, stock or other property to\nits stockholders since May 1993.\n\n          2.17. Disclosure.  Neither this Agreement nor any\nSchedule hereto, nor any certificate furnished to Purchaser by or\non behalf of the Company in connection with the transactions\ncontemplated hereby, contains any untrue statement of a material\nfact or omits to state a material fact necessary in order to make\nthe statements contained herein and therein not misleading.\n\n          2.18. Offering of Securities.  Neither the Company nor\nany Person acting on its behalf has offered the Securities or any\nsimilar securities of the Company for sale to, solicited any\noffers to buy the Securities or any similar securities of the\nCompany from or otherwise approached or negotiated with respect\nto the Company with any Person other than the Purchaser and other\n\"accredited investors\" (as defined in Rule 501(a) under the\nSecurities Act).  Neither the Company nor any Person acting on\nits behalf has taken or, except as contemplated by the\nRegistration Rights Agreement will take any action (including,\nwithout limitation, any offering of any securities of the Company\nunder circumstances which would require the integration of such\noffering with the offering of the Securities under the Securities\nAct) which could reasonably be expected to subject the offering,\nissuance or sale of the Securities to the registration\nrequirements of Section 5 of the Securities Act or violate the\nprovisions of any securities, \"blue sky\", or similar law of any\napplicable jurisdiction.\n\n          2.19. Use of Proceeds.  (a)  The proceeds of the sale\nof the Notes will be used by the Company for working capital and\nother corporate purposes approved by the Company's Board of\nDirectors.\n\n                (b) The Company does not own, directly or\nindirectly, any \"margin security\", as defined in Regulation G\nissued by the Board of Governors of the Federal Reserve System\n(12 CFR Part 207); and the Company will not use any proceeds from\nthe sale of the Notes to purchase or carry any \"security\", as\ndefined in Section 3(a)(10) of the Exchange Act, or for any other\npurpose which would result in any transaction contemplated by\nthis Agreement constituting a \"purpose credit\" within the meaning\nof said Regulation G, or which would involve a violation of\nSection 7 of the Exchange Act or Regulation T, U or X of said\nBoard of Governors (12 CFR Parts 220, 221 and 224, respectively).\n\n                (c) The Company does not intend to apply and\nwill not apply any part of the proceeds of the sale of the Notes\nin any manner which is unlawful or which would involve a\nviolation of Law.\n\n          2.20. Election of Director.  Theodore J. Forstmann has\nbeen duly elected by the Board of Directors of the Company to\nserve as a member of the Board for a term ending in calendar year\n1998, effective upon the issuance of, and payment for, the Notes.\n\n          2.21. Brokers or Finders.  Except as set forth in\nSchedule 2.21, no agent, broker, investment banker or other\nPerson is or will be entitled to any broker's fee or any other\ncommission or similar fee from the Company or its Subsidiary in\nconnection with any of the transactions contemplated by this\nAgreement.\n\n     3.   REPRESENTATIONS AND WARRANTIES OF THE PURCHASER.  The\nPurchaser represents and warrants as of the date hereof and as of\nthe Issue Date as follows:\n\n          3.1.  Organization and Qualification.  The Purchaser is\na partnership duly organized and existing in good standing under\nthe laws of the State of Delaware and has the requisite power to\nown its respective property and to carry on its business as now\nbeing conducted.  The Purchaser is duly qualified to do business\nand in good standing in every jurisdiction in which the nature of\nthe respective business conducted or property owned by it makes\nsuch qualification necessary, except where the failure to so\nqualify would not prevent consummation of the transactions\ncontemplated hereby or have a material adverse effect on the\nPurchaser's ability to perform its obligations hereunder.\n\n          3.2.  Due Authorization.  The Purchaser has all right,\npower and authority to enter into this Agreement and the\nRegistration Rights Agreement and to consummate the transactions\ncontemplated hereby and thereby.  The execution and delivery of\nthis Agreement and the Registration Rights Agreement by the\nPurchaser and the compliance by the Purchaser with all of the\nprovisions of this Agreement and the Registration Rights\nAgreement and consummation by the Purchaser of the transactions\ncontemplated hereby and thereby (i) are within the partnership\npowers of the Purchaser and (ii) have been duly authorized by all\nnecessary partnership action on behalf of the Purchaser.  This\nAgreement and the Registration Rights Agreement have been duly\nexecuted and delivered by the Purchaser and constitute valid and\nbinding agreements of the Purchaser enforceable in accordance\nwith their terms, except that (i) such enforcement may be subject\nto bankruptcy, insolvency, reorganization, moratorium or other\nsimilar laws now or hereafter in effect relating to creditors'\nrights, and (ii) the remedy of specific performance and\ninjunctive and other forms of equitable relief may be subject to\nequitable defenses and to the discretion of the court before\nwhich any proceeding therefor may be brought.\n\n          3.3.  Governmental Consents.  The Purchaser is not\nrequired to obtain any consent, approval or authorization of, or\nto make any declaration or filing with, any Governmental Entity\nas a condition to or in connection with the valid execution,\ndelivery of either this Agreement or the Registration Rights\nAgreement or the performance by the Purchaser of its obligations\nin respect hereof and thereof except for filings after the\nClosing under the Exchange Act and any filings under the HSR Act\nwhich may be required in connection with the conversion of the\nNotes.\n\n          3.4.  Conflicting Agreements.  Neither the execution\nand delivery of this Agreement and the Registration Rights\nAgreement nor the fulfillment of or compliance with the terms and\nprovisions hereof or thereof, nor the conversion of the\nindebtedness evidenced by the Notes into Common Stock as\ncontemplated hereby or by the Notes, will conflict with or result\nin a breach of the terms, conditions or provisions of, or give\nrise to a right of termination under, or constitute a default\nunder, or result in any violation of the organizational documents\nof the Purchaser or any Contract to which the Purchaser or any of\nits respective properties is subject.\n\n          3.5.  Acquisition for Investment.  The Purchaser is\nacquiring the Notes being purchased by it for its own account for\nthe purpose of investment and not with a view to or for sale in\nconnection with any distribution thereof except in compliance\nwith all applicable securities Laws.  The Purchaser acknowledges\nthat the Securities, including the Shares issuable upon\nconversion of the Notes, have not been registered under the\nSecurities Act, and may be sold or disposed of in the absence of\nsuch registration only pursuant to an exemption from such\nregistration and in accordance with this Agreement.  At the date\nhereof the Purchaser does not beneficially own, directly or, to\nthe knowledge of the Purchaser, indirectly (or have any option or\nright to acquire), any securities of the Company other than the\nSecurities being purchased by it hereunder.\n\n          3.6.  Brokers or Finders.  No agent, broker, investment\nbanker or other Person is or will be entitled to any broker's fee\nor any other commission or similar fee from the Purchaser in\nconnection with any of the transactions contemplated by this\nAgreement for which the Company will be responsible.\n\n          3.7.  Accredited Investor.  The Purchaser is an\n\"accredited investor\" within the meaning of Rule 501 promulgated\nunder the Securities Act.\n\n     4.   REGISTRATION, EXCHANGE AND TRANSFER OF NOTES\n\n          4.1.  The Note Register; Persons Deemed Owners.  The\nCompany shall maintain, at its office designated for notices in\naccordance with Section 13.6, a register for the Notes (the \"Note\nRegister\"), in which the Company shall record the name and\naddress of the person in whose name each Note has been issued and\nthe name and address of each transferee and prior owner of each\nNote.  The Company may deem and treat the person in whose name a\nNote is so registered as the holder and owner thereof for all\npurposes and shall not be affected by any notice to the contrary,\nuntil due presentment of such Note for registration of transfer\nas provided in this Article 4.\n\n          4.2.  Issuance of New Notes Upon Exchange or Transfer.\nUpon surrender for exchange or registration of transfer of any\nNote at the office of the Company designated for notices in\naccordance with Section 13.6, the Company shall execute and\ndeliver, at its expense, one or more new Notes as requested by\nthe holder of the surrendered Note, each dated the date to which\ninterest has been paid on the Note so surrendered (or, if no\ninterest has been paid, the date of such surrendered Note), but\nin the same aggregate unpaid principal amount as such surrendered\nNote, and registered in the name of such person or persons as\nshall be designated in writing by such holder.  Every Note\nsurrendered for registration of transfer shall be duly endorsed,\nor be accompanied by a written instrument of transfer duly\nexecuted, by the holder of such Note or by his attorney duly\nauthorized in writing.  The Company may also condition the\nissuance of any new Note or Notes to a Person other than the\nholder thereof on the payment of a sum sufficient to cover any\nstamp tax or other governmental charge imposed in respect of such\ntransfer.\n\n     5.   PAYMENT OF NOTES\n\n          5.1.  Home Office Payment.  The Company will pay to the\nPurchaser or any transferee thereof all sums becoming due on the\nNotes (including all sums which become due on the Notes at the\nmaturity thereof) (a) prior to the execution of an Indenture and\nthe exchange of Securities issued under the Indenture for all\noutstanding Notes (the \"Indenture Date\") (i) in the case of the\nPurchaser or an institutional investor who holds in excess of $10\nmillion principal amount of the Notes, at the account\/address to\nbe specified by the Purchaser for such purpose by notice to the\nCompany, or at the account\/address specified by such\ninstitutional investor, by wire transfer of immediately available\nfunds, or at such other address or by such other method as the\nPurchaser or such institutional investor shall have designated by\nnotice to the Company, or (ii) for all other holders of Notes, at\nthe address specified by such holder, by check, in either case\nwithout presentment for notation of payment and without surrender\nand (b) at any time after the Indenture Date, by wire transfer to\nthe Trustee, as specified in the Indenture.  Before selling or\notherwise transferring any Note, the Purchaser or transferee will\nmake a notation thereon of the aggregate amount of all payments\nof principal, if any, theretofore made, and of the date to which\ninterest has been paid.\n\n          5.2.  Limitation on Interest.  No provision of this\nAgreement or of the Notes shall require the payment or permit the\ncollection of interest in excess of the maximum rate which is\npermitted by Law.  If any such excess interest is provided for\nherein or in the Notes, or shall be adjudicated to be so provided\nfor, then the Company shall not be obligated to pay such interest\nin excess of the maximum rate permitted by Law, and the right to\ndemand payment of any such excess interest is hereby waived, any\nother provisions in this Agreement or in the Notes to the\ncontrary notwithstanding.\n\n          5.3.  Interest.  Interest on the principal amount of\nthe Notes shall be due and payable as provided in the Notes.\n\n          5.4.  Supplemental Interest.  The Company shall pay to\nthe Purchaser, as supplemental interest, an amount equal to\n$1,546,875, such amount to be payable within 5 days of the Issue\nDate.\n\n     6.   COVENANTS OF THE COMPANY\n\n          A.   The Company covenants that until the Issue Date\nand thereafter for so long as any of the Notes are outstanding:\n\n          6.1.  Limitation on Indebtedness.  The Company will\nnot, and will not permit any Subsidiary to, incur, create, assume\nor permit to exist any Indebtedness if, as a result thereof or\nafter giving effect thereto, Total Indebtedness at any time would\nexceed one-third of Net Worth at such time.\n\n          6.2.  Dividends and Distributions.  The Company shall\nnot, and shall cause each of its Subsidiaries not to, directly or\nindirectly, (i) declare or pay any dividend or make any\ndistribution in cash or property (other than, in respect of the\nCompany, dividends or distributions payable solely in shares of\nCapital Stock of the Company or, in respect of any such\nSubsidiary, dividends or distributions payable solely in shares\nof capital stock of such Subsidiary, as the case may be) to\nholders of Capital Stock of the Company or, except for payments\nto the Company, any Subsidiary of the Company, or (ii) purchase,\nredeem or otherwise acquire or retire for value (other than\nthrough the issuance solely of capital stock of the Company) any\nCapital Stock or warrants, rights or options to acquire Capital\nStock of the Company or any securities exchangeable for or\nconvertible into any such shares or permit any Subsidiary to\npurchase, redeem or otherwise acquire or retire for value any\nCapital Stock of the Company or any Subsidiary or any such\nwarrants, rights or options or convertible securities (any such\naction referred to in clauses (i) or (ii) above referred to as a\n\"Restricted Payment\"), provided that the Company (x) may pay\nquarterly cash dividends and (y) may make Capital Stock\nrepurchases or redemptions if at the time of and after giving\neffect to each such Restricted Payment:\n\n                (a) no Default or Event of Default shall have\noccurred and be continuing;\n\n                (b) the Company is permitted to incur at least\n$1 of additional Indebtedness under Section 6.1; and\n\n                (c) the aggregate amount of all such quarterly\ncash dividends for any quarter shall not, unless all members of\nthe Board of Directors of the Company shall have otherwise\napproved, exceed 25% of the aggregate Consolidated Net Income of\nthe Company during such quarter (excluding extraordinary gains\nand gains arising from the proposed or actual disposition of\nmaterial assets not in the ordinary course of business).\n\n          6.3.  Compliance with Laws.  The Company will, and will\ncause each Subsidiary to, comply with all applicable Laws with\nrespect to the conduct of its business and the ownership of its\nproperties, including without limitation, compliance with the\nreporting requirements of all applicable securities Laws;\nprovided that the Company shall not be deemed to be in violation\nof this Section 6.3 as a result of any failure to comply with any\nprovisions of any such Laws, the noncompliance with which would\nnot, individually or in the aggregate, have a Material Adverse\nEffect or have a materially adverse effect on the ability of the\nholder of any Securities to sell such Securities.\n\n          6.4.  Limitation of Agreements.  The Company will not,\nand will not permit any Subsidiary to, enter into any Contract,\nor any amendment, modification, extension or supplement to any\nexisting Contract, which contractually prohibits the Company from\npaying interest on, or principal of, the Notes or effecting the\nconversion of the Notes.\n\n          6.5.  Preservation of Franchises and Existence.  The\nCompany will maintain and cause each Subsidiary to maintain its\ncorporate existence, rights and franchises in full force and\neffect, provided that nothing in this Section 6.5 shall prevent\nthe Company or any Subsidiary from discontinuing its operations\nin any particular state or at any particular location or\nlocations within the state, or prevent the corporate existence,\nrights and franchises of any Subsidiary from being terminated if,\nin the opinion of the Board of Directors of the Company, the\npreservation thereof is no longer desirable in the conduct of the\nbusiness of the Company and its Subsidiaries taken as a whole.\n\n          6.6.  Insurance.  The Company will, and will cause each\nSubsidiary to maintain, with insurers believed by the Company to\nbe responsible, such insurance, in such amounts and of such types\nas are deemed in good faith by the Board of Directors of the\nCompany to be adequate for the business and properties of the\nCompany and its Subsidiaries.\n\n          6.7.  Payment of Taxes and Other Charges.  The Company\nwill pay or discharge, and will cause each Subsidiary to pay or\ndischarge, before the same shall become delinquent, (i) all Taxes\nimposed upon it or any of its properties or income, and (ii) all\nclaims of materialmen, mechanics, landlords and other like\npersons which, in the case of either clause (i) or clause (ii),\nif unpaid, might result in the creation of a material lien upon\nany of its properties, provided, however, that the Company shall\nnot be required to pay or discharge or cause to be paid or\ndischarged any such Tax or claim whose amount, applicability or\nvalidity is being contested in good faith pursuant to appropriate\nproceedings.\n\n          6.8.  Financial Statements and Other Reports.  The\nCompany will furnish to each holder of the Notes, at the times\nspecified in Section 6.10, the information and reports required\nto be delivered to the Purchaser pursuant to Section 6.10.\n\n          6.9.  Lost, Stolen, Damaged and Destroyed Securities.\nUpon receipt of evidence reasonably satisfactory to the Company\nof the loss, theft, destruction or mutilation of any certificate\nrepresenting shares of Common Stock or a Note and in the case of\nloss, theft or destruction, upon delivery of an indemnity\nsatisfactory to the Company (which, in the case of the Purchaser,\nmay be an undertaking by the Purchaser and ID Partners to so\nindemnify the Company), or, in the case of mutilation, upon\nsurrender and cancellation thereof, the Company will issue a new\nshare certificate of like tenor for a number of shares of Common\nStock equal to the number of shares of such stock represented by\nthe certificate lost, stolen, destroyed or mutilated, or a new\nNote of like tenor in an amount equal to the amount of such Note\nlost, stolen, destroyed or mutilated.\n\n          B.   The Company covenants that until the Closing and\nthereafter for so long as any Purchaser (and\/or its Affiliates)\nowns any of the Securities:\n\n          6.10. Financial Statements and Other Reports; Access.\n\n                (i)     The Company will, as soon as practicable and\nin any event within 45 days after the end of each quarterly\nperiod (other than the last quarterly period) in each fiscal\nyear, furnish to the Purchaser statements of consolidated net\nincome and cash flows and a statement of changes in consolidated\nstockholders' equity of the Company and its Subsidiaries for the\nperiod from the beginning of the then current fiscal year to the\nend of such quarterly period, and a consolidated balance sheet of\nthe Company and its Subsidiaries as of the end of such quarterly\nperiod, setting forth in each case in comparative form figures\nfor the corresponding period or date in the preceding fiscal\nyear, all in reasonable detail and certified by an authorized\nfinancial officer of the Company, subject to changes resulting\nfrom year-end adjustments; provided, however, that delivery\npursuant to clause (iii) below of a copy of the Quarterly Report\non Form 10-Q of the Company for such quarterly period filed with\nthe Commission shall be deemed to satisfy the requirements of\nthis clause (i);\n\n                (ii)    it will, as soon as practicable and in any\nevent within 100 days after the end of each fiscal year, furnish\nto the Purchaser statements of consolidated net income and cash\nflows and a statement of changes in consolidated stockholders'\nequity of the Company and its Subsidiaries for such year, and a\nconsolidated balance sheet of the Company and its Subsidiaries as\nof the end of such year, setting forth in each case in\ncomparative form the corresponding figures from the preceding\nfiscal year, all in reasonable detail and examined and reported\non by independent public accountants of recognized national\nstanding selected by the Company; provided, however, that\ndelivery pursuant to clause (iii) below of a copy of the Annual\nReport on Form l0-K of the Company for such fiscal year filed\nwith the Commission shall be deemed to satisfy the requirements\nof this clause (ii); and\n\n                (iii)   it will, promptly upon transmission\nthereof, furnish to the Purchaser copies of all such financial\nstatements, proxy statements, notices and reports as it shall\nsend to its stockholders and copies of all such registration\nstatements (without exhibits), other than registration statements\nrelating to employee benefit or dividend reinvestment plans, and\nall such regular and periodic reports as it shall file with the\nCommission.\n\n          Together with each delivery of financial statements\nrequired by clauses (i) and (ii) above, the Company will deliver\nto Purchaser a certificate of an authorized financial officer of\nthe Company regarding compliance by the Company with the\ncovenants set forth in Sections 6.1 and 6.2.\n\n          6.11. Information; Access.  Upon the good faith request\nby the Purchaser for such information or access by the Company\nand its properties, books, records and personnel as is\nreasonable, the Company will cooperate in promptly providing such\ninformation or access to the Purchaser.\n\n          6.12. Merger, etc.  The Company will not merge with or\ninto or consolidate with, or sell all or substantially all of its\nassets to, any other Person unless (i) the surviving entity shall\nhave assumed in writing all of the obligations of the Company\nunder each of the Transaction Documents, and (ii) immediately\nafter the consummation of such merger or consolidation the\nsurviving entity would not be in violation of any of the\nprovisions applicable to the Company contained in any of the\nTransaction Documents.\n\n          6.13. Transactions with Affiliates.  The Company will\nnot, and will not permit any Subsidiary to, engage in any\ntransaction or group of related transactions (including, without\nlimitation, the purchase, lease, sale or exchange of properties\nof any kind or the rendering of any service) with any Affiliate\n(other than the Company), except in the ordinary course and\npursuant to the reasonable requirements of the Company's or such\nSubsidiary's business and upon fair and reasonable terms no less\nfavorable to the Company or such Subsidiary than would be\nobtainable in a comparable arm's-length transaction with a Person\nnot an Affiliate.\n\n          6.14. Notice of Breach.  As promptly as practicable,\nand in any event not later than five Business Days after senior\nmanagement of the Company becomes aware thereof, the Company\nshall provide the Purchaser with written notice of any breach by\nthe Company of any provision of this Agreement, including,\nwithout limitation, this Article 6, specifying the nature of such\nbreach and any actions proposed to be taken by the Company to\ncure such breach.\n\n          6.15. Right of the Purchaser to Designate Directors.\n\n                (a) Prior to the Closing, the Company will have\ntaken all necessary action for Theodore J. Forstmann (the\n\"Original Purchaser Designee\") to be elected to the Board of\nDirectors of the Company.  In connection with the 1997 Annual\nMeeting of Stockholders, the Company shall take all necessary\naction to cause an additional person as ID Partners may designate\nand who is either, as of the date hereof, a general partner of\nthe general partner of the Purchaser or who is reasonably\nacceptable to the Company's Chairman and President (together with\nthe Original Designee and any other person(s) designated by ID\nPartners pursuant to this Section 6.15 from time to time, the\n\"Purchaser Designees\") to be nominated and shall use its best\nefforts to cause such Purchaser Designee to be elected to the\nBoard of Directors of the Company.  Thereafter, in connection\nwith any annual meeting of stockholders at which the term of a\nPurchaser Designee is to expire, the Company will take all\nnecessary action to cause a Purchaser Designee to be nominated\nand use its best efforts to cause such Purchaser Designee to be\nelected to the Board of Directors of the Company.  In the event\nof any vacancy arising by reason of the resignation, death,\nremoval or inability to serve of any of the Purchaser Designees,\nID Partners shall be entitled to designate a successor to fill\nsuch vacancy for the unexpired term.  The Company further agrees\nthat ID Partners shall be entitled to designate a non-voting\nobserver to attend and participate in (but not to vote at) all\nmeetings of  the Board of Directors of the Company and any\ncommittee of the Board (the \"Non-voting Observer\").  The Non-\nvoting Observer shall have the same access to information\nconcerning the business and operations of the Company and its\nSubsidiaries and at the same time as directors of the Company,\nand shall be entitled to participate in discussions and consult\nwith the Board of Directors of the Company without voting.\n\n                (b) The Company and the Purchaser acknowledge\nthat the provisions of this Agreement, including Section 6.15(a),\nare intended to provide ID Partners and the Purchaser with\n\"contractual management rights\" within the meaning of ERISA and\nthe regulations promulgated thereunder.\n\n          6.16. Board and Committee Notice Requirement.  In\naddition to any requirements specified in the By-Laws of the\nCompany, the Company shall notify the Purchaser, each Purchaser\nDesignee and the Non-voting Observer, by telecopy, of (a) every\nmeeting (or action by written consent) of the Board of Directors\nof the Company and (b) every meeting (or action by written\nconsent) of the board of directors of any Subsidiary and of any\ncommittee of the Board of Directors or any Subsidiary of the\nCompany, to the extent, in the case of clause (b), that a\nPurchaser Designee is on the Board of Directors of such\nSubsidiary or is on such committee of the Board of Directors of\nthe Company or any Subsidiary, at least three days in advance of\nsuch meeting (or distribution of written consents), or, if such\nnotice under the circumstances is not practicable, as soon before\nthe meeting (or distribution) as is practicable.\n\n          6.17. Action by the Board of Directors.  Without the\napproval of the Board of Directors of the Company that includes\nthe affirmative vote of at least one Purchaser Designee, the\nCompany shall not, in a single transaction or a series of related\ntransactions, (a) for the period of nine months following the\nIssue Date, issue any Equity Securities at less than the\nConversion Price or (b) amend, supplement, modify or repeal any\nprovision of the Articles of Incorporation or By-Laws of the\nCompany or take any other action, including, without limitation,\nthe adoption of a shareholders' rights plan or similar plan, or\nthe consummation of a Capital Stock repurchase or redemption,\nwhich would adversely affect the rights or benefits of the\nPurchaser under any of the Transaction Documents, including,\nwithout limitation, the conversion rights of the holders of the\nNotes hereunder.\n\n          6.18. Reimbursement of Certain Expenses.  The Company\nshall, upon request therefor, promptly reimburse the Purchaser\nDesignees (and, to the extent that one or more of the Purchaser\nDesignees shall not attend or charge therefor, the Non-voting\nObserver) for all reasonable expenses incurred by them in\nconnection with their attendance at meetings of the Board of\nDirectors or of committees of the Board of Directors and any\nother activities undertaken by them in their capacity as\ndirectors of the Company or any Subsidiary or observer, as\napplicable.  The foregoing shall be in addition to, and not in\nlieu of (or in duplication of), any indemnification or\nreimbursement obligations of the Company under the Articles of\nIncorporation or By-Laws of the Company or by Law.  The Non-\nvoting Observer shall be entitled to indemnification from the\nCompany and its Subsidiaries to the maximum extent permitted by\nLaw as though he or she were a director of the Company or the\nSubsidiary.\n\n          6.19. Insurance.  To the extent commercially available,\nthe Company shall at all times maintain directors' and officers'\nliability insurance comparable in terms and coverage to that\nmaintained on the date hereof, and each Purchaser Designee shall\nbe covered under such insurance.\n\n          6.20. Rights of First Offer.  Prior to seeking\nfinancing from any third party consisting of an issuance of\nEquity Securities (the \"Proposed Securities\") by the Company on\nor after the Issue Date, the Company shall notify the Purchaser\nof a description in reasonable detail of the Proposed Securities,\nthe amount proposed to be issued and the consideration the\nCompany desires to receive therefor (the \"Notice\"), which Notice\nshall constitute an offer to the Purchaser with respect to the\nProposed Securities on the terms set forth therein.  The\nPurchaser and the Company shall, for not less than 20 days after\nreceipt of the Notice (unless the Purchaser earlier indicates\nthat it has no interest in purchasing the Proposed Securities),\ndiscuss the possibility of Purchaser's acquiring the Proposed\nSecurities, after which (if the Purchaser has not agreed to\npurchase the Proposed Securities on the terms set forth in the\nNotice or such other terms as are mutually acceptable to the\nCompany and the Purchaser) the Company shall be permitted to seek\nand obtain third party investors to acquire the Proposed\nSecurities, provided that the closing of such acquisition by such\nthird party investor occurs within 90 days from the date of the\nNotice and provided that the acquisition of the Proposed\nSecurities by such third party investor is on terms no more\nfavorable to such third party investor than those terms set forth\nin the Notice.  No Equity Securities shall be issued by the\nCompany to any Person unless the Company has first offered such\nEquity Securities to the Purchaser in accordance with this\nSection 6.20.  This Section 6.20 shall not apply to the following\nissuances of securities:  (i) pursuant to an approved employee\nstock option plan, stock purchase plan, or similar employee\nbenefit program or agreement, where the primary purpose is not to\nraise equity capital for the Company, (ii) issuances of Common\nStock to one or more Strategic Alliance Investors, but not in\nexcess of 1,800,000 shares of Common Stock (subject to adjustment\nas provided in Section 13.11) in the aggregate for all such\nissuances (or such greater number of Shares as is approved by all\nmembers of the Board of Directors), (iii) issuance of Equity\nSecurities as consideration in a business combination, and (iv)\npursuant to a bona fide public offering of Shares registered\nunder the Securities Act of 1933, as amended.\n\n     7.   COVENANTS OF THE PURCHASER\n\n          7.1.  Standstill Provisions.  Until the earliest of (i)\nthe occurrence of an Event of Default under the Notes, (ii) a\npublic announcement or filing of a third party's acquisition of\nor intention to acquire at least 10% of the outstanding Voting\nSecurities of the Company, for a purpose other than for\ninvestment (as disclosed by the third party), (iii) the incumbent\nmembers of the Board of Directors of the Company (including the\nPurchaser Designees) ceasing to represent a majority of the\ndirectors then in office, or (iv) the commencement of a proxy or\nconsent solicitation to replace a majority of the Board of\nDirectors of the Company, which is not opposed by the Board of\nDirectors of the Company (the earliest of any of the foregoing,\nthe \"Standstill Termination Event\"), the Purchaser agrees that,\nexcept as otherwise approved by the Board of Directors of the\nCompany:\n\n                (a) the Purchaser will not make, or in any way\nparticipate in, any \"solicitation\" of \"proxies\" (as such terms\nare defined in Regulation 14A under the Exchange Act) in\nopposition to any matter which has been approved by a majority of\nthe Board of Directors of the Company;\n\n                (b) the Purchaser will not acquire, offer to\nacquire or agree to acquire, directly or indirectly, by purchase\nor otherwise, any Voting Securities or any rights or options to\nacquire Voting Securities of the Company except (i) the shares of\nCommon Stock or other Voting Securities of the Company issuable\nupon conversion of the Notes, (ii) as a result of a stock split,\nstock dividend or similar recapitalization of the Company, (iii)\npursuant to a merger, consolidation or other business combination\ntransaction involving the Company, or (iv) in connection with the\nexercise of Purchaser's rights pursuant to Section 6.20;\n\n                (c) the Purchaser will not deposit any Voting\nSecurities in a voting trust or otherwise subject any Voting\nSecurities to any arrangement with respect to the voting of such\nVoting Securities inconsistent with this Agreement;\n\n                (d) the Purchaser will not form, join in or in\nany way participate in a \"group\" within the meaning of Section\n13(d)(3) of the Exchange Act for the purpose of acquiring, voting\nor holding Voting Securities of the Company;\n\n                (e) the Purchaser will not make any public\nannouncement with respect to, or submit a proposal for or offer\nof (with or without conditions), any Extraordinary Transaction\ninvolving the Company or its securities or assets; and\n\n                (f) the Purchaser will not request the Company\nor its representatives directly or indirectly to amend or waive\nany provision of this Section 7.1 (including this paragraph).\n\n          Nothing contained in this Section 7.1 shall prevent the\nPurchaser from discussing any matters privately with senior\nmanagement or the Board of Directors of the Company; provided\nthat no proposal regarding any such matters shall be made by the\nPurchaser that would require public disclosure by the Company.\n\n          7.2.  Voting Restrictions.  (a)  After conversion of\nany of the Notes and until the occurrence of a Standstill\nTermination Event, (i) the Purchaser shall be present, in person\nor represented by proxy, at all stockholder meetings of the\nCompany so that all Voting Securities Beneficially Owned by it\nshall be counted for the purpose of determining the presence of a\nquorum at such meetings, and (ii) subject to Section 7.2(b)\nbelow, the Purchaser shall, with respect to any matter submitted\nto a vote of stockholders, vote, or cause to be voted or consent\nto be given with respect to, all Voting Securities Beneficially\nOwned by it with respect to such matter in the same proportion as\nthe votes cast (or consents given) by or on behalf of the other\nholders of the Company's Voting Securities with respect to such\nmatter.\n\n                (b) Notwithstanding anything to the contrary\ncontained in Section 7.2(a), the Purchaser shall have the right\nto vote freely, without regard to any request or recommendation\nof the Board of Directors of the Company or the votes or consents\nof the other holders of the Company's Voting Securities, with\nrespect to the following:\n\n                    (i)  the election to the Board of\n          Directors of the Company of any Purchaser Designee\n          or any vote for the removal of any Purchaser\n          Designee; and\n\n                    (ii) any Extraordinary Transaction.\n\n          7.3.  Restrictions on Transfer.  The Purchaser and its\nAffiliates will not, prior to the earlier of (x) the occurrence\nof a Standstill Termination Event and (y) the Purchaser and its\nAffiliates Beneficially Owning, in the aggregate, less than 5% of\nthe outstanding Voting Securities of the Company, sell, transfer\nor otherwise dispose of (\"Transfer\") any of the Securities,\nexcept for (a) Transfers between and among the Purchaser and its\nAffiliates who agree to be bound by the provisions of this\nAgreement applicable to Purchaser; (b) Transfers of Securities\npursuant to the exercise of registration rights set forth in the\nRegistration Rights Agreement; (c) Transfers to a Person that\nwould qualify (were such Person to own a sufficient number of\nshares to mandate a filing) to file using Schedule 13G adopted by\nthe Commission under the Exchange Act; (d) Transfers that comply\nwith the applicable provisions of Rule 144 or 144A of the\nSecurities Act; provided, however, that no Transfer under this\nclause (d) shall be made to any Person who to Purchaser's\nknowledge would Beneficially Own Voting Securities representing\nmore than 5% of the outstanding Voting Securities of the Company\n(other than Persons to whom transfers could be made under clause\n(c) above); (e) Transfers pursuant to (i) a bona fide tender or\nexchange offer to acquire securities of the Company which has\nbeen approved by the Board of Directors of the Company, (ii) any\nall cash bona fide tender offer for all of the Company's\noutstanding Common Stock, or (iii) any merger, consolidation,\nrecapitalization or other business combination transaction to\nwhich the Company is a party; or (f) Transfers to the partners of\nthe Purchaser who are not Affiliates of the Purchaser or their\npartners or their respective Affiliates or Associates.\n\n          7.4.  Nondisclosure of Confidential Information.  (a)\nWithout the prior written consent of the Company, any information\nrelating to the Company provided to the Purchaser in connection\nwith this Agreement, or to the Purchaser Designees or the Non-\nvoting Observer, which is either confidential, proprietary, or\notherwise not generally available to the public (but excluding\ninformation obtained independently from third-party sources\nwithout the recipient's knowledge that the source has violated\nany fiduciary or other duty not to disclose such information)\n(the \"Confidential Information\") shall be kept confidential by\nthe Purchaser and its representatives (the \"Representatives\"),\nusing the same standard of care in safeguarding the Confidential\nInformation as the Purchaser employs in protecting its own\nproprietary information which such Purchaser desires not to\ndisseminate or publish, and shall not be disclosed to any Person,\nother than those Representatives who need to know such\nConfidential Information.  It is understood (i) that such\nRepresentatives shall be informed by the Purchaser of the\nconfidential nature of the Confidential Information, (ii) that\nsuch Representatives shall be bound by the provisions of this\nSection 7.4 as a condition of receiving the Confidential\nInformation and (iii) that, in any event, the Purchaser shall be\nresponsible for any breach of this Agreement by any of its\nRepresentatives.\n\n                (b) If the Purchaser or its Representatives are\nrequested or required (by oral question, interrogatories,\nrequests for information or documents, subpoena, civil\ninvestigative demand or similar process) to disclose any\nConfidential Information, the Purchaser shall, as soon as\npracticable, notify the Company of such request or requirement so\nthat the Company may seek an appropriate protective order.  If,\nin the absence of a protective order, the Purchaser or its\nRepresentatives are, in the opinion of the Purchaser's counsel,\ncompelled to disclose the Confidential Information or else stand\nliable for contempt or suffer other censure or penalty, the\nPurchaser or its Representatives may disclose (which disclosure\nshall be without liability) only such of the Confidential\nInformation to the party compelling disclosure as is required by\nLaw.  The Purchaser shall, at the Company's request and expense,\ncooperate with the Company's reasonable efforts to obtain a\nprotective order or other reliable assurance that confidential\ntreatment will be accorded the Confidential Information.\n\n     8.   EVENTS OF DEFAULT AND REMEDIES\n\n          8.1.  Events of Default.  Each of the following shall\nconstitute an \"Event of Default\" under this Agreement:\n\n                (a) Nonpayment of Principal of the Notes.  If\nthe Company fails to pay the principal of or premium, if any, due\non any Note, when and as the same becomes due and payable,\nwhether at the maturity thereof, on a date fixed for a\nredemption, or otherwise; or\n\n                (b) Nonpayment of Interest or Other Amounts.  If\nthe Company fails to pay interest on the Notes or any other\namount due under this Agreement in full, when and as the same\nbecomes due and payable, and such failure shall be continuing for\nfive (5) Business Days; or\n\n                (c) Voluntary Bankruptcy and Insolvency\nProceedings.  If the Company or any Significant Subsidiary shall\nfile a petition in bankruptcy or for reorganization or for an\narrangement or any composition, readjustment, liquidation,\ndissolution or similar relief pursuant to the Federal Bankruptcy\nCode of 1978, as amended, or under any similar present or future\nfederal Law or the Law of any other jurisdiction or shall be\nadjudicated a bankrupt or become insolvent, or consent to the\nappointment of or taking possession by a receiver, liquidator,\nassignee, trustee, custodian, sequestrator (or other similar\nofficial) of the Company or such Subsidiary or for all or any\nsubstantial part of its respective property, or the Company or\nany Significant Subsidiary shall make an assignment for the\nbenefit of its creditors, or shall admit in writing its inability\nto pay its debts generally as they become due, or shall take any\ncorporate action, as the case may be, in furtherance of any of\nthe foregoing; or\n\n                (d) Adjudication of Bankruptcy.  If a petition\nor answer shall be filed proposing the adjudication of the\nCompany or any Significant Subsidiary as a bankrupt or its\nreorganization or arrangement, or any composition, readjustment,\nliquidation, dissolution or similar relief with respect to it\npursuant to the Federal Bankruptcy Code of 1978, as amended, or\nunder any similar present or future federal Law or the Law of any\nother jurisdiction applicable to the Company or such Subsidiary,\nand the Company or any Significant Subsidiary shall consent to or\nacquiesce in the filing thereof, or such petition or answer shall\nnot be discharged or denied within 60 days after the filing\nthereof; or\n\n                (e) Receivership or Sequestration.  If a decree\nor order is entered by a court having jurisdiction (i) for the\nappointment of a receiver or custodian or liquidator or trustee\nor sequestrator or assignee (or similar official) in bankruptcy\nor insolvency of the Company or any Significant Subsidiary or of\nall or a substantial part of its property, or for the winding-up\nor liquidation of its affairs, and such decree or order shall\nhave remained in force undischarged and unstayed for a period of\n60 days, or (ii) for the sequestration or attachment of any\nproperty of the Company or any Significant Subsidiary without its\nreturn to the possession of the Company or such Subsidiary or its\nrelease from such sequestration or attachment within 60 days\nthereafter; or\n\n                (f) Defaults Under Other Agreements.  The\nCompany or any of its Subsidiaries shall (i) default in the\npayment or principal or interest on any Indebtedness of\n$15,000,000 or more beyond the applicable period of grace, if\nany, or (ii) fail to observe or perform any covenant or agreement\ncontained in any agreement(s) or instrument(s) relating to\nIndebtedness of $15,000,000 or more in the aggregate within any\napplicable grace period, or any other event shall occur, if the\neffect of such failure or other event is to accelerate, or to\npermit the holder of such Indebtedness or any other Person to\naccelerate, the maturity of $15,000,000 or more in the aggregate\nof such Indebtedness; or $15,000,000 or more in the aggregate of\nany Indebtedness shall be, or if as a result if such failure or\nother event may be, required to be prepaid (other than by\nregularly scheduled required prepayment) in whole or in part\nprior to its stated maturity;\n\n                (g) Covenants.  The Company shall fail to\nobserve or perform any covenant or agreement contained in this\nAgreement, except for those covenants and agreements referred to\nin Section 8.1(a) or 8.1(b), and, if capable of being remedied,\nsuch failure shall remain unremedied for 30 days after written\nnotice has been given to the Company by the Purchaser or any\nother holder of Securities;\n\n                (h) Misrepresentation.  The representations and\nwarranties of the Company set forth in this Agreement shall not\nhave been true and correct in any material respect as of the date\nhereof and shall not be true and correct in any Material respect\nas of the Issue Date with the same effect as though such\nrepresentations and warranties had been made as of such date;\n\n                (i) Purchaser Designee.  The failure of at least\none Purchaser Designee to be serving as a director of the\nCompany, which situation continues for a period of five days or\nmore, provided that such failure is not the result of Purchaser's\nfailing to designate a Purchaser Designee, and provided further\nthat it shall be an Event of Default if, during any period in\nwhich no Purchaser Designee is serving as a director of the\nCompany, a meeting of the Board of Directors of the Company shall\nbe called or held or action shall have been taken by written\nconsent of the directors; or\n\n                (j) Judgments.  A final judgment or judgments\nentered by a court of competent jurisdiction for the payment of\nmoney aggregating in excess of $15,000,000 is or are outstanding\nagainst the Company or any Subsidiary and any one such judgment\nin excess of $15,000,000 has, or such judgments aggregating in\nexcess of $15,000,000 have, remained unpaid, unvacated, unbonded,\nor unstayed by appeal or otherwise for a period of 30 days from\nthe date of entry.\n\n          8.2.  Acceleration of Maturity.  If any Event of\nDefault shall have occurred and be continuing, the holder or\nholders of at least 50.1% in aggregate principal amount of\noutstanding Notes may, by notice to the Company, declare the\nentire outstanding principal balance of the Notes, premium, if\nany, and all accrued and unpaid interest thereon, to be due and\npayable immediately, and upon any such declaration the entire\noutstanding principal balance of the Notes, premium, if any, and\nsaid accrued and unpaid interest shall become and be immediately\ndue and payable, without presentment, demand, protest or other\nnotice whatsoever, all of which are hereby expressly waived,\nanything in the Notes or in this Agreement to the contrary\nnotwithstanding; provided that if an Event of Default under\nclause (c), (d), or (e) of Section 8.1 with respect to the\nCompany or any Significant Subsidiary shall have occurred, the\noutstanding principal amount of all of the Notes, premium, if\nany, and all accrued and unpaid interest thereon, shall\nimmediately become due and payable, without any declaration and\nwithout presentment, demand, protest or other notice whatsoever,\nall of which are hereby expressly waived, anything in the Notes\nor this Agreement to the contrary notwithstanding; and provided,\nfurther, that if an Event of Default under clause (a) or (b) of\nSection 8.1 shall have occurred and be continuing with respect to\nany Note, the Purchaser or an Affiliate of the Purchaser (but not\nany transferee thereof other than an Affiliate of the Purchaser)\nholding one or more Notes in an aggregate outstanding principal\namount of at least $10,000,000 may, by notice to the Company,\ndeclare the entire outstanding principal of such Notes so held by\nthe Purchaser and its Affiliates, premium, if any, and all\naccrued and unpaid interest thereon, to be due and payable\nimmediately, and upon any such declaration the entire outstanding\nprincipal of such Notes, premium, if any, and said accrued and\nunpaid interest shall become and be immediately due and payable,\nwithout presentment, demand, protest or other notice whatsoever,\nall of which are hereby expressly waived, anything in such Notes\nor in this Agreement to the contrary notwithstanding.\n\n          8.3.  Other Remedies.  If any Event of Default shall\nhave occurred and be continuing, from and including the date of\nsuch Event of Default to but not including the date such Event of\nDefault is cured or waived, any holder may enforce its rights by\nsuit in equity, by action at law, or by any other appropriate\nproceedings, whether for the specific performance (to the extent\npermitted by Law) of any covenant or agreement contained in this\nAgreement or the Notes or in aid of the exercise of any power\ngranted in this Agreement or the Notes, and any holder may\nenforce the payment of any Note held by such holder and any of\nits other legal or equitable rights.\n\n          8.4.  Conduct no Waiver; Collection Expenses.  No\ncourse of dealing on the part of any holder, nor any delay or\nfailure on the part of any holder to exercise any of its rights,\nshall operate as a waiver of such right or otherwise prejudice\nsuch holder's rights, powers and remedies.  If the Company fails\nto pay, when due, the principal or the premium, if any, or the\ninterest on any Note, the Company will pay to each holder, to the\nextent permitted by law, on demand, all costs and expenses\nincurred by such holder in the collection of any amount due in\nrespect of any Note hereunder, including reasonable legal fees\nincurred by such holder in enforcing its rights hereunder.\n\n          8.5.  Annulment of Acceleration.  If a declaration is\nmade in accordance with Section 8.2, then and in every such case,\nthe Purchaser or the holder or holders of at least 50.1% in\naggregate principal amount of outstanding Notes may, by an\ninstrument delivered to the Company, annul such declaration and\nthe consequences thereof, provided that at the time such\ndeclaration is annulled:\n\n                    (a)  no judgment or decree has been\n          entered for the payment of any monies due on the\n          Notes or pursuant to this Agreement;\n\n                    (b)  all arrears of interest on the\n          Notes and all other sums payable on the Notes and\n          pursuant to this Agreement (except any principal\n          of or interest or premium on the Notes which has\n          become due and payable by reason of such\n          declaration) shall have been duly paid; and\n\n                    (c)  every other Event of Default shall\n          have been duly waived or otherwise made good or\n          cured;\n\nprovided, however, that only the Purchaser or an Affiliate of the\nPurchaser (but not any transferee thereof other than an Affiliate\nof the Purchaser) that is the holder of the Note or Notes making\nthe declaration permitted by the last proviso of Section 8.2 may\nannul such declaration; and provided, further, that no such\nannulment shall extend to or affect any subsequent Event of\nDefault or impair any right consequent thereon.\n\n          8.6.  Remedies Cumulative.  No right or remedy\nconferred upon or reserved to the holders of Notes under this\nAgreement is intended to be exclusive of any other right or\nremedy, and every right and remedy shall be cumulative and in\naddition to every other right and remedy given hereunder or now\nand hereafter existing under applicable law.  Every right and\nremedy given by this Agreement or by applicable Law to the\nholders of Notes may be exercised from time to time and as often\nas may be deemed expedient by the holders.  Without limiting the\ngenerality of the foregoing, if the Event of Default is the\nresult of the Company's breach of its obligation to convert the\nindebtedness evidenced by the Notes into Common Stock in\naccordance with the terms and conditions hereof, the holder shall\nbe entitled to specific performance of such obligation of the\nCompany; it being expressly acknowledged and agreed by the\nCompany that no adequate remedy at law exists for any such breach\nand that the holder will be irreparably harmed by any such breach\nby the Company.\n\n     9.   REDEMPTION\n\n          9.1.  Optional Redemption.  Subject to the Purchaser's\nright of conversion set forth in Section 10, the Company shall\nhave the right, at its sole option and election made in\naccordance with Section 9.4(d) and subject to Section 9.4(d), to\nredeem the Notes, after June 30, 2001, in whole or in part, at\nthe following Redemption Prices (plus accrued and unpaid\ninterest), if redeemed during the 12-month period beginning on\nthe anniversary of the Issue Date in each of the years indicated:\n\n      Year                 Redemption Price (as % of principal)\n      ----                 ----------------\n       2001...........................   101%\n       2002...........................   100.5%\n       2003...........................   100%\n\n          9.2.  Procedures for Partial Redemption.  If less than\nall of the Notes at the time outstanding are to be redeemed, the\naggregate principal amount to be redeemed shall be prorated among\nthe outstanding Notes; provided, however, that in the event that\nthe aggregate principal balance of the Notes then outstanding is\n$10,000,000 or less, the Company shall be required to redeem all\nof such outstanding Notes if it elects to redeem any such Notes.\n\n          9.3.  Change in Control.  In the event that there\noccurs a Change in Control during the 12-month period beginning\non the Issue Date and each of the anniversaries of the Issue Date\nin each of the years indicated, the Company shall make an offer\nto acquire the Notes, in accordance with the procedures set forth\nin Section 9.4(b), at the following Redemption Prices (plus\naccrued and unpaid interest):\n\n      Year                 Redemption Price (as % of principal)\n      ----                 ----------------\n       1996...........................   110%\n       1997...........................   108%\n       1998...........................   106%\n       1999...........................   104%\n       2000...........................   102%\n       2001...........................   101%\n       2002...........................   100.5%\n       2003...........................   100%\n\n          9.4.  Redemption Procedures.  (a)  Notice of any\nredemption of Notes pursuant to Section 9.1 shall be mailed at\nleast 30 but not more than 60 days prior to the date fixed for\nredemption to each holder of Notes to be redeemed, at such\nholder's address as it appears in the Note Register.  In order to\nfacilitate the redemption of Notes, the Board of Directors may\nfix a record date for the determination of Notes to be redeemed\nwhich shall be a date at least 20 days following the date of the\nnotice.\n\n                (b) Promptly following a Change in Control (but\nin no event more than five Business Days thereafter), the Company\nshall mail to each holder of Notes, at such holder's address as\nit appears in the Note Register, notice of such Change in\nControl, which notice shall set forth each holder's right to\nrequire the Company to redeem any or all Notes held by it.  The\nCompany shall thereafter, during a period of 90 days from the\ndate of such notice redeem any Notes, in whole or in part, at the\noption of the holder, upon at least five days' written notice to\nthe Company by such holder specifying (i) the principal amount of\nNotes to be redeemed and (ii) the redemption date.\n\n                (c) On the date of any redemption being made\npursuant to Section 9.1 or 9.3 which is specified in a notice\ngiven pursuant to this Section 9.4 the Company shall wire\ntransfer to such holder the Redemption Price for the principal\namount of Notes so redeemed, together with an amount equal to all\naccrued and unpaid interest thereon to the date of redemption.\n\n                (d) Notwithstanding the foregoing, the Company\nshall not deliver any notice of redemption pursuant to this\nArticle 9 or any notice of conversion pursuant to Article 10\nunless, to the extent required by the HSR Act, (a) the Company\nshall have filed its HSR Notification (and the Company agrees to\nfile an HSR Notification promptly after Purchaser's request), (b)\nthe applicable waiting period shall have expired or been\nterminated, and (c) the date fixed for redemption in accordance\nwith this Section 9.4 or conversion in accordance with Article 10\nshall be a date upon which the Purchaser shall not be prohibited\nfrom owning Voting Securities under the HSR Act.  The Purchaser\nshall be deemed for the purposes of this Agreement to\nBeneficially Own the Voting Securities into which the Notes are\nconvertible as of the Issue Date.  The Purchasers agree not to\nvote any such Voting Securities until the applicable period under\nthe HSR Act expires or is terminated.\n\n     10.  CONVERSION\n\n          10.1. Holder's Option to Convert into Common Stock.\nSubject to the provisions for adjustment hereinafter set forth,\nany Note or any portion of the outstanding principal amount of\nsuch Note shall be convertible at the option of the holder at any\ntime after the earlier of (i) December 31, 1996 and (ii) the\noccurrence of a Change in Control or the public announcement or\nfiling of a third party's intention to effect or to seek to\neffect a Change in Control into fully paid and non-assessable\nshares of Common Stock at a conversion price, determined as\nhereinafter provided, in effect at the time of conversion.\n\n          The price at which shares of Common Stock shall be\ndelivered upon conversion (herein called the \"Conversion Price\")\nof the Notes shall be initially $41.00 in principal amount of the\nNotes per share of Common Stock.  The Conversion Price shall be\nadjusted in certain instances as provided in this Section 10.\n\n          10.2. Exercise of Conversion Privilege.  (a)\nConversion of the Notes may be effected by any holder thereof\nupon the surrender to the Company at the office of the Company\ndesignated for notices in accordance with Section 13.6 or at the\noffice of any agent or agents of the Company, as may be\ndesignated by the Board of Directors (the \"Transfer Agent\"), of\nthe Notes to be converted, accompanied by a written notice\nstating that such holder elects to convert all or a specified\nportion of the outstanding principal amount of such Notes in\naccordance with the provisions of this Article 10 and specifying\nthe name or names in which such holder wishes the certificate or\ncertificates for shares of Common Stock to be issued.  In case\nany holder's notice shall specify a name or names other than that\nof such holder, such notice shall be accompanied by payment of\nall transfer taxes payable upon the issuance of shares of Common\nStock in such name or names.  Other than such taxes, the Company\nwill pay any and all issue and other taxes (other than taxes\nbased on income) that may be payable in respect of any issue or\ndelivery of shares of Common Stock on conversion of Notes\npursuant hereto.  As promptly as practicable, and in any event\nwithin five Business Days after the surrender of such Notes and\nthe receipt of such notice relating thereto and, if applicable,\npayment of all transfer taxes (or the demonstration to the\nsatisfaction of the Company that such taxes have been paid), the\nCompany shall deliver or cause to be delivered (i) certificates\nrepresenting the number of validly issued, fully paid and\nnonassessable full shares of Common Stock to which the holder of\nthe Notes being converted shall be entitled and (ii) if less than\nthe entire outstanding principal amount of any Note surrendered\nis being converted, a new Note in the principal amount which\nremains outstanding upon such partial conversion.  Such\nconversion shall be deemed to have been made at the close of\nbusiness on the date of giving such notice so that the rights of\nthe holder thereof as to the Note or Notes (or portion thereof)\nbeing converted shall cease except for the right to receive\nshares of Common Stock in accordance herewith, and the Person\nentitled to receive the shares of Common Stock shall be treated\nfor all purposes as having become the record holder of such\nshares of Common Stock at such time, so long as such holder's\nNotes are delivered to the Company within two Business Days after\nthe date of the giving of notice.\n\n                (b) In case any Notes are to be redeemed\npursuant to Section 9.1, the right of conversion of any or all of\nthe Notes to be redeemed provided for under this Section 10 shall\ncontinue through and until the close of business on the Business\nDay preceding the date fixed for redemption, whereupon such\nconversion right shall cease and terminate as to the Notes to be\nredeemed unless (i) the Company shall default in the payment of\nthe Redemption Price or (ii) a holder of a Note to be redeemed\nhas given notice to the Company of such holder's election to\nconvert all or any portion of a Note prior to the date fixed for\nredemption.\n\n          10.3. Fractions of Shares; Interest.  In connection\nwith the conversion of any Note into Common Stock, no fractional\nshares shall be issued, but in lieu thereof the Company shall pay\na cash adjustment in respect of such fractional interest in an\namount equal to such fractional interest multiplied by the\nCurrent Market Price per share of Common Stock on the Trading Day\non which such Note is deemed to have been converted.  If more\nthan one Note shall be surrendered for conversion by the same\nholder at the same time, the number of full shares of Common\nStock issuable on conversion thereof shall be computed on the\nbasis of the aggregate outstanding principal amount of Notes so\nsurrendered.  Promptly upon conversion, the Company shall pay to\nholders of Notes so converted an amount equal to any accrued and\nunpaid interest on the Notes surrendered for conversion to the\ndate of such conversion, together with cash in lieu of any\nfractional share of Common Stock.\n\n          10.4. Reservation of Stock; Listing.  (a)  The Company\nshall at all times reserve and keep available for issuance upon\nthe conversion of the Notes, free from any preemptive rights,\nsuch number of its authorized but unissued shares of Common Stock\nas will from time to time be sufficient to permit the conversion\nof the entire outstanding principal amount of the Notes into\nCommon Stock, and shall take all action required to increase the\nauthorized number of shares of Common Stock, if necessary, to\npermit the conversion of the entire outstanding principal amount\nof the Notes.\n\n                (b) If at the time of conversion, the Common\nStock is listed on a national securities exchange, or is\ndesignated as a \"national market system security\" on the National\nAssociation of Securities Dealers, Inc. Automated Quotation\nSystem (\"NASDAQ\"), the Company shall take all action necessary to\ncause the shares of Common Stock issuable upon conversion of the\nNotes to be listed on such exchange, subject to official notice\nof issuance.\n\n          10.5. Rights.  If the Company shall issue shares of\nCommon Stock upon conversion of any Notes as contemplated by this\nArticle 10, the Company shall issue together with each such share\nof Common Stock any rights issued to holders of Common Stock,\nirrespective of whether such rights shall be exercisable at such\ntime, but only if such rights are issued and outstanding and held\nby other holders of Common Stock at such time and have not\nexpired.\n\n          10.6. Adjustment of Conversion Price.  The Conversion\nPrice will be subject to adjustment from time to time as follows:\n\n                (a) In case the Company shall at any time or\nfrom time to time after the date hereof (A) pay a dividend, or\nmake a distribution, on the outstanding shares of Common Stock in\nshares of Common Stock; (B) subdivide the outstanding shares of\nCommon Stock; (C) combine the outstanding shares of Common Stock\ninto a smaller number of shares; (D) issue by reclassification of\nthe shares of Common Stock any shares of capital stock of the\nCompany, then, and in each such case, the Conversion Price in\neffect immediately prior to such event or the record date\ntherefor, whichever is earlier, shall be adjusted so that the\nholder of any Note thereafter surrendered for conversion into\nCommon Stock shall be entitled to receive, for each $100 of\noutstanding principal amount of Notes, the number of shares of\nCommon Stock of the Company which such holder would have owned or\nhave been entitled to receive after the happening of any of the\nevents described above, had such $100 principal amount of Notes\nbeen surrendered for conversion immediately prior to the\nhappening of such event or the record date therefor, whichever is\nearlier.  An adjustment made pursuant to this clause (a) shall\nbecome effective (x) in the case of any such dividend or\ndistribution, immediately after the close of business on the\nrecord date for the determination of holders of shares of Common\nStock entitled to receive such dividend or distribution, or (y)\nin the case of such subdivision, reclassification or combination,\nat the close of business on the day upon which such corporate\naction becomes effective.  No adjustment shall be made pursuant\nto this clause (a) in connection with any transaction to which\nSection 10.7 applies.\n\n                (b) If at any time following the Issue Date, the\nCompany shall issue shares of Common Stock (or rights, warrants\nor other securities convertible into or exchangeable for shares\nof Common Stock (collectively \"Convertible Securities\")) at a\nprice per share (or having a conversion price per share) less\nthan the Current Market Price per share of Common Stock as of the\ndate of issuance of such shares (or, in the case of Convertible\nSecurities, less than the Current Market Price as of the date of\nissuance of the Convertible Securities in respect of which shares\nof Common Stock were issued), then the Conversion Price shall be\nadjusted by multiplying (A) the Conversion Price in effect on the\nday immediately prior to such date by (B) a fraction, the\nnumerator of which shall be the sum of (1) the number of shares\nof Common Stock outstanding on such date and (2) the number of\nshares of Common Stock purchasable at the then Current Market\nPrice per share with the aggregate consideration receivable by\nthe Company for the total number of shares of Common Stock so\nissued (or into which the Convertible Securities may convert),\nand the denominator of which shall be the sum of (x) the number\nof shares of Common Stock outstanding on such date and (y) the\nnumber of additional shares of Common Stock issued (or into which\nthe Convertible Securities may convert).\n\nAn adjustment made pursuant to this Section 10.6(b) shall be made\non the next Business Day following the date on which any such\nissuance is made and shall be effective retroactively to the\nclose of business on the date of such issuance.  For purposes of\nthis Section 10.6(b), the aggregate consideration receivable by\nthe Company in connection with the issuance of shares of Common\nStock or of Convertible Securities shall be deemed to be equal to\nthe sum of the aggregate offering price (before deduction of\nunderwriting discounts or commissions and expenses payable to\nthird parties) of all such Common Stock and Convertible\nSecurities plus the minimum aggregate amount, if any, payable\nupon exercise or conversion of any such Convertible Securities.\nThe issuance or reissuance of any shares of Common Stock (whether\ntreasury shares or newly issued shares) pursuant to (i) a\ndividend or distribution on, or subdivision, combination or\nreclassification of, the outstanding shares of Common Stock\nrequiring an adjustment in the Conversion Price pursuant to\nSection 10.6(a), or (ii) any stock option plan, stock purchase\nplan or other benefit program of the Company or executive\ncompensation package approved by the Company's Board of Directors\ninvolving the grant of options to employees or directors of the\nCompany shall not be deemed to constitute an issuance of Common\nStock or Convertible Securities by the Company to which this\nSection 10.6(b) applies.  In addition, the issuance of Common\nStock by the Company at or above 95% of the Current Market Price\nof the Common Stock for the period of 20 Trading Days preceding\nsuch issuance to one or more Strategic Alliance Investors, but\nnot in excess of 1,800,000 shares of Common Stock (subject to\nadjustment pursuant to Section 13.11) in the aggregate for all\nsuch issuances (or such lower price or greater number of Shares\nas is approved by all members of the Board of Directors), shall\nnot be deemed to constitute an issuance of Common Stock by the\nCompany to which this Section 10.6(b) applies.  Upon the\nexpiration unexercised of any Convertible Securities for which an\nadjustment has been made pursuant to this Section 10.5(b), the\nadjustments shall forthwith be reversed to effect such rate of\nconversion as would have been in effect at the time of such\nexpiration or termination had such Convertible Securities, to the\nextent outstanding immediately prior to such expiration or\ntermination, never been issued.  No adjustment shall be made\npursuant to this Section 10.6(b) in connection with any\ntransaction to which Section 10.7 applies.\n\n                (c) In case the Company shall at any time or\nfrom time to time after the date hereof declare, order, pay or\nmake a dividend or other distribution (including, without\nlimitation, any distribution of stock or other securities or\nproperty or Convertible Securities of the Company or any of its\nSubsidiaries by way of dividend or spinoff), on its Common Stock,\nthen, and in each such case, the Conversion Price shall be\nadjusted by multiplying (1) the applicable Conversion Price on\nthe day immediately prior to the record date fixed for the\ndetermination of stockholders entitled to receive such dividend\nor distribution by (2) a fraction, the numerator of which shall\nbe the average Current Market Price of the Common Stock for the\nperiod of 20 Trading Days preceding such record date less the\nFair Market Value per share of Common Stock (as determined in\ngood faith by the Board of Directors, a certified resolution with\nrespect to which shall be mailed to each holder of Notes) of such\ndividend or distribution, and the denominator of which shall be\nsuch average Current Market Price of the Common Stock.  The\nCompany acknowledges that this Section 10.6(c) shall not\nconstitute a waiver of Section 6.2 of this Agreement.  No\nadjustment shall be made pursuant to this Section 10.6(c) in\nconnection with any transaction to which Section 10.7 applies or\nin connection with the payment of quarterly cash dividends on the\nCommon Stock permitted pursuant to Section 6.2.\n\n                (d) For purposes of this Section 10.6, the\nnumber of shares of Common Stock at any time outstanding shall\nnot include any shares of Common Stock then owned or held by or\nfor the account of the Company.\n\n                (e) The term \"dividend,\" as used in this Section\n10.5, shall mean a dividend or other distribution upon stock of\nthe Company.\n\n                (f) Anything in this Section 10.6 to the\ncontrary notwithstanding, the Company shall not be required to\ngive effect to any adjustment in the Conversion Price unless and\nuntil the net effect of one or more adjustments (each of which\nshall be carried forward), determined as above provided, shall\nhave resulted in a change of the Conversion Price by at least one\npercent, and when the cumulative net effect of more than one\nadjustment so determined shall be to change the Conversion Price\nby at least one percent, such change in Conversion Price shall\nthereupon be given effect.\n\n                (g) The certificate of any firm of independent\npublic accountants of recognized national standing selected by\nthe Board of Directors (which may be the firm of independent\npublic accountants regularly employed by the Company) shall be\npresumptively correct for any computation made under this Section\n10.6.\n\n                (h) If the Company shall take a record of the\nholders of its Common Stock for the purpose of entitling them to\nreceive a dividend or other distribution, and shall thereafter\nand before the distribution to stockholders thereof legally\nabandon its plan to pay or deliver such dividend or distribution,\nthen thereafter no adjustment in the number of shares of Common\nStock issuable upon exercise of the right of conversion granted\nby this Section 10.6 or in the Conversion Price then in effect\nshall be required by reason of the taking of such record.\n\n          10.7. Merger or Consolidation.  In the case of any\nconsolidation or merger of the Company with or into another\ncorporation, or in case of any sale or conveyance to another\ncorporation of all or substantially all of the assets or property\nof the Company (each of the foregoing being referred to as a\n\"Transaction\") occurring in each case at any time, each Note then\noutstanding shall thereafter be convertible into, in lieu of the\nCommon Stock issuable upon such conversion prior to consummation\nof such Transaction, the kind and amount of shares of stock and\nother securities and property receivable (including cash) upon\nthe consummation of such Transaction by a holder of that number\nof shares of Common Stock into which the principal balance of\nsuch Note was convertible immediately prior to such Transaction.\nIn case securities or property other than Common Stock shall be\nissuable or deliverable upon conversion as aforesaid, then all\nreferences in this Article 10 shall be deemed to apply, so far as\nappropriate and nearly as may be, to such other securities or\nproperty.\n\n          10.8. Notice of Certain Corporate Actions.  In case at\nany time or from time to time the Company shall pay any stock\ndividend or make any other non-cash distribution to the holders\nof its Common Stock, or shall offer for subscription pro rata to\nthe holders of its Common Stock any additional shares of stock of\nany class or any other right, or there shall be any capital\nreorganization or reclassification of the Common Stock or\nconsolidation or merger of the Company with or into another\ncorporation, or any sale or conveyance to another corporation of\nthe property of the Company as an entirety or substantially as an\nentirety, or there shall be a Change in Control, or there shall\nbe a voluntary or involuntary dissolution, liquidation or winding\nup of the Company, then, in any one or more of said cases the\nCompany shall give at least 20 days' prior written notice (the\ntime of mailing of such notice shall be deemed to be the time of\ngiving thereof) to the registered holders of the Notes at the\naddresses of each as shown in the Note Register as of the date on\nwhich (i) a record shall be taken for such stock dividend,\ndistribution or subscription rights or (ii) such reorganization,\nreclassification, consolidation, merger, sale or conveyance,\nChange in Control, dissolution, liquidation or winding up shall\ntake place, as the case may be, provided that in the case of any\nTransaction to which Section 10.7 applies the Company shall give\nat least 30 days' prior written notice as aforesaid.  Such notice\nshall also specify the date as of which the holders of the Common\nStock of record shall participate in said dividend, distribution\nor subscription rights or shall be entitled to exchange their\nCommon Stock for securities or other property deliverable upon\nsuch reorganization, reclassification, consolidation, merger,\nsale or conveyance or Change in Control or participate in such\ndissolution, liquidation or winding up, as the case may be.\nFailure to give such notice shall not invalidate any action so\ntaken.\n\n          10.9. Reports as to Adjustments.  Upon any adjustment\nof the Conversion Price then in effect and any increase or\ndecrease in the number of shares of Common Stock issuable upon\nthe operation of the conversion provisions set forth in this\nArticle 10, then, and in each such case, the Company shall\npromptly deliver to the Purchaser, each other holder of the Notes\nand the Transfer Agent of the Notes and Common Stock, a\ncertificate signed by the President or a Vice President and by\nthe Treasurer or an Assistant Treasurer or the Secretary or an\nAssistant Secretary of the Company setting forth in reasonable\ndetail the event requiring the adjustment and the method by which\nsuch adjustment was calculated and specifying the Conversion\nPrice then in effect following such adjustment, and shall set\nforth in reasonable detail the method of calculation of each and\na brief statement of the facts requiring such adjustment.  Where\nappropriate, such notice to holders of the Notes may be given in\nadvance and included as part of the notice required under the\nprovisions of Section 10.8.\n\n     11.  SUBORDINATION OF NOTES\n\n          11.1. Subordination of Notes to Senior Indebtedness.\nThe Indebtedness evidenced by the Notes and all renewals and\nextensions thereof, all obligations of the Company under this\nAgreement (other than the obligations of the Company under\nSections 13.10 and 13.12), the Notes and all other instruments\nand agreements arising out of or relating to any or all of the\nforegoing and all renewals and extensions thereof (collectively,\nthe \"Junior Indebtedness\") shall at all times be wholly\nsubordinate and junior in right of payment to any and all Senior\nIndebtedness of the Company (including any claims by the holders\nof such Senior Indebtedness for interest accruing after any\nassignment for the benefit of creditors by the Company or the\ninstitution by or against the Company of any proceedings under\nthe Bankruptcy Code or any law for the relief of or relating to\ndebtors, or any other claim by such holders for any such interest\nwhich would have accrued in the absence of such assignment or the\ninstitution of such proceedings) in the manner and with the force\nand effect hereafter set forth:\n\n                    (a)  In the event of any liquidation,\n          dissolution or winding up of the Company, or of\n          any execution, sale, receivership, insolvency,\n          bankruptcy, liquidation, readjustment,\n          reorganization or other similar proceeding\n          relative to the Company or its property, all sums\n          owing on all Senior Indebtedness of the Company\n          (including cash collateral and amounts not yet due\n          and payable) shall first be paid in full in cash,\n          or provision shall be made for such payment in\n          money or money's worth, before any payment is made\n          upon the Junior Indebtedness; and if in any such\n          event any payment or distribution, whether in\n          cash, property, or securities shall be made upon\n          or in respect of the Junior Indebtedness at a time\n          when such payment is prohibited under this Section\n          11, the same shall be paid over to the holders of\n          the Senior Indebtedness of the Company, pro rata,\n          for application in payment thereof unless and\n          until such Senior Indebtedness shall have been\n          paid or satisfied in full in cash, or provision\n          shall be made for such payment in money or money's\n          worth.\n\n          In case of any assignment for the benefit of\n          creditors by the Company or in case any\n          proceedings under the Bankruptcy Code or any other\n          law for the relief of or relating to debtors are\n          instituted by or against the Company, or in case\n          of the appointment of any receiver for the\n          Company's business or assets, or in case of any\n          dissolution or winding up of the affairs of the\n          Company, the Company and any assignee, trustee in\n          bankruptcy, receiver, debtor in possession or\n          other person or persons in charge are hereby\n          directed to pay to the holders of the Senior\n          Indebtedness of the Company the full amount of\n          such holders' claims against the Company\n          (including interest to the date of payment) in\n          cash, or provision shall be made for such payment\n          in money or money's worth, before making any\n          payments to the holders of Junior Indebtedness,\n          and insofar as may be necessary for that purpose,\n          each holder of the Notes hereby assigns and\n          transfers to the holders of Senior Indebtedness of\n          the Company all rights to any payments, dividends\n          or other distributions.\n\n                    (b)  In the event that all or any part\n          of the Junior Indebtedness is declared or becomes\n          due and payable because of the occurrence of any\n          Event of Default or otherwise than at the option\n          of the Company (other than pursuant to its terms\n          at its final maturity or upon a Change in\n          Control), under circumstances when the foregoing\n          clause (a) shall not be applicable, the holders of\n          the Junior Indebtedness shall be entitled to\n          payments only after there shall first have been\n          paid in full in cash, or provision shall be made\n          for such payment in money or money's worth, all\n          Senior Indebtedness of the Company or payment\n          shall have been provided therefor in a manner\n          satisfactory to the holders of such Senior\n          Indebtedness.\n\n                    (c)  For purposes of this Section 11\n          only, the words \"cash, property or securities\"\n          shall (so long as the effect of this paragraph is\n          not to cause the Note to be treated in any case or\n          proceeding or other event described in this\n          Section as part of the same class of claims as any\n          Senior Indebtedness or any class of claims on a\n          parity with or senior to any Senior Indebtedness\n          for any payment or distribution) not be deemed to\n          include shares of stock of the Company as\n          reorganized or readjusted, or securities of the\n          Company or any other corporation provided for by a\n          plan of reorganization or readjustment which are\n          subordinated in right of payment to all Senior\n          Indebtedness which may at the time be outstanding\n          to substantially the same extent as, or to a\n          greater extent than, the Notes are so subordinated\n          as provided in this Section 11.  The consolidation\n          of the Company with, or the merger of the Company\n          into, another Person or the liquidation or\n          dissolution of the Company following the sale or\n          transfer of its properties and assets\n          substantially as an entirety to another Person\n          upon the terms and conditions set forth in this\n          Agreement shall not be deemed a dissolution,\n          winding up, liquidation, reorganization,\n          assignment for the benefit of creditors or\n          marshaling of assets and liabilities of the\n          Company for the purposes of this Section if the\n          Person formed by such consolidation or into which\n          the Company is merged or which acquires by sale or\n          transfer such properties and assets substantially\n          as an entirety, as the case may be, shall, as a\n          part of such consolidation, merger, sale or\n          transfer, comply with the conditions set forth in\n          this Agreement.\n\n                    In the event and during the continuation\n          of any default in the payment of the principal of\n          or premium, if any, or interest on any Senior\n          Indebtedness continuing beyond the period of\n          grace, if any, specified in the instrument\n          evidencing such Senior Indebtedness, upon written\n          notice thereof to the Company and the holders of\n          the Notes, then, unless and until such default\n          shall have been cured or waived or shall have\n          ceased to exist, no direct or indirect payment (in\n          cash, property, securities, by set-off or\n          otherwise) shall be made or agreed to be made on\n          account of the principal of, premium, if any, or\n          interest on the Junior Indebtedness, or in respect\n          of the retirement, purchase or other acquisition\n          by the Company of any of the Junior Indebtedness.\n          In addition, in the event and during the\n          continuance of any other event of default with\n          respect to any Designated Senior Indebtedness\n          pursuant to which the maturity thereof may be\n          accelerated, upon receipt by the Company and the\n          holders of the Notes of written notice of such\n          event of default from the holders of such\n          Designated Senior Indebtedness (or their\n          respective Senior Indebtedness Representatives, if\n          any), then, unless and until such event of default\n          shall have been cured or waived or shall have\n          ceased to exist, no direct or indirect payment (in\n          cash, property, securities, by set-off or\n          otherwise) shall be made or agreed to be made on\n          account of the principal of, premium, if any, or\n          interest on the Junior Indebtedness, or in respect\n          of any retirement, purchase or other acquisition\n          by the Company of any of the Junior Indebtedness,\n          for a period (a \"Payment Blockage Period\")\n          commencing as of the earlier of the date of\n          receipt of such notice or, if applicable, the date\n          of such acceleration of the Junior Indebtedness,\n          and ending 180 days thereafter (unless such\n          Payment Blockage Period shall be terminated by\n          written notice to the holders of the Notes from\n          such holders or Senior Indebtedness\n          Representatives commencing the Payment Blockage\n          Period).  Not more than one Payment Blockage\n          Period may be commenced with respect to the Junior\n          Indebtedness during any period of 360 consecutive\n          days.  For all purposes of this paragraph (d), no\n          event of default which existed or was continuing\n          on the date of the commencement of any Payment\n          Blockage Period shall be, or be made, the basis\n          for the commencement of a second Payment Blockage\n          Period by the Senior Indebtedness Representatives\n          for or the holders of such Designated Senior\n          Indebtedness whether or not within a period of 360\n          consecutive days unless such event of default\n          shall have been cured or waived for a period of\n          not less than 90 consecutive days.\n\n                    (d)  All payments, cash, or noncash\n          distributions made to the holders of Junior\n          Indebtedness which should have been made to the\n          holders of Senior Indebtedness of the Company\n          shall be received and held by the former in trust\n          for the benefit of the latter, and the holders of\n          Junior Indebtedness shall forthwith remit such\n          payments, cash, or noncash distributions to the\n          holders of the Senior Indebtedness of the Company,\n          pro rata, in the form in which it was received,\n          together with such endorsements or documents as\n          may be necessary to effectively negotiate or\n          transfer the same to the holders of the Senior\n          Indebtedness of the Company.\n\n                    (e)  Without in any way waiving the\n          rights of the holders of any Junior Indebtedness\n          under Section 6.1, each holder of Senior\n          Indebtedness of the Company is hereby authorized\n          by the holders of Junior Indebtedness to:\n\n                      (i)    renew, compromise, extend,\n                 accelerate or otherwise change the time of\n                 payment, or any other terms, of any Senior\n                 Indebtedness of the Company held by such\n                 holder;\n\n                      (ii)   increase or decrease the rate of\n                 interest payable thereon or any part thereof;\n\n                      (iii)  exchange, enforce, waive or\n                 release any security therefor;\n\n                      (iv)   apply such security and direct the\n                 order or manner of sale thereof in such\n                 manner as such holder may at its discretion\n                 determine; and\/or\n\n                      (v)    release the Company or any guarantor\n                 of any Senior Indebtedness of the Company\n                 from liability;\n\n          all without notice to any holder of Junior\n          Indebtedness and without affecting the\n          subordination provided by this Agreement.\n\nNotwithstanding anything set forth in this Section 11.1,\nnothing set forth herein shall restrict holders of the Notes\nfrom exercising their rights of conversion hereunder and,\nunless a payment default shall have occurred with respect to\nany Senior Indebtedness, holders of the Notes shall be\nentitled to receive, upon conversion thereof, any balance\ndue to such holders by reason of the limitation on the\nnumber of shares issuable upon such conversion set forth in\nArticle 10 hereof.\n\n          11.2. Proofs of Claim of Holders of Senior\nIndebtedness; Voting.  Each holder of Junior Indebtedness\nundertakes and agrees for the benefit of each holder of Senior\nIndebtedness of the Company to execute, verify, deliver and file\nany proofs of claim relating to the Junior Indebtedness which any\nholder of such Senior Indebtedness may at any time require in\norder to prove and realize upon any rights or claims pertaining\nto the Junior Indebtedness and to effectuate the full benefit of\nthe subordination contained herein.  Upon failure of any holder\nof Junior Indebtedness to file the required proof or proofs of\nclaim prior to 30 days before the expiration of the time to file\nclaims in such proceeding, each holder of Senior Indebtedness of\nthe Company is hereby irrevocably appointed such holder of Junior\nIndebtedness to be such holder's agent to file the appropriate\nclaim or claims and if such holder of Senior Indebtedness elects\nat its sole discretion to file such claim or claims (i) to accept\nor reject any plan of reorganization or arrangement on behalf of\nsuch holder, and (ii) to otherwise vote such holder's claim in\nrespect of the Junior Indebtedness in any manner deemed\nappropriate for the benefit and protection of the holders of the\nSenior Indebtedness of the Company.\n\n          11.3. Rights of Holders of Senior Indebtedness\nUnimpaired.  No right of any holder of any Senior Indebtedness to\nenforce subordination as herein provided shall at any time or in\nany way be affected or impaired by any failure to act on the part\nof the Company or the holders of Senior Indebtedness, or by any\nnoncompliance by the Company with any of the terms, provisions\nand covenants of this Agreement, regardless of any knowledge\nthereof that any such holder of Senior Indebtedness may have or\nbe otherwise charged with.\n\n          11.4. Effects of Event of Default.  The Company agrees,\nfor the benefit of the holders of Senior Indebtedness, that in\nthe event that any Note is declared due and payable before its\nmaturity because of the occurrence of an Event of Default, the\nCompany will give prompt notice in writing of such happening to\nthe holders of Senior Indebtedness.\n\n          11.5. Company's Obligations Unimpaired.  The provisions\nof this Article 11 are solely for the purpose of defining the\nrelative rights of the holders of Senior Indebtedness on the one\nhand, and the holders of Junior Indebtedness on the other hand,\nand nothing herein shall impair, as between the Company and the\nholders of Junior Indebtedness, the obligation of the Company\nwhich is unconditional and absolute, to pay the principal,\npremium, if any, and interest on the Notes in accordance with\nthis Agreement and the terms of the Notes, nor shall anything\nherein prevent any holder of Junior Indebtedness from exercising\nall remedies otherwise permitted by applicable law or under this\nAgreement or the Notes upon the occurrence of an Event of\nDefault, subject to the rights of the holders of Senior\nIndebtedness as herein provided for.\n\n          11.6. Subrogation.  Subject to the payment in full of\nSenior Indebtedness, holders of the Notes shall be subrogated to\nthe rights of the holders of Senior Indebtedness to receive\npayments or distributions of cash, property or securities made on\nthe Senior Indebtedness until the Senior Indebtedness shall be\npaid in full in cash; and, for the purposes of such subrogation,\npayments or distributions to the holders of Senior Indebtedness\nof any cash, property or securities to which any holder of Notes\nwould be entitled except for the provisions of this Agreement\nshall, as between the Company and its creditors other than the\nholders of Senior Indebtedness and holders of the Notes, be\ndeemed to be a payment by the Company to or on account of the\nNotes, it being understood that the provisions of this Agreement\nare and are intended solely for the purpose of defining the\nrelative rights of the holders of the Notes on the one hand, and\nthe holders of Senior Indebtedness, on the other hand.  The\npurpose of this Section 11.6 is to grant to holders of the Notes\nthe same rights against the Company with respect to the aggregate\namount of such payments or distributions as the holders of Senior\nIndebtedness would have against the Company if such aggregate\namount were considered overdue Senior Indebtedness.\n\n     12.  INTERPRETATION\n\n          12.1  Definitions.\n\n          \"Affiliate\" and \"Associate\" shall have the respective\nmeanings ascribed to such terms in Rule 12b-2 of the General\nRules and Regulations under the Exchange Act.  Notwithstanding\nthe foregoing, \"Affiliate\" shall not include the limited partners\nof the limited partner of the Purchaser.\n\n          \"Beneficially Own\" with respect to any securities shall\nmean having \"beneficial ownership\" of such securities (as\ndetermined pursuant to Rule 13d-3 under the Exchange Act),\nincluding pursuant to any agreement, arrangement or\nunderstanding, whether or not in writing.\n\n          \"Business Day\" shall mean any day other than a\nSaturday, Sunday, or a day on which banking institutions in the\nState of New York are authorized or obligated by law or executive\norder to close.\n\n          \"Capital Stock\" means, in the case of the Company, any\nand all shares (however designated) of the capital stock of the\nCompany now or hereafter outstanding.\n\n          \"Capitalized Lease\" shall mean, with respect to any\nPerson, any lease or any other agreement for the use of property\nwhich, in accordance with generally accepted accounting\nprinciples, should be capitalized on the lessee's or user's\nbalance sheet.\n\n          \"Capitalized Lease Obligation\" of any Person shall mean\nand include, as of any date as of which the amount thereof is to\nbe determined, the amount of the liability capitalized or\ndisclosed (or which should be disclosed) in a balance sheet of\nsuch Person in respect of a Capitalized Lease of such Person.\n\n          \"Change in Control\" shall mean:\n\n                    (a)  the acquisition by any individual,\n          entity or group (within the meaning of Section\n          13(d)(3) or 14(d)(2) of the Exchange Act) of\n          beneficial ownership (within the meaning of Rule\n          13d-3 promulgated under the Exchange Act) of 35%\n          or more of the combined voting power of the then\n          outstanding Voting Securities of the Company, but\n          excluding, for this purpose, any such acquisition\n          by (i) the Company or any Subsidiary, (ii) any\n          employee benefit plan (or related trust) of the\n          Company or any Subsidiary, or (iii) any\n          corporation with respect to which, following such\n          acquisition, 50% or more of the combined voting\n          power of the then outstanding Voting Securities of\n          such corporation is then beneficially owned,\n          directly or indirectly, by individuals and\n          entities who were the beneficial owners of Voting\n          Securities of the Company immediately prior to\n          such acquisition in substantially the same\n          proportion as their ownership, immediately prior\n          to such acquisition, of the combined voting power\n          of the then outstanding Voting Securities of the\n          Company; or\n\n                    (b)  a reorganization, merger or\n          consolidation, in each case, with respect to which\n          all or substantially all the Persons who were the\n          respective Beneficial Owners of the Voting\n          Securities of the Company immediately prior to\n          such reorganization, merger or consolidation do\n          not, following such reorganization, merger or\n          consolidation Beneficially Own, directly or\n          indirectly, more than 35% of the combined voting\n          power of the then outstanding Voting Securities of\n          the corporation resulting from such\n          reorganization, merger or consolidation; or\n\n                    (c)  the Incumbent Board shall cease for\n          any reason to constitute at least 50% of the\n          members of the Board; or\n\n                    (d)  the sale, lease or other\n          disposition of all or a substantial part of the\n          Company's assets in one transaction or a series of\n          related transactions.\n\n          \"Closing\" shall have the meaning ascribed thereto in\nSection 1.2.\n\n          \"Code\" shall mean the Internal Revenue Code of 1986, as\namended.\n\n          \"Commission\" shall mean the Securities and Exchange\nCommission.\n\n          \"Common Stock\" shall have the meaning ascribed thereto\nin the recitals.\n\n          \"Confidential Information\" shall have the meaning\nascribed thereto in Section 7.13.\n\n          \"Consolidated\" or \"consolidated\", when used with\nreference to any financial term in this Agreement (but not when\nused with respect to any tax return or tax liability), shall mean\nthe aggregate for two or more Persons of the amounts signified by\nsuch term for all such Persons, with inter-company items\neliminated and, with respect to earnings, after eliminating the\nportion of earnings properly attributable to minority interests,\nif any, in the capital stock of any such Person or attributable\nto shares of preferred stock of any such Person not owned by any\nother such Person.\n\n          \"Contracts\" shall mean all agreements, contracts,\nleases, purchase orders, arrangements, commitments and licenses\nto which the Company or any Subsidiary is a party or by which the\nCompany or any Subsidiary is bound.\n\n          \"Conversion Price\" shall have the meaning ascribed\nthereto in Section 10.1.\n\n          \"Covered Damages\" means any and all costs, expenses,\ndamages or other liabilities resulting from any legal,\nadministrative or other proceedings arising out of the\nconsummation of the transactions contemplated hereby, other than\nsuch costs, expenses, damages or other liabilities resulting from\nthe violation by the Purchaser of any legal investment laws or\nother laws restricting or governing the Purchaser's investments\ngenerally, from the violation or alleged violation by the\nPurchaser of any of its agreements contained herein or from the\ngross negligence or willful misconduct of the Purchaser or any\nperson who controls the Purchaser.\n\n          \"Current Market Price\", when used with reference to\nshares of Common Stock or other securities on any date, shall\nmean the closing price per share of Common Stock or such other\nsecurities on such date and, when used with reference to shares\nof Common Stock or other securities for any period shall mean the\naverage of the daily closing prices per share of Common Stock or\nsuch other securities for such period.  If the Common Stock or\nsuch other securities are listed or admitted to trading on a\nnational securities exchange, the closing price shall be the last\nsale price, regular way, or, in case no such sale takes place on\nsuch day, the average of the closing bid and asked prices,\nregular way, in either case as reported in the principal\nconsolidated transaction reporting system with respect to\nsecurities listed or admitted to trading on the New York Stock\nExchange or, if the Common Stock or such other securities are not\nlisted or admitted to trading on the New York Stock Exchange, as\nreported in the principal consolidated transaction reporting\nsystem with respect to securities listed on the principal\nnational securities exchange on which the Common Stock or such\nother securities are listed or admitted to trading or, if the\nCommon Stock or such other securities are not so listed on any\nnational securities exchange, as reported in the transaction\nreporting system applicable to securities designated as a\n\"national market system security\" or NASDAQ.  If the Common Stock\nor such other securities are not publicly held or so listed or\ndesignated, \"Current Market Price\" shall mean the Fair Market\nValue per share of Common Stock or of such other securities as\ndetermined in good faith by the Board of Directors of the Company\nbased on an opinion of an independent investment banking firm\nwith an established national reputation with respect to the\nvaluation of securities.\n\n          \"Designated Senior Indebtedness\" means at any time any\nissue of Senior Indebtedness having a principal amount due and\npayable upon maturity or upon any acceleration thereof at such\ntime of at least $20,000,000.\n\n          \"Equity Securities\" shall mean with respect to any\nPerson, shares of capital stock or other equity interest of such\nPerson, and any rights, options or warrants to purchase stock or\nother securities exchangeable for or convertible into capital\nstock of or other equity interest in such Person.\n\n          \"Employee Plan\" shall have the meaning ascribed thereto\nin Section 2.11.\n\n          \"ERISA\" shall mean the Employee Retirement Income\nSecurity Act of 1974, as amended.\n\n          \"ERISA Affiliate\" shall have the meaning ascribed\nthereto in Section 2.11.\n\n          \"Event of Default\" shall mean each of the happenings or\ncircumstances enumerated in Section 8.1.\n\n          \"Exchange Act\" shall mean the Securities Exchange Act\nof 1934, as amended, or any successor federal statute, and the\nrules and regulations of the Commission thereunder, all as the\nsame shall be in effect at the time.  Reference to a particular\nsection of the Securities Exchange Act of 1934, as amended, shall\ninclude reference to the comparable section, if any, of any such\nsuccessor federal statute.\n\n          \"Extraordinary Transaction\" shall mean any merger or\nconsolidation or other business combination transaction or\nreorganization or dissolution or liquidation of the Company or\nany sale or other disposition of all or a substantial part of the\nassets of the Company.\n\n          \"Fair Market Value\" shall mean, as to shares of Common\nStock or any other securities of the Company or any other issuer\nwhich are publicly traded, the average of the Current Market\nPrices of such shares or securities during the period of five\nconsecutive trading days preceding the date as of which the Fair\nMarket Value of a security is to be determined.  The \"Fair Market\nValue\" of any security which is not publicly traded or of any\nother property shall mean the fair value thereof as determined by\nan independent investment banking or appraisal firm experienced\nin the valuation of such securities or property selected in good\nfaith by the Board of Directors of the Company or a committee\nthereof.\n\n          \"GCL\" shall have the meaning ascribed thereto in\nSection 2.2.\n\n          \"Governmental Entity\" shall mean any supernational,\nnational, foreign, federal, state or local judicial, legislative,\nexecutive, administrative or regulatory body or authority.\n\n          \"Guarantee\" by any Person shall mean all obligations\n(other than endorsements in the ordinary course of business of\nnegotiable instruments for deposit or collection) of any Person\nguaranteeing, or in effect guaranteeing, any Indebtedness,\ndividend or other obligation of any other Person (the \"primary\nobligor\") in any manner, whether directly or indirectly,\nincluding, without limitation, all obligations incurred through\nan agreement, contingent or otherwise, by such Person: (i) to\npurchase such Indebtedness or obligation or any property or\nassets constituting security therefor, (ii) to advance or supply\nfunds (x) for the purchase or payment of such Indebtedness or\nobligation, (y) to maintain working capital or other balance\nsheet condition or otherwise to advance or make available funds\nfor the purchase or payment of such Indebtedness or obligation,\n(iii) to lease property or to purchase securities or other\nproperty or services primarily for the purpose of assuring the\nowner of such Indebtedness or obligation of the ability of the\nprimary obligor to make payment of such Indebtedness or\nobligation, or (iv) otherwise to assure the owner of the\nIndebtedness or obligation of the primary obligor against loss in\nrespect thereof.  For the purposes of any computations made under\nthis Agreement, a Guarantee in respect of any Indebtedness for\nborrowed money shall be deemed to be Indebtedness equal to the\noutstanding amount of the Indebtedness for borrowed money which\nhas been guaranteed, and a Guarantee in respect of any other\nobligation or liability or any dividend shall be deemed to be\nIndebtedness equal to the maximum aggregate amount of such\nobligation, liability or dividend.\n\n          \"HSR Act\" shall mean the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended, and the rules and\nregulations thereunder.\n\n          \"HSR Notification\" shall mean the notification of the\nparticular transaction pursuant to the requirements of the HSR\nAct.\n\n          \"Incumbent Board\" shall mean the individuals who,\nimmediately after the Closing, constitute the Board of Directors\nof the Company (including the Original Purchaser Designee);\nprovided, however, that any individual becoming a director\nsubsequent to the Closing whose election, or nomination for\nelection by the Company's stockholders, was approved by a vote of\nat least a majority of the directors then comprising the\nIncumbent Board shall be deemed to be a member of the Incumbent\nBoard.\n\n          \"Indebtedness\" shall mean, with respect to any Person,\n(i) all obligations of such Person for borrowed money, or with\nrespect to deposits or advances of any kind, (ii) all obligations\nof such Person evidenced by bonds, debentures, notes or similar\ninstruments, (iii) all obligations of such Person under\nconditional sale or other title retention agreements relating to\nproperty purchased by such Person, (iv) all obligations of such\nPerson issued or assumed as the deferred purchase price of\nproperty or services (other than accounts payable to suppliers\nand similar accrued liabilities incurred in the ordinary course\nof business and paid in a manner consistent with industry\npractice), (v) all Indebtedness of others secured by (or for\nwhich the holder of such Indebtedness has an existing right,\ncontingent or otherwise, to be secured by) any lien or security\ninterest on property owned or acquired by such Person whether or\nnot the obligations secured thereby have been assumed, (vi) all\nCapitalized Lease Obligations of such Person, (vii) all\nGuarantees of such Person, (viii) all obligations (including but\nnot limited to reimbursement obligations) relating to the\nissuance of letters of credit for the account of such Person,\n(ix) all obligations arising out of foreign exchange contracts,\nand (x) all obligations arising out of interest rate and currency\nswap agreements, cap, floor and collar agreements, interest rate\ninsurance, currency spot and forward contracts and other\nagreements or arrangements designed to provide protection against\nfluctuations in interest or currency exchange rates.\n\n          \"Initial Principal Balance\" shall have the meaning\nascribed thereto in Section 1.1 (as it may be adjusted in Section\n1.4).\n\n          \"Intellectual Property\" shall have the meaning ascribed\nthereto in Section 2.12(b).\n\n          \"Issue Date\" shall have the meaning ascribed thereto in\nSection 1.2.\n\n          \"Junior Indebtedness\" shall have the meaning ascribed\nthereto in Section 11.1.\n\n          \"Law\" shall include any foreign, federal, state, or\nlocal law, statute, ordinance, rule, regulation, order, judgment\nor decree.\n\n          \"Material\" shall mean material in relation to the\nproperties, business, prospects, operations, earnings, assets,\nliabilities or condition (financial or otherwise) of the Company\nand its Subsidiary taken as a whole, whether or not in the\nordinary course of business.\n\n          \"Material Adverse Change\" shall mean a change that has\na Material Adverse Effect.\n\n          \"Material Adverse Effect\" shall mean a material adverse\neffect on properties, business, prospects, operations, earnings,\nassets, liabilities or the condition (financial or otherwise) of\nthe Company and its Subsidiary taken as a whole, whether or not\nin the ordinary course of business.\n\n          \"Multiemployer Plan\" shall have the meaning ascribed\nthereto in Section 2.11.\n\n          \"Net Income\" shall mean, for any period, the net\nearnings income (or loss) after taxes of the Company and its\nSubsidiaries on a consolidated basis for such period taken as a\nsingle accounting period determined in accordance with generally\naccepted accounting principles.\n\n          \"Net Worth\" shall mean at any time the consolidated\nstockholders' equity of the Company and its Subsidiaries at such\ntime determined in accordance with generally accepted accounting\nprinciples consistently applied plus the outstanding principal\nbalance of the Notes.\n\n          \"Notes\" shall have the meaning ascribed thereto in the\nrecitals.\n\n          \"Note Register\" shall have the meaning ascribed thereto\nin Section 4.2.\n\n          \"Original Purchaser Designee\" shall have the meaning\nascribed thereto in Section 6.16.\n\n          \"outstanding\" shall mean when used with reference to\nthe Notes at a particular time, all Notes theretofore issued as\nprovided in this Agreement, except (i) Notes theretofore reported\nas lost, stolen, damaged or destroyed, or surrendered for\ntransfer, exchange or replacement, in respect to which\nreplacement Notes have been issued, (ii) Notes theretofore paid\nin full, and (iii) Notes therefore cancelled by the Company,\nexcept that, for the purpose of determining whether holders of\nthe requisite principal amount of Notes have made or concurred in\nany waiver, consent, approval, notice or other communication\nunder this Agreement, Notes registered in the name of, or owned\nbeneficially by, the Company or any Subsidiary of any thereof,\nshall not be deemed to be outstanding.\n\n          \"PBGC\" shall mean the Pension Benefit Guaranty\nCorporation, or any successor thereto.\n\n          \"Pension Plan\" shall mean any multiemployer plan or\nsingle employer plan, as defined in Section 4001 of ERISA, that\nis subject to Title IV of ERISA, that the Company, any Subsidiary\nor any ERISA Affiliate maintains or is or ever has been obligated\nto contribute to for the benefit of employees or former employees\nof the Company, any Subsidiary or any ERISA Affiliate.\n\n          \"Person\" shall mean any individual, firm, corporation,\nlimited liability company, partnership, company or other entity,\nand shall include any successor (by merger or otherwise) of such\nentity.\n\n          \"Purchase Price\" shall have the meaning ascribed\nthereto in Section 1.1.\n\n          \"Purchaser Designee\" shall have the meaning ascribed\nthereto in Section 7.2.\n\n          \"Redemption Price\" shall mean, in the case of a\nredemption effective pursuant to Section 9.1, the applicable\npercentage of principal set forth in the table included in\nSection 9.1, and, in the case of a redemption effected pursuant\nto Section 9.3, the applicable percentage of principal set forth\nin the table included in Section 9.3.\n\n          \"Registration Rights Agreement\" shall mean the\nRegistration Rights Agreement dated the date hereof between the\nPurchaser and the Company.\n\n          \"Representatives\" shall have the meaning ascribed\nthereto in Section 7.4.\n\n          \"SEC Reports\" shall have the meaning ascribed thereto\nin Section 2.4.\n\n          \"Securities\" shall have the meaning ascribed thereto in\nthe recitals.\n\n          \"Securities Act\" shall mean the Securities Act of 1933,\nas amended, or any successor federal statute, and the rules and\nregulations of the Commission thereunder, all as the same shall\nbe in effect at the time.  Reference to a particular section of\nthe Securities Act shall include reference to the comparable\nsection, if any, of such successor federal statute.\n\n          \"Senior Indebtedness\" shall mean, as of any date as of\nwhich the amount thereof is to be determined, the principal of\nand premium, if any, and interest due on (a) any Indebtedness for\nmoney borrowed from banks and institutional lenders, whether\noutstanding on the date of this Agreement or thereafter created,\nincurred or assumed, except for any such Indebtedness that by the\nterms of the instrument or instruments by which such indebtedness\nwas created or incurred expressly provides that it (i) is\nsubordinated in right of payment to the Notes or (ii) ranks pari\npassu in right of payment with the Notes and (b) any amendments,\nrenewals, extensions, modifications and refundings of any such\nIndebtedness.\n\n          \"Senior Indebtedness Representative\" means the trustee,\nagent or other representative for holders of all or any of the\nSenior Indebtedness, if any, designated in the indenture,\nagreement or other document creating, evidencing or governing\nsuch Senior Indebtedness or pursuant to which it was issued, or\notherwise duly designated by the holders of such Senior\nIndebtedness.\n\n          \"Shares\" shall have the meaning ascribed thereto in the\nrecitals.\n\n          \"Significant Subsidiary\" shall have the meaning\nascribed thereto in Rule 1-02 of Regulation S-X under the\nExchange Act.\n\n          \"Standstill Termination Event\" shall have the meaning\nascribed thereto in Section 7.1.\n\n          \"Strategic Alliance Investor\" shall mean a Person with\nwhich the Company has a material business relationship (separate\nfrom such Person's investment in Equity Securities of the\nCompany) involving the development, purchase or sale of products\nor services with, to or from the Company or any Subsidiary or the\njoint ownership with the Company or any Subsidiary of any other\nPerson or of any material assets relating to the business of the\nCompany.\n\n          \"Subsidiary\" of any Person shall mean any corporation\nor other entity of which a majority of the voting power or the\nvoting equity securities or equity interest is owned, directly or\nindirectly, by such Person.\n\n          \"Taxes\" shall mean all federal, state, local or foreign\ntaxes, including but not limited to income, gross receipts,\nwindfall profits, value added, severance, property, production,\nsales, use, license, excise, franchise, employment, withholding\nor similar taxes, together with any interest, additions or\npenalties with respect thereto and any interest in respect of\nsuch additions or penalties.\n\n          \"Total Indebtedness\" shall mean consolidated\nIndebtedness of the Company and all of its Subsidiaries\ndetermined in accordance with generally accepted accounting\nprinciples excluding the principal amount of the Notes.\n\n          \"Trading Day\" shall mean a Business Day or, if the\nCommon Stock is listed or admitted to trading on any national\nsecurities exchange, a day on which such exchange is open for the\ntransaction of business.\n\n          \"Transaction\" shall have the meaning ascribed thereto\nin Section 10.6.\n\n          \"Transaction Documents\" shall mean this Agreement, the\nNotes and the Registration Rights Agreement.\n\n          \"Transfer\" shall have the meaning ascribed thereto in\nSection 7.9.\n\n          \"Transfer Agent\" shall have the meaning ascribed\nthereto in Section 10.2.\n\n          \"Transferor\" shall have the meaning ascribed thereto in\nSection 7.10.\n\n          \"Voting Securities\" shall mean at any time shares of\nany class of capital stock of the Company (or other corporation)\nwhich are then entitled to vote generally in the election of\ndirectors of the Company (or such other corporation).\n\n          12.2.     Accounting Principles.  The character or\namount of any asset, liability, capital account or reserve and of\nany item of income or expense required to be determined pursuant\nto this Agreement, and any consolidation or other accounting\ncomputation required to be made pursuant to this Agreement, and\nthe construction of any definition in this Agreement containing a\nfinancial term, shall be determined or made, as the case may be,\nin accordance with generally accepted accounting principles, to\nthe extent applicable, unless such principles are inconsistent\nwith the express requirements of this Agreement.\n\n     13.  MISCELLANEOUS\n\n          13.1. Payments.  The Company agrees that, so long as\nthe Purchaser shall hold any Securities, it will make all cash\ninterest or dividend payments thereon in immediately available\nfunds in such manner as the Purchaser may reasonably request in\nwriting.  Anything in this Agreement or the Notes to the contrary\nnotwithstanding, any payment of principal of or interest on any\nNote that is due on a date other than a Business Day shall be\nmade on the next succeeding Business Day.  If the date for\npayment is extended to the next succeeding Business Day by reason\nof the preceding sentence, the period of such extension will be\nincluded in the computation of the interest payable on such next\nsucceeding Business Day.\n\n          13.2. Severability.  If any term, provision, covenant\nor restriction of this Agreement or any exhibit hereto is held by\na court of competent jurisdiction to be invalid, void or\nunenforceable, the remainder of the terms, provisions, covenants\nand restrictions of this Agreement and such exhibits shall remain\nin full force and effect and shall in no way be affected,\nimpaired or invalidated.  It is hereby stipulated and declared to\nbe the intention of the parties that they would have executed the\nremaining terms, provisions, covenants and restrictions without\nincluding any of such which may be hereafter declared invalid,\nvoid or unenforceable.\n\n          13.3. Specific Enforcement.  The Purchaser, on the one\nhand, and the Company, on the other, acknowledge and agree that\nirreparable damage would occur in the event that any of the\nprovisions of this Agreement were not performed in accordance\nwith their specific terms or were otherwise breached.  It is\naccordingly agreed that the parties shall be entitled to an\ninjunction to prevent breaches of the provisions of this\nAgreement and to enforce specifically the terms and provisions\nhereof in any court of the United States or any state thereof\nhaving jurisdiction, this being in addition to any other remedy\nto which they may be entitled at Law or equity.\n\n          13.4. Entire Agreement.  This Agreement (including the\nSchedules and Exhibits hereto) contains the entire understanding\nof the parties with respect to the transactions contemplated\nhereby.\n\n          13.5. Counterparts.  This Agreement may be executed in\none or more counterparts, all of which shall be considered one\nand the same agreement, and shall become effective when one or\nmore of the counterparts have been signed by each party and\ndelivered to the other parties, it being understood that all\nparties need not sign the same counterpart.\n\n          13.6. Notices and other Communications.  All notices,\nconsents, requests, instructions, approvals, financial\nstatements, proxy statements, reports and other communications\nprovided for herein shall be deemed given, if in writing and\ndelivered personally, by telecopy or sent by registered mail,\npostage prepaid, if to:\n\n          If to CIDCO Incorporated, to:\n\n          CIDCO Incorporated\n          220 Cochrane Circle\n          Morgan Hill, CA  95037\n          Attention:  President\n\n          With a copy to:\n\n          Carter, Ledyard &amp; Milburn\n          2 Wall Street\n          New York, NY  10005\n\n          Attention:  James E. Abbott, Esq.\n\n          If to the Purchaser, to:\n\n          ID Holding Partnership, L.P.\n          c\/o Forstmann Little &amp; Co.\n          767 Fifth Avenue, 44th Floor\n          New York, NY  10153\n          Attention:  Mr. Steven B. Klinsky\n\n          With a copy to:\n\n          Fried, Frank, Harris, Shriver &amp; Jacobson\n          One New York Plaza\n          New York, NY  10004\n          Attention:  F. William Reindel, Esq.\n\nor to such other address as any party may, from time to time,\ndesignate in a written notice given in a like manner.\n\n          13.7. Amendments.  This Agreement may be amended as to\nthe Purchaser, any holder of the Securities and their respective\nsuccessors and assigns, and the Company may take any action\nherein prohibited, or omit to perform any act required to be\nperformed by it, if the Company shall obtain the written consent\nof the registered holders of not less than a majority of the\noutstanding principal amount of the Notes (treating any Notes\nthat shall have been converted pursuant to Article 10 as still\noutstanding and the holders of the shares of Common Stock issued\nupon such conversion as holding the aggregate principal amount of\nNotes surrendered in the conversion).  This Agreement may not be\nwaived, changed, modified, or discharged orally, but only by an\nagreement in writing signed by the party or parties against whom\nenforcement of any waiver, change, modification or discharge is\nsought or by parties with the right to consent to such waiver,\nchange, modification or discharge on behalf of such party.\n\n          13.8. Cooperation; Further Assurances.\n\n                (a) The Purchaser and the Company agree to take,\nor cause to be taken, all such further or other actions as shall\nreasonably be necessary to make effective and consummate the\ntransactions contemplated by this Agreement.\n\n                (b) The Purchaser shall vote the shares of\nVoting Securities owned by the Purchaser, and the Purchaser and\nthe Company shall take all other actions, necessary to ensure\nthat the Certificate of Incorporation and By-Laws of the Company\ndo not at any time conflict with the provisions of this\nAgreement.\n\n          13.9. Successors and Assigns.  All covenants and\nagreements contained herein shall bind and inure to the benefit\nof the parties hereto and their respective successors and\nassigns, it being understood however that the covenants set forth\nin Sections 6.15 and 6.16 shall not inure to the benefit of any\nassignee of the Purchasers other than Affiliates of the Purchaser\nand the restrictions contained in Article 7 shall not be\napplicable to any subsequent holder of the Securities (other than\nAffiliates of the Purchaser).\n\n          13.10.    Expenses.  (a)  The Company shall pay (x) all\nreasonable costs and expenses of Purchaser and each Person who\ncontrols the Purchaser (including, without limitation, their\nrespective fees and expenses of their counsel and accountants)\nand (y) indemnify the Purchaser and each Person who controls the\nPurchaser from all Covered Damages, in each case incurred in\nconnection with the negotiation, execution and delivery of the\nTransaction Documents and the consummation of the transactions\ncontemplated thereby up to a maximum amount, in the case of\nclause (x) above, of $500,000; provided that the Company shall\nhave no obligation to make such payment if Purchaser declines to\nconsummate the transactions contemplated hereby in breach of this\nAgreement.  The Company further agrees to pay to holders of\nSecurities all reasonable costs and expenses relating to any\nfuture amendment or supplement to any of the Transaction\nDocuments or any of the Securities (or any proposal by the\nCompany for such amendment or supplement) whether or not\nconsummated or any waiver or consent with respect thereto (or any\nproposal for such waiver or consent) whether or not consummated,\nand all costs and expenses of the holders of Securities relating\nto the enforcement of any of the Transaction Documents.\n\n          13.11.    Adjustments.  In the event that any capital\nstock or other securities are issued in respect of, in exchange\nfor, or in substitution of, any Common Stock by reason of any\nreorganization, recapitalization, reclassification, merger,\nconsolidation, spin-off, partial or complete liquidation, stock\ndividend, split-up, sale of assets, distribution to stockholders\nor combination of the shares of Common Stock or any other change\nin the Company's capital structure, appropriate adjustments shall\nbe made to the number of shares of Common Stock referred to in\nSections 6.20 and 10.6(b) in this Agreement so as to fairly and\nequitably reflect such change in the Common Stock or the\nCompany's capital structure.\n\n          13.12.    Indemnification.  Each party (an\n\"Indemnifying Party\") hereto agrees to indemnify and hold\nharmless the other party (an \"Indemnified Party\") against and in\nrespect of any and all claims, demands, losses, costs, expenses,\nobligations, liabilities, damages, recoveries, and deficiencies,\nincluding reasonable attorneys' fees, that such Indemnified Party\nshall incur or suffer, that arise, result from, or relate to any\nbreach of, or failure by such Indemnifying Party to perform, any\nof its representations, warranties, covenants, or agreements set\nforth in any of the Transaction Documents.\n\n          13.13.    Survival.  All covenants, agreements,\nrepresentations and warranties contained herein and in any\ncertificates delivered pursuant hereto in connection with the\ntransactions occurring on the Closing Date shall survive the\nclosing and the delivery of the Transaction Documents, regardless\nof any investigation made by or on behalf of any party.\n\n          13.14.    Transfer of Securities.  (a)  The Purchaser\nunderstands and agrees that the Securities have not been\nregistered under the Securities Act or the securities laws of any\nstate and that they may be sold or otherwise disposed of only in\none or more transactions registered under the Securities Act and,\nwhere applicable, such laws or transactions as to which an\nexemption from the registration requirements of the Securities\nAct and, where applicable, such laws are available.  The\nPurchaser acknowledges that, except as provided in the\nRegistration Rights Agreement, the Purchaser has no right to\nrequire the Company to register the Securities.  The Purchaser\nunderstands and agrees that each Note or certificate representing\nthe Securities shall bear the following legends:\n\n          \"THE TRANSFER OF [THE SECURITIES REPRESENTED BY THIS\n          CERTIFICATE] [THIS NOTE] IS RESTRICTED BY AND PURSUANT\n          TO A NOTE PURCHASE AGREEMENT DATED AS OF JUNE 7, 1996,\n          A COPY OF WHICH IS ON FILE AT THE OFFICES OF THE\n          CORPORATION.\"\n\n          \"[THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE]\n          [THIS NOTE HAS] NOT BEEN REGISTERED UNDER THE\n          SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY\n          STATE AND MAY NOT BE SOLD OR OTHERWISE DISPOSED OF\n          EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT\n          UNDER SUCH ACT AND APPLICABLE STATE SECURITIES LAWS OR\n          AN APPLICABLE EXEMPTION TO THE REGISTRATION\n          REQUIREMENTS OF SUCH ACT OR SUCH LAWS.\"\n\n          13.15.    GOVERNING LAW.  THIS AGREEMENT AND THE NOTES\nSHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH, AND THE\nRIGHTS OF THE PARTIES SHALL BE GOVERNED BY, THE LAW OF THE STATE\nOF NEW YORK EXCLUDING CHOICE-OF-LAW PRINCIPLES OF THE LAW OF SUCH\nSTATE THAT WOULD REQUIRE THE APPLICATION OF THE LAWS OF A\nJURISDICTION OTHER THAN SUCH STATE.\n\n          13.16.    Submission to Jurisdiction.  If any action,\nproceeding or litigation shall be brought by the Purchaser in\norder to enforce any right or remedy under this Agreement or any\nof the Notes, the Company hereby consents and will submit, and\nwill cause each of its Subsidiaries to submit, to the\njurisdiction of any state or federal court of competent\njurisdiction sitting within the area comprising the Southern\nDistrict of New York on the date of this Agreement.  The Company\nhereby irrevocably waives any objection, including, but not\nlimited to, any objection to the laying of venue or based on the\ngrounds of forum non conveniens, which it may now or hereafter\nhave to the bringing of any such action, proceeding or litigation\nin such jurisdiction.\n\n          13.17.    Service of Process.  Nothing herein shall\naffect the right of any holder of a Note to serve process in any\nother manner permitted by law or to commence legal proceedings or\notherwise proceed against the Company in any other jurisdiction.\n\n          13.18.    WAIVER OF JURY TRIAL.  THE COMPANY HEREBY\nWAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY\nACTION, PROCEEDING OR LITIGATION DIRECTLY OR INDIRECTLY ARISING\nOUT OF, UNDER OR IN CONNECTION WITH, THIS AGREEMENT OR ANY OF THE\nNOTES.\n\n          13.19.    Public Announcements.  Neither the Company\nnor the Purchaser shall make any public statements, including,\nwithout limitation, any press releases, with respect to this\nAgreement and the transactions contemplated hereby without the\nprior written consent of the other party (which consent shall not\nbe unreasonably withheld) except as may be required by law.  If a\npublic statement is required to be made by law, the parties shall\nconsult with each other in advance as to the contents and timing\nthereof.\n\n          13.20.    Signatures.  This Agreement shall be\neffective upon delivery of original signature pages or facsimile\ncopies thereof executed by each of the parties hereto.\n\n          IN WITNESS WHEREOF, the Company and the Purchaser have\ncaused this Agreement to be executed and delivered by their\nrespective officers or partners thereunto duly authorized.\n\n                                 CIDCO INCORPORATED\n\n\n                                 By:\n                                   -----------------------------\n                                  Name:\n                                       -------------------------\n                                  Title:\n                                        ------------------------\n\n\n                                 ID HOLDING PARTNERSHIP, L.P.\n\n                                 By: FLC XXX Partnership,\n                                     its general partner\n\n                                     By:\n                                        -------------------------\n                                        a general partner\n\n\n                                 ID PARTNERSHIP, L.P.\n\n\n                                 By: FLC XXIX Partnership,\n                                     a general partner\n\n                                     By:\n                                        -------------------------\n                                        \n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7093],"corporate_contracts_industries":[9516],"corporate_contracts_types":[9560,9567],"class_list":["post-41179","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-cidco-inc","corporate_contracts_industries-telecommunications__equipment","corporate_contracts_types-finance","corporate_contracts_types-finance__loan"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41179","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41179"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41179"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41179"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41179"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}