{"id":43709,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/stock-purchase-agreement-schuff-steel-co-and-six-industries.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"stock-purchase-agreement-schuff-steel-co-and-six-industries","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/planning\/stock-purchase-agreement-schuff-steel-co-and-six-industries.html","title":{"rendered":"Stock Purchase Agreement &#8211; Schuff Steel Co. and Six Industries Inc."},"content":{"rendered":"<pre>\n                            STOCK PURCHASE AGREEMENT\n\n                                  by and among\n\n                                  Wayne Harris\n\n                                  as \"Seller,\"\n\n                              Schuff Steel Company\n\n                                   as \"Buyer,\"\n\n                                       and\n\n                              Six Industries, Inc.\n\n                                as the \"Company\"\n\n                              as of August 12, 1998\n   2\n                                TABLE OF CONTENTS\n\n                                                                            PAGE\n\n\nARTICLE I\n         DEFINITIONS...........................................................1\n         1.1      Defined Terms. ..............................................1\n         1.2      Other Defined Terms..........................................4\n\nARTICLE II\n         SALE AND TRANSFER OF SHARES...........................................5\n         2.1      Transfer of Shares. .........................................5\n         2.2      Purchase Price...............................................5\n         2.3      Holdback Note................................................6\n         2.4      Transfer Taxes and Fees......................................6\n\nARTICLE III\n         CLOSING...............................................................6\n         3.1      Closing. ....................................................6\n         3.2      Conveyances at Closing.......................................6\n\nARTICLE IV\n         REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE\n         COMPANY...............................................................7\n         4.1      Organization of the Company. ................................7\n         4.2      Subsidiaries.  ..............................................7\n         4.3      Authorization................................................8\n         4.4      No Violation; Consents.......................................8\n         4.5      Capitalization...............................................9\n         4.6      Financial Statements. ......................................10\n         4.7      No Change in the Assets.....................................10\n         4.8      Liabilities.................................................10\n         4.9      Assets; Absence of Encumbrances.............................10\n         4.10     Real Property...............................................11\n         4.11     Receivables.................................................12\n         4.12     Inventory and Equipment. ...................................12\n         4.13     Contracts and Commitments...................................12\n         4.14     Books and Records...........................................13\n         4.15     Litigation. ................................................14\n   3\n         4.16     Labor Matters. .............................................14\n         4.17     Compliance with Law. .......................................14\n         4.18     No Brokers. ................................................15\n         4.19     No Other Agreements to Sell the Company. ...................15\n         4.20     Proprietary Rights..........................................15\n         4.21     Tax Matters.................................................16\n         4.22     Employees and Employee Benefits.............................18\n         4.23     ERISA Representations.......................................20\n         4.24     Compliance With Environmental Laws..........................22\n         4.25     Insurance...................................................25\n         4.26     Affiliate Transactions......................................26\n         4.27     Disclosure..................................................26\n\nARTICLE V\n         REPRESENTATIONS AND WARRANTIES OF BUYER..............................27\n         5.1      Representations and Warranties of Buyer. ...................27\n\nARTICLE VI\n         GENERAL COVENANTS OF BUYER, THE COMPANY AND SELLER...................28\n         6.1      Further Assurances..........................................28\n         6.2      Environmental Assessments and Remediation.  ................28\n         6.3      Notification.  .............................................28\n\nARTICLE 7\n         CONDUCT OF COMPANY AND BUYER PENDING THE CLOSING.....................29\n         7.1      Company and Seller Covenants................................29\n         7.2      Certain Closing Covenants...................................30\n         7.3      No Negotiations.............................................31\n         7.4      Public Announcements........................................31\n         7.5      Confidentiality.............................................31\n         7.6      Tax Matters.................................................31\n\nARTICLE VIII\n         CONDITIONS TO SELLERS' OBLIGATIONS...................................32\n         8.1      Representations, Warranties and Covenants...................32\n         8.2      No Proceedings, Litigation or Laws..........................32\n         8.3      Certificates................................................32\n         8.4      Ancillary Agreements. ......................................32\n         8.5      Buyer Corporate Documents...................................32\n\n\n                                       ii\n   4\nARTICLE IX\n         CONDITIONS TO BUYER'S OBLIGATIONS....................................33\n         9.1      Representations, Warranties and Covenants...................33\n         9.2      Consents. ..................................................33\n         9.3      No Proceedings or Litigation................................33\n         9.4      Opinions of Counsel.........................................33\n         9.5      Certificates. ..............................................35\n         9.6      Ancillary Agreements........................................35\n         9.7      Release of Encumbrances.....................................35\n         9.8      No Material Changes. .......................................35\n         9.9      Corporate Documents. .......................................35\n         9.10     Completion of Environmental Remediation.....................35\n         9.11     Financial Statement Deliveries..............................36\n         9.12     Affiliate Loans.............................................36\n         9.13     Resignations................................................36\n         9.14     Repayment of Indebtedness...................................36\n         9.15     Title Matters...............................................36\n         9.16     Spousal Consent.............................................36\n\nARTICLE X\n         REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION......................37\n         10.1     Survival of Representations, Etc. ..........................37\n         10.2     Indemnification.............................................37\n\nARTICLE XI\n         ACTIONS BY SELLER AND BUYER AFTER THE CLOSING........................40\n         11.1     Cooperation and Records Retention...........................40\n\nARTICLE XII\n         MISCELLANEOUS........................................................40\n         12.1     Termination.................................................40\n         12.2     In the Event of Termination.................................41\n         12.3     Assignment. ................................................41\n         12.4     Notices. ...................................................41\n         12.5     Choice of Law. .............................................42\n         12.6     Entire Agreement; Amendments and Waivers....................43\n         12.7     Multiple Counterparts. .....................................43\n         12.8     Expenses. ..................................................43\n         12.9     Invalidity. ................................................43\n         12.10    Titles. ....................................................43\n\n\n                                       iii\n   5\n         12.11    Cumulative Remedies.........................................43\n         12.12    Arbitration. ...............................................43\n\n\n                                       iv\n   6\n                            STOCK PURCHASE AGREEMENT\n\n         This Stock Purchase Agreement (the \"Agreement\") is entered into as of\nAugust 12, 1998, by and among Schuff Steel Company, a Delaware corporation\n(\"Buyer\"), Wayne Harris (\"Seller\") and Six Industries, Inc., a Texas corporation\n(the \"Company\").\n\n                                    RECITALS\n\n         A. The Company is engaged in the businesses of steel fabrication.\n\n         B. Seller owns of record and beneficially all of the issued and\noutstanding shares of capital stock of the Company (the \"Shares\").\n\n         C. Buyer desires to purchase from Seller, and Seller desires to sell to\nBuyer, all of the Shares upon the terms and subject to the conditions of this\nAgreement, whereupon Buyer will own all of the capital stock in the Company. As\na result of such purchase, Buyer will acquire indirect ownership of the assets\nof the Company held by it at the Closing Date, including all of the Company's\nstock ownership in the Subsidiaries (as hereinafter defined) listed on Schedule\n4.2.\n\n                                    AGREEMENT\n\n         NOW THEREFORE, in consideration of the mutual covenants and promises\ncontained herein and for other good and valuable consideration, the receipt and\nadequacy of which is hereby acknowledged, the parties hereto agree as follows:\n\n                                    ARTICLE I\n                                   DEFINITIONS\n\n         1.1 Defined Terms. As used herein, the terms below shall have the\nfollowing meanings. Any of such terms, unless the context otherwise requires,\nmay be used in the singular or plural, depending upon the reference.\n\n                  1.1.1 \"Affiliate\" of any specified person means any other\nperson directly or indirectly controlling or controlled by or under direct or\nindirect common control with such specified person. For purposes of this\ndefinition, \"control,\" when used with respect to a specified person, means the\npower to direct the management and policies of such person, directly or\nindirectly, whether through the ownership of voting securities, by contract or\notherwise.\n\n                  1.1.2 \"Agreement\" shall have the meaning specified in the\nfirst paragraph of this Agreement.\n   7\n                  1.1.3 \"Ancillary Agreements\" shall mean the Employment and\nNoncompetition Agreement of Wayne Harris in the form of Exhibit B and the\nHoldback Note in the form of Exhibit A.\n\n                  1.1.4 \"Buyer\" shall have the meaning specified in the first\nparagraph of this Agreement.\n\n                  1.1.5 \"Code\" shall mean the Internal Revenue Code of 1986, as\namended, and the rules and regulations promulgated thereunder.\n\n                  1.1.6 \"Commission\" shall mean the Securities and Exchange\nCommission.\n\n                  1.1.7 \"Company\" shall have the meaning specified in the first\nparagraph of this Agreement, and shall include its Subsidiaries, except where\nthe context requires otherwise or except where otherwise defined.\n\n                  1.1.8 \"Contract\" shall mean any agreement, contract, note,\nbond, mortgage, indenture, loan, evidence of indebtedness, lease, sublease,\npurchase order, letter of credit, franchise arrangement, undertaking, covenant\nnot to compete, employment agreement, license, instrument, arrangement,\nobligation or commitment to which the Company is a party or is bound or to which\nits assets or properties are subject, whether oral or written.\n\n                  1.1.9 \"Encumbrance\" shall mean any claim, lien, pledge,\ncharge, easement, security interest, deed of trust, mortgage, option, right of\nfirst refusal, preemptive right, license right, right-of-way, patent\nreservation, encroachment, building or use restriction, conditional sales\nagreement or encumbrance, whether voluntarily incurred or arising by operation\nof law, and includes, without limitation, any agreement to give any of the\nforegoing in the future, and any contingent sale or other title retention\nagreement or lease in the nature thereof.\n\n                  1.1.10 \"ERISA\" shall mean the Employee Retirement Income\nSecurity Act of 1974, as amended.\n\n                  1.1.11 \"Exchange Act\" shall mean the Securities Exchange Act\nof 1934, as amended, and the rules and regulations promulgated thereunder.\n\n                  1.1.12 \"Facilities\" shall mean the buildings, offices,\nmaintenance and storage facilities, shops, plants, warehouses, improvements and\nother structures, together with all related fixtures, located at or on the Real\nProperty.\n\n                  1.1.13 \"HSR Act\" shall mean the Hart-Scott-Rodino Antitrust\nImprovements Act of 1976, as amended.\n\n                  1.1.14 \"including\" shall mean including without limitation by\nreason of enumeration.\n\n\n                                        2\n   8\n                  1.1.15 \"Knowledge\" as used in this Agreement in the phrase \"to\nthe knowledge of the Company,\" or words of similar import, means the knowledge,\nafter having conducted a reasonable investigation, of the executive officers of\nthe Company and of the persons within the Company responsible for the matters\naddressed, and the Seller.\n\n                  1.1.16 \"Leased Real Property\" shall mean all real property and\nimprovements thereon leased, subleased or otherwise occupied under assignment or\nsubassignment of a lease by the Company, including all rights, easements and\nprivileges appertaining or relating thereto.\n\n                  1.1.17 \"Material Adverse Effect\" or \"Material Adverse Change\"\nshall mean any material adverse effect or change in the condition (financial or\nother), business, results of operations, assets, liabilities, operations or\ncustomer, supplier or employee relations of the Company or on the ability of the\nSeller to consummate the transactions contemplated hereby, or any event,\ncondition or state of facts which could be reasonably expected, with the passage\nof time, to constitute a \"Material Adverse Effect\" or \"Material Adverse Change.\"\n\n                  1.1.18 \"Owned Real Property\" shall mean all real property and\nimprovements thereon owned by the Company, including all rights, easements and\nprivileges appertaining or relating thereto.\n\n                  1.1.19 \"Permits\" shall mean all licenses, permits, franchises,\napprovals, notifications, authorizations, consents or orders of, or filings\n(including, without limitation, periodic reports) with (including timely\nrenewals thereof), any governmental agency or authority, whether foreign,\nfederal, state or local, necessary or desirable for the conduct of, or relating\nto the operation of, the Company, its business or assets.\n\n                  1.1.20 \"Permitted Liens\" shall mean: (i) easements, covenants,\nrights of way or other restrictions which do not individually or in the\naggregate materially adversely affect the use or value of the property to which\nthey relate or to the operation of the business thereon; or (ii) liens for\ntaxes, assessments and other governmental charges which are not due and payable\nor which may thereafter be paid without penalty and which have been\nappropriately reserved for in the Financial Statements or the Closing Date\nBalance Sheet.\n\n                  1.1.21 \"person\" shall mean any natural person, corporation,\ngeneral or limited partnership, limited liability company, trust, sole\nproprietorship, or other entity, organization or association of any kind.\n\n                  1.1.22 \"Real Property\" shall mean the Leased Real Property and\nOwned Real Property (as such terms are herein defined).\n\n                  1.1.23 \"Representative\" shall mean any officer, director,\nprincipal, partner, manager, member, attorney, agent or other representative.\n\n\n                                        3\n   9\n                  1.1.24 \"Securities Act\" shall mean the Securities Act of 1933,\nas amended, and the rules and regulations promulgated thereunder.\n\n                  1.1.25 \"Seller\" shall have the meaning specified in the first\nparagraph of this Agreement.\n\n                  1.1.26 \"Shares\" shall have the meaning specified in Recital B.\n\n                  1.1.27 \"Subsidiary\" shall mean any entity or person in which\nthe Company owns, directly or indirectly, a controlling equity interest.\n\n                  1.1.28 \"Tax or Taxes\" shall mean any federal, state,\nprovincial, local, foreign, or other income, alternative minimum, accumulated\nearnings, personal holding company, franchise, capital stock, net worth,\ncapital, profits, windfall profits, gross receipts, value added, privilege,\nsales, use, goods and services, excise, customs duties, transfer, conveyance,\nmortgage, registration, stamp, documentary, recording, premium, severance,\nenvironmental (including taxes under Section 59A of the Code), real property,\npersonal property, escheat, ad valorem, intangibles, rent, occupancy, license,\noccupational, employment, unemployment insurance, social security, disability,\nworkers' compensation, payroll, health care, registration, withholding,\nestimated, or other tax, duty, or other governmental charge or assessment or\ndeficiencies relating thereto (including all interest and penalties thereon and\nadditions thereto, whether disputed or not).\n\n                  1.1.29 \"Tax Return\" shall mean any return, report,\ndeclaration, form, report, claim for refund, or information return or statement\nrelating to Taxes, including any schedule or attachment thereto, and including\nany amendment thereof.\n\n         1.2 Other Defined Terms. The following terms shall have the meanings\nascribed to them in the Sections set forth below:\n\n                  Term                                                   Section\n                  ----                                                   -------\n\n         Purchase Price..................................................2.2.1\n         Holdback Note...................................................2.3\n         GAAP............................................................2.2\n         Closing.........................................................3.1\n         Closing Date....................................................3.1\n         Financial Statements............................................4.6\n         Leases..........................................................4.10.3\n         Action..........................................................4.15\n         Proprietary Rights..............................................4.20.1\n         Benefit Arrangement.............................................4.22.1\n         Employee Plans..................................................4.22.1\n         ERISA Affiliate.................................................4.22.1\n\n\n                                        4\n   10\n         Multiemployer Plan..............................................4.22.1\n         PBGC............................................................4.22.1\n         Pension Plan....................................................4.22.1\n         Welfare Plan....................................................4.22.1\n         Release.........................................................4.24.3\n         Hazardous Substance.............................................4.24.4\n         CERCLA..........................................................4.24.5\n         Environmental Laws..............................................4.24.5\n         Environmental Conditions........................................4.24.13\n         Closing Certificate.............................................9.11\n         SEC.............................................................9.12\n         Pending Claims..................................................10.2.1\n         Damages.........................................................11.2.1\n         Claim...........................................................11.2.4\n         Claim Notice....................................................11.2.4\n\n\n                                   ARTICLE II\n                           SALE AND TRANSFER OF SHARES\n\n         2.1 Transfer of Shares. Upon the terms and subject to the conditions\ncontained herein, at the Closing, Seller will sell, convey, transfer, assign and\ndeliver to Buyer, and Buyer will acquire from Seller, the Shares, free and clear\nof all Encumbrances, for the consideration specified in Section 2.2.\n\n         2.2 Purchase Price.\n\n                  2.2.1 Purchase Price. At the Closing, upon the terms and\nsubject to the conditions set forth herein, Buyer shall pay to Sellers in\nconsideration for and against delivery of the Shares, the sum of (i) $16.0\nmillion, plus (ii) the amount of the Company's cash on hand at the Closing as\nshown on the Closing Date Balance Sheet and less (iii) the long-term\nindebtedness of the Company (including the current portion thereof), capital\nleases and other similar long-term obligations as shown on the Closing Date\nBalance Sheet (the sum of clauses (i), (ii) and (iii) are referred to herein as\nthe \"Purchase Price\"); provided, that the Purchase Price shall be subject to\nreduction on a dollar for dollar basis based upon any transfer or build up of\ncash in violation of Section 7.1.1 hereof which has the effect of increasing\ncash on hand at closing. For purposes hereof, cash shall mean cash and cash\nequivalents, as determined in accordance with generally accepted accounting\nprinciples (\"GAAP\") applied on a consistent basis with the Financial Statements.\n\n                  2.2.2 Form of Consideration. The Purchase Price shall be paid\nto Seller in immediately available funds at the Closing, except for $1.5\nmillion, which shall be paid to Seller in the form of the Holdback Note as\ndescribed in Section 2.3.\n\n\n                                        5\n   11\n         2.3 Holdback Note. Of the Purchase Price, $1.5 million shall be in the\nform of a promissory note payable to the Seller in the form of Exhibit A hereto\n(the \"Holdback Note\"). The Holdback Note shall be due and payable to the Seller\nas follows: (i) on the first anniversary of the Closing, Buyer shall make an\ninitial principal payment to the Seller in an amount equal to $750,000, and (ii)\non the second anniversary of the Closing, Buyer shall make a second principal\npayment to the Seller in an amount equal to $750,000, in each case subject to\nany unresolved pending claims made by Buyer in accordance with Article X hereof,\nany claims under Article X resolved in favor of Buyer, or any Purchase Price\nadjustments under Article X in favor of Buyer. Interest on the Holdback Note\nshall accrue at the floating prime rate of Wells Fargo Bank, N.A., as such rate\nshall exist from time to time. Accrued and unpaid interest on the Holdback Note\non amounts not subject to claims, pending or resolved, shall be paid annually on\neach anniversary of the Closing. Any amounts held back by Buyer but ultimately\npaid to the Seller shall also include interest at the rate specific in the\nHoldback Note through the date of payment. No interest shall be due on the\nprincipal of the Holdback Note to the extent the principal is reduced pursuant\nto a claim or purchase price adjustment.\n\n         2.4 Transfer Taxes and Fees. The parties contemplate that no\ndocumentary or transfer taxes or sales, use, transaction privilege or other\nsimilar taxes will be imposed by reason of the transfer of Shares provided\nhereunder. If any such tax is imposed, however, Seller shall bear the\nresponsibility for such tax. Seller shall pay the fees and costs of recording or\nfiling all UCC termination statements and other releases of Encumbrances, and\nany fees or costs in obtaining any necessary consents.\n\n                                   ARTICLE III\n                                     CLOSING\n\n         3.1 Closing. The Closing of the transactions contemplated herein (the\n\"Closing\") shall be held at the offices of Snell &amp; Wilmer L.L.P., One Arizona\nCenter, Phoenix, Arizona on August 31, 1998 or at a time and place as the\nparties shall mutually agree (the \"Closing Date\").\n\n         3.2 Conveyances at Closing.\n\n                  3.2.1 Seller's Delivery Obligations. To effect the sale and\ntransfer of the Shares, Seller will, at the Closing, execute (or cause to be\nexecuted by any other party thereto other than Buyer) and deliver to Buyer:\n\n                           3.2.1.1 certificates evidencing the Shares, free and\nclear of any Encumbrances, duly endorsed in blank for transfer or accompanied by\nstock powers duly executed in blank;\n\n                           3.2.1.2 all Ancillary Agreements, including those\nrequired to be executed by the Seller;\n\n\n                                        6\n   12\n                           3.2.1.3 all certificates, opinions of counsel and\nother documents described in Article IX; and\n\n                           3.2.1.4 all Permits and any other third party\nconsents required for the valid transfer of the Shares as contemplated by this\nAgreement, or for the continued operation of the business of the Company\nfollowing such transfer.\n\n                  3.2.2 Buyer's Delivery Obligations. To effect the sale and\ntransfer referred to in Section 2.1 hereof, Buyer will, at the Closing, execute\nand deliver to Seller:\n\n                           3.2.2.1 the Purchase Price, including the Holdback\nNote;\n\n                           3.2.2.2 all Ancillary Agreements required to be\nexecuted by Buyer; and\n\n                           3.2.2.3 all certificates, opinions of counsel and\nother documents described in Article VIII.\n\n                  3.2.3 Form of Instruments. To the extent that a form of any\ndocument to be delivered hereunder is not attached as an Exhibit hereto, such\ndocuments shall be in form and substance, and shall be executed and delivered in\na manner, reasonably satisfactory to the recipient.\n\n                                   ARTICLE IV\n            REPRESENTATIONS AND WARRANTIES OF SELLERS AND THE COMPANY\n\n         Seller hereby represents and warrants to Buyer as follows, which\nrepresentations and warranties are, as of the date hereof, true and correct\n(except with respect to representations and warranties which are qualified by\nreference to Schedules, which shall not be deemed to be made until such\nSchedules are delivered in accordance with Section 9.17):\n\n         4.1 Organization of the Company. The Company is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nTexas. Copies of the Articles of Incorporation and Bylaws of the Company, and\nall amendments thereto, heretofore delivered to Buyer are accurate and complete\nas of the date hereof and are currently in effect without further amendment\nthereto, except as set forth therein. The Company is duly qualified or licensed\nto do business as a foreign corporation in good standing in the states set forth\nin Schedule 4.1, which are the only jurisdictions in which ownership of\nproperty, the employment of personnel or the conduct of its business requires\nsuch qualification, except where the failure to be so qualified or licensed\nwould not have a Material Adverse Effect on the Company.\n\n         4.2 Subsidiaries.\n\n                  4.2.1 List of Subsidiaries. Schedule 4.2 sets forth a complete\nand accurate list of all Subsidiaries. Except as set forth on Schedule 4.2, all\nof the Subsidiaries are, directly or\n\n\n                                        7\n   13\nindirectly, wholly-owned by the Company, free and clear of all Encumbrances.\nSchedule 4.2 also sets forth the jurisdiction of incorporation of each of the\nSubsidiaries, each jurisdiction in which each such Subsidiary is qualified or\nlicensed to do business, the number of shares of capital stock of such\nSubsidiary outstanding, and the ownership thereof.\n\n                  4.2.2. Capital Stock. Except as set forth on Schedule 4.2,\nthere are no outstanding (i) securities convertible into or exchangeable or\nexercisable for any Subsidiary's capital stock; (ii) options, warrants, calls or\nother rights with respect to the issued capital stock of any Subsidiary; (iii)\ncontracts, commitments, agreements, understandings or arrangements of any kind\nrelating to the issuance, sale, transfer, or assignment of any capital stock,\nconvertible or exchangeable securities or options, warrants or rights of any\nSubsidiary; or (iv) voting trust agreements or other contracts, agreements,\narrangements, commitments, plans, proxies or understanding restricting or\notherwise relating to conveyance, voting or dividend rights with respect to such\ncapital stock.\n\n                  4.2.3 Due Incorporation. Each Subsidiary has been duly\nincorporated and is validly existing and in good standing under the laws of the\nstate of its incorporation and is duly licensed or qualified to do business and\nin good standing in each state in which the ownership of property, the\nemployment of personnel or the character of its business requires it to do so,\nexcept where the failure to be so qualified or licensed would not have a\nMaterial Adverse Effect on the Company.\n\n         4.3 Authorization. Each of the Seller and the Company has full power\nand authority (corporate or other) to enter into this Agreement and the\nAncillary Agreements, as the case may be, and to carry out the transactions\ncontemplated hereby and thereby, and the board of directors, trustees, or any\ngoverning body or person of the Company and the Seller has taken all action\nrequired by law, its charter or other governing documents, as the case may be,\nor otherwise, to be taken by it to authorize the execution, delivery and\nperformance of this Agreement and the Ancillary Agreements, as the case may be,\nand the consummation of the transactions contemplated hereby and thereby. This\nAgreement is, and the Ancillary Agreements, when executed will be, the legal,\nvalid and binding obligations of each of the Seller and the Company or other\nparties thereto (other than Buyer), enforceable against each of them in\naccordance with their respective terms, except as limited by (i) bankruptcy,\ninsolvency, reorganization, moratorium or other similar laws relating to\ncreditors' rights generally or by equitable principles (whether considered in an\naction at law or in equity), and (ii) limitations imposed by federal or\napplicable state law or equitable principles upon the availability of specific\nperformance, injunctive relief or other equitable remedies. A copy of the\nresolutions of the Company's board of directors authorizing this Agreement and\nthe related transactions are attached hereto as Schedule 4.3.\n\n         4.4 No Violation; Consents. None of the execution, delivery and\nperformance of this Agreement and the Ancillary Agreements nor the consummation\nof the transactions contemplated hereby and thereby will (i) violate any\nprovision of the Articles of Incorporation or Bylaws of the Company, (ii)\nviolate, result in a breach of, conflict with, or constitute a default (or an\nevent which, with the giving of notice or lapse of time or both, would\nconstitute a default) or require any consent under, or give to others any right\nof termination, amendment, acceleration, suspension, revocation\n\n\n                                        8\n   14\nor cancellation with respect to, any Contract to which the Seller or the Company\nis a party or by which any of the Shares or any of the assets or properties of\nthe Company or the Seller are bound or affected (other than any instrument\ncreating, evidencing or securing indebtedness which will be repaid by the\nCompany prior to Closing), (iii) result in the creation or imposition of any\nEncumbrance upon any of the Shares or any property or assets of the Company or\nthe Seller under any agreement, commitment or other Contract to which the\nCompany or the Seller is a party or by which the Company or the Seller is bound\nor affected, or to which the property of the Company or the Seller is subject\n(other than any instrument creating, evidencing or securing indebtedness to be\nrepaid prior to Closing), or (iv) violate, conflict with or result in the breach\nof any statute or law or any judgment, decree, order, regulation or rule of any\ncourt or governmental authority to which the Seller, the Company, or any of\ntheir properties or assets are subject. Except as required under the HSR Act,\nand except as set forth on Schedule 4.4, no action, consent, approval or\nauthorization by or filing with any person or entity, including, without\nlimitation, any governmental authority, is required in connection with the\nexecution, delivery and performance by the Seller and the Company of this\nAgreement and the Ancillary Agreements, as the case may be, or the consummation\nby the Seller and the Company of the transactions contemplated by each of them\nherein and therein.\n\n         4.5 Capitalization.\n\n                  4.5.1 The authorized equity securities of the Company consist\nsolely of 200,000 shares of common stock, no par value, of which 8,000 shares\nare issued and outstanding and constitute the Shares, and 140,244 are in\ntreasury. Seller is and will be on the Closing Date the only record and\nbeneficial owner and holder of the Shares, as set forth on Schedule 4.5 (which\nSchedule also sets forth the address of the Seller and the certificate numbers\nof the certificates representing the Shares), free and clear of all Encumbrances\n(other than a legend indicating only that the Shares have not been registered\nunder the Securities Act and any applicable state securities laws).\n\n                  4.5.2 There are no shares of capital stock of the Company\nissued and outstanding (other than the Shares). All Shares are validly issued,\nfully paid and nonassessable. None of the issued and outstanding Shares was\nissued in violation of any preemptive rights. There are no outstanding (i)\nsecurities convertible into or exchangeable or exercisable for any of the\nCompany's capital stock; (ii) options, warrants, calls or other rights,\nincluding, without limitation, rights to demand registration or to sell\nsecurities in connection with any registration by the Company under the\nSecurities Act, with respect to the capital stock of the Company, or to purchase\nor subscribe to capital stock of the Company or securities convertible into or\nexchangeable or exercisable for capital stock of the Company; (iii) contracts,\ncommitments, agreements, understandings or arrangements of any kind relating to\nthe issuance, sale, transfer, or assignment of any capital stock, any\nconvertible or exchangeable securities or any options, warrants or rights of the\nCompany; or (iv) Shares or other securities of the Company pledged as collateral\nto secure any agreement or obligation. Except as set forth on Schedule 4.5,\nthere are no voting trust agreements or other contracts, agreements,\narrangements, commitments, plans, proxies or understandings restricting or\notherwise relating to conveyance, voting or dividend rights with respect to the\nShares. Upon consummation of the transactions contemplated by this Agreement\nBuyer will own all of the issued and outstanding\n\n\n                                        9\n   15\nequity securities of the Company of every sort whatsoever, free and clear of all\nEncumbrances.\n\n         4.6 Financial Statements. Attached hereto as Schedule 4.6 are the\nconsolidated balance sheet, statement of income, and statement of cash flows for\neach of the years ended March 31, 1998, 1997 and 1996 (collectively the\n\"Financial Statements\"). The Financial Statements (a) are in accordance with the\nunderlying books and records of the Company, (b) have been prepared in\naccordance with GAAP consistently applied throughout the periods covered\nthereby, and (c) fairly present the assets, liabilities (including all reserves)\nand financial position of the Company as of the respective dates thereof and the\nresults of operations and changes in cash flows for the periods then ended. The\nFinancial Statements for the years ended March 31, 1998 and 1997 have been\naudited by Wood Harper &amp; Associates, P.C., independent public accountants. At\nthe respective dates of the Financial Statements, there were no liabilities of\nthe Company which, in accordance with GAAP, should have been shown or reflected\nin the Financial Statements or the notes thereto, which are not shown or\nreflected in the Financial Statements or the notes thereto.\n\n         4.7 No Change in the Assets. Except as set forth in Schedule 4.7, since\nMarch 31, 1998:\n\n                  4.7.1 There has been no Material Adverse Change in the\nCompany;\n\n                  4.7.2 Except in the ordinary course, there has not been any\nsale or other disposition of any assets of the Company, or any Encumbrance\nplaced on its assets, or any purchase of assets, including inventory or\nequipment, of the Company;\n\n                  4.7.3 The Company has operated its business in the ordinary\ncourse consistent with the Company's past practice so as to preserve its\nbusiness intact, to keep available to it the services of its employees, and to\notherwise preserve the Company's goodwill and its relationships with suppliers,\ncustomers, distributors and others having business relations with it;\n\n                  4.7.4 The Company has not changed its accounting methods or\npractices (including any change in depreciation or amortization policies or\nrates) or revalued any of its assets.\n\n                  4.7.5 The Company has not taken any action that would violate\nSection 7.1.\n\n         4.8 Liabilities. The Company has no liabilities or obligations\n(absolute, accrued, contingent or otherwise) except (i) liabilities which are\nreflected on the Financial Statements or which are not required under GAAP to be\nreflected on the Financial Statements as of March 31, 1998; (ii) liabilities\nincurred or arising in the ordinary course of business since March 31, 1998,\n(iii) liabilities arising in the ordinary course of business under Contracts to\nwhich the Company is a party (excluding specifically any claim for breach of\ncontract); and (iv) liabilities expressly described in a Schedule hereto.\n\n         4.9 Assets; Absence of Encumbrances. The assets reflected on the\nFinancial Statements and leased or otherwise used by the Company (for which the\nCompany possesses the necessary\n\n\n                                       10\n   16\nrights to use the same) constitute all assets necessary for the conduct of the\nCompany's business. All of the assets reflected on the Financial Statements as\nof March 31, 1998 as owned by the Company and all assets acquired by the Company\nsince March 31, 1998 (other than assets disposed of in the ordinary course of\nbusiness since such date) are owned by the Company free and clear of all\nEncumbrances, other than (i) Permitted Liens or (ii) Encumbrances reflected or\nreserved against on the Company's March 31, 1998 balance sheet included in the\nFinancial Statements (as of the date thereof) or (iii) Encumbrances set forth on\nSchedule 4.9.\n\n         4.10 Real Property.\n\n                  4.10.1 Description. Schedule 4.10 sets forth complete and\naccurate legal descriptions of all Owned Real Property and all Leased Real\nProperty.\n\n                  4.10.2 Title. The Company has good and indefeasible title in\nfee simple to the Owned Real Property, free and clear of all Encumbrances,\nexcept for Permitted Liens and as disclosed in Schedule 4.10. Except as set\nforth on Schedule 4.10, with respect to any Contracts, covenants, conditions,\ndeeds, deeds of trust, rights-of-way, easements, mortgages, restrictions,\nsurveys, title insurance policies, and other documents granting to the Company\ntitle to or an interest in or otherwise affecting the Owned Real Property\n(copies of which have been delivered to Buyer), no breach or event of default\nexists on the part of the Company or, to the knowledge of the Company, on the\npart of any other party, and no condition or event has occurred that with the\ngiving of notice, the lapse of time, or both would constitute a breach or event\nof a default by the Company or, to the Company's knowledge, any other person.\n\n                  4.10.3 Leases. The Seller and the Company have delivered to\nBuyer an accurate copy of the leases and subleases covering the Leased Real\nProperty, including all amendments thereto and assignments thereof (\"Leases\").\nAll of such Leases are listed on Schedule 4.10.3. All of the Leases are valid\nand in full force and effect. The Company has duly performed all of its\nobligations under the Leases to the extent those obligations to perform have\naccrued, and no violation of or default or breach under any Leases by the\nCompany or, to the Company's knowledge, any other party has occurred and neither\nthe Company nor, to the Company's knowledge, any other party has repudiated any\nprovisions thereof. All of the Leases will be enforceable by the Company after\nthe Closing to the same extent as if the transactions contemplated by this\nAgreement had not been consummated.\n\n                  4.10.4 No Unpaid Charges. Except as set forth on Schedule\n4.10, there are no unpaid charges, debts, liabilities, claims, or obligations\narising from the construction, occupancy, ownership, use, or operation of the\nReal Property and no charges or assessments for public improvements or otherwise\nmade against the Real Property are unpaid, including without limitation those\nfor construction of sewer lines, water lines, storm drainage systems, electric\nlines, natural gas lines, streets (including perimeter streets), roads and\ncurbs. No Real Property is subject to any condition or obligation to any\ngovernmental entity or other person requiring the owner or any transferee\nthereof to donate land, money or other property or to make off-site public\nimprovements.\n\n\n                                       11\n   17\n                  4.10.5 Compliance with Laws. Except as set forth on Schedule\n4.15, no litigation, arbitration, or similar proceeding is pending or, to\nknowledge of the Company, threatened which affects or is reasonably likely to\naffect the Company's use or enjoyment of any of the Real Property. All of the\nReal Property is in compliance with all applicable zoning and subdivision\nordinances. The Real Property is zoned (if applicable) to permit operation of\nthe business presently conducted thereon. No condemnation, eminent domain, or\nsimilar proceeding is pending or, to the knowledge of the Company, is threatened\nagainst the Real Property.\n\n                  4.10.6 Facilities. The Facilities and the equipment and other\ntangible assets owned or leased by the Company at the Facilities, are (i)\nadequately insured, (ii) structurally sound with no known defects, (iii) in good\noperating condition and repair, subject to ordinary wear and tear, (iv) not\nsubject to any deferred maintenance, (v) maintained in accordance with\napplicable leases or other agreements, and (vi) in conformity with all\napplicable laws, ordinances, orders, regulations and other requirements relating\nthereto currently in effect. The Facilities are supplied with utilities and\nother services necessary for the operation of the business. None of the\nFacilities or equipment thereat is subject to any commitment or other\narrangement for their sale or use by any person. The Company has not granted to\nany person any contract or other right to the use of any portion of the Real\nProperty, or to the use of any Facility or amenity on or relating to any such\nproperty.\n\n                  4.10.7 No Foreign Owners. Neither the Company nor any Seller\nis other than a \"United States person\" within the meaning of Section 7701 of the\nCode.\n\n         4.11 Receivables. The accounts receivable, other receivables and all\nrestricted funds on deposit reflected in the Financial Statements represent\nvalid obligations or amounts to which the Company is entitled arising from sales\nactually made in the ordinary course of business and are due and payable to the\nCompany, and the accounts receivable, other receivables (and allowance for\ndoubtful accounts) and restricted funds on deposit reflected on the Company's\nfinancial statements have been established in accordance with GAAP.\n\n         4.12 Inventory and Equipment. The inventory of the Company reflected in\nthe Financial Statements was purchased in the ordinary course of business, and\nthe inventory (and reserves therefor) reflected in the Financial Statements have\nbeen established in accordance with GAAP. The equipment of the Company reflected\non the Financial Statements is in good working condition and suitable for its\nintended use, normal wear and tear excepted. The equipment reflected on the\nCompany's financial statements has been established in accordance with GAAP.\n\n         4.13 Contracts and Commitments.\n\n                  4.13.1 Contracts. Schedule 4.13 sets forth a complete and\naccurate list of all Contracts of the following categories:\n\n                           4.13.1.1 Contracts not made in the ordinary course of\nthe Company's conduct of the business;\n\n\n                                       12\n   18\n                           4.13.1.2 Employment contracts, employment handbooks\nor policies, bonus plans, programs and agreements, and severance agreements;\n\n                           4.13.1.3 Supply, purchase, distribution, franchise,\nlicense, sales or commission contracts related to the Company involving payments\nmade by or to the Company of $50,000 or more;\n\n                           4.13.1.4 Contracts involving expenditures or\nliabilities, actual or potential, in excess of $50,000 or otherwise material to\nthe Company, and not cancelable (without liability) within 30 calendar days;\n\n                           4.13.1.5 Contracts or commitments relating to\ncommission arrangements with others;\n\n                           4.13.1.6 Promissory notes, loans, agreements,\nevidences of indebtedness, letters of credit, guarantees, or other instruments\nrelating to an obligation to pay money, whether the Company shall be the\nborrower, lender or guarantor thereunder or whereby any assets are pledged\n(excluding credit provided by the Company in the ordinary course of business to\nits customers);\n\n                           4.13.1.7 Leases of personal property not cancelable\n(without liability) within 30 calendar days;\n\n                           4.13.1.8 Contracts containing covenants limiting the\nfreedom of the Company or any officer, director or shareholder of the Company to\nengage in any line of business or compete with any person; and\n\n                           4.13.1.9 Contracts relating to the Shares\n\n         Seller and Company have provided Buyer true, correct and complete\ncopies of all of the Contracts listed on Schedule 4.13.\n\n                  4.13.2 Absence of Breaches or Defaults. All of the Contracts\nlisted on Schedule 4.13 are valid and in full force and effect. The Company has\nduly performed all of its obligations under the Contracts to the extent those\nobligations to perform have accrued; no violation of, or default or breach under\nany Contracts by the Company or, to its knowledge, any other party has occurred;\nno condition or event has occurred that with the giving of notice or lapse of\ntime, or both, would constitute a breach or default by the Company or, to the\nCompany's knowledge, any other person; and neither the Company nor, to its\nknowledge, any other party has repudiated any provisions thereof. All of the\nContracts will be enforceable by the Company after the Closing to the same\nextent as if the transactions contemplated by this Agreement had not been\nconsummated.\n\n         4.14 Books and Records. The Company has made and kept (and given Buyer\naccess to) books and records and accounts, which, in reasonable detail,\naccurately and fairly reflect the\n\n\n                                       13\n   19\nfinancial transactions and other material activities of the Company. The minute\nbooks of the Company previously delivered to Buyer accurately and adequately\nreflect all action previously taken by the shareholders, board of directors and\ncommittees of the board of directors of the Company. The stock book records of\nthe Company previously delivered to Buyer are true, correct and complete, and\naccurately reflect all transactions effected in the Company's stock through and\nincluding the date hereof.\n\n         4.15 Litigation. Except as set forth on Schedule 4.15, there is no\naction, order, writ, injunction, judgment or decree outstanding or any claim,\nsuit, litigation, proceeding, labor dispute, or arbitral action pending or, to\nthe Company's knowledge, any governmental audit or investigation (collectively,\nwith items listed above, an \"Action\") threatened (a) against the Company or its\nassets; (b) against any officer, director or employee in their capacity as such,\nor (c) seeking to delay, limit, enjoin or obtain damages in respect of the\ntransactions contemplated by this Agreement. The Company is not in default with\nrespect to or subject to any judgment, order, writ, injunction or decree of any\ncourt or governmental agency, and there are no unsatisfied judgments against the\nCompany.\n\n         4.16 Labor Matters. The Company is not a party to any labor agreement\nwith respect to its employees with any labor organization, union, group or\nassociation and no employees of the Company are represented by a labor\norganization, union, group or association in connection with their employment by\nthe Company. The Company has not experienced any attempt by organized labor or\nits representatives to make the Company conform to demands of organized labor\nrelating to its employees or to enter into a binding agreement with organized\nlabor that would cover the employees of the Company. Schedule 4.16 (i) contains\na list of all employees of the Company and their wage rates or salaries as of\nthe date of this Agreement, (ii) sets forth the dates of employment for such\nemployees and (iii) accurately characterizes them as exempt or non-exempt.\nExcept as set forth on Schedule 4.16, the employment of all persons presently\nemployed or retained by the Company is terminable at will by the Company.\n\n         4.17 Compliance with Law. The Company, the conduct of its business and\nthe operation of its Facilities have not violated (except where such violation\nhas been fully cured as of the date hereof), and are in compliance with all\nlaws, statutes, ordinances, regulations, rules and orders of any foreign,\nfederal, state or local government and any other governmental department or\nagency, and any judgment, decision, decree or order of any court or governmental\nagency, department or authority. The Company and the conduct of its business and\nthe operation of the Facilities are in conformity with all energy, public\nutility, and health codes, regulations and ordinances, the Americans with\nDisabilities Act, OSHA and all other foreign, federal, state, and local\ngovernmental and regulatory requirements. Except as disclosed on Schedule 4.17,\nthe Company has not received any notice to the effect that, or otherwise been\nadvised that, it is in violation of any such statutes, regulations, rules,\njudgments, decrees, orders, ordinances or other laws (except where such\nviolation has been fully cured as of the date hereof). Except as disclosed on\nSchedule 4.17, the Company has all Permits required to conduct its business. All\nmaterial Permits are listed on Schedule 4.17. All\n\n\n                                       14\n   20\nPermits will be in force and effect after the Closing to the same extent as if\nthe transactions contemplated by this Agreement had not been consummated.\n\n         4.18 No Brokers. None of the Seller, the Company or any of the\nCompany's officers, directors, employees or Affiliates has employed or made any\nagreement with any broker, finder or similar agent or any person or firm which\nwill result in an obligation on the part of the Buyer or, except as set forth in\nSchedule 4.18, the Company, to pay any finder's fee, brokerage fees or\ncommission or similar payment in connection with the transactions contemplated\nhereby.\n\n         4.19 No Other Agreements to Sell the Company. Neither any Seller nor\nthe Company has any commitment or legal obligation, absolute or contingent, to\nany other person or firm other than the Buyer to sell, assign, transfer or\neffect a sale of any of the Shares or any other shares of the Company's capital\nstock (authorized or unauthorized), or to effect any merger, consolidation,\nliquidation, dissolution or other reorganization of the Company, or to effect\nany sale of the Company's assets (other than the sale of inventory of the\nCompany in the ordinary course of business).\n\n         4.20 Proprietary Rights.\n\n                  4.20.1 Proprietary Rights. Schedule 4.20 lists all of the\nCompany's federal, state and foreign registrations of patents, trademarks,\nservice marks and trade names, and all pending applications for any such\nregistrations and all other trademarks and trade names which the Company uses.\nSuch rights, together with all trade secrets and other proprietary rights,\nwhether or not registered, and all computer software created by or on behalf of\nthe Company are hereinafter referred to collectively as \"Proprietary Rights\".\n\n                  4.20.2 Royalties and Licenses. No person has a right to\nreceive a royalty or similar payment in respect of any Proprietary Rights.\nExcept as set forth on Schedule 4.20, the Company is not a party to any licenses\ngranted, sold or otherwise transferred by or to it or other agreements to which\nit is a party, relating in whole or in part to any of the Proprietary Rights\nother than object code end-user licenses granted to it in the ordinary course of\nbusiness that permit use of software products without a right to modify,\ndistribute or sublicense the same.\n\n                  4.20.3 Ownership and Protection of Proprietary Rights. The\nCompany owns or licenses, and has the sole right to use or (if it so elects) to\nsublicense each of the Proprietary Rights. None of the Proprietary Rights is\ninvolved in any pending or, to the Company's knowledge, threatened Action. The\nCompany has not received any notice of invalidity with respect to such\nProprietary Rights. The Company has taken all reasonable and prudent steps to\nprotect the Proprietary Rights from infringement by any other person. To the\nknowledge of the Company, the Company's use of the Proprietary Rights is not\ninfringing upon or otherwise violating the rights of any third party in or to\nsuch Proprietary Rights. No such infringement been alleged by any third party.\nAll of the Proprietary Rights are validly owned by or licensed to the Company\nand will not cease to be validly owned or licensed and in full force and effect\nby reason of the execution, delivery\n\n\n                                       15\n   21\nand performance of this Agreement or the consummation of the transactions\ncontemplated by this Agreement.\n\n         4.21 Tax Matters.\n\n                  4.21.1 Filing of Tax Returns, Payment of Taxes. Except as set\nforth in Schedule 4.21.1, the Company has filed all Tax Returns that the Company\nwas required to file prior to the date hereof. All such Tax Returns were correct\nand complete in all material respects and were prepared and filed in accordance\nwith applicable law. Except as set forth in Schedule 4.21.1, all Taxes due and\npayable by or with respect to the Company (whether or not shown on any Tax\nReturn) with respect to all taxable periods ending prior to the date hereof have\nbeen paid. All other Taxes due and payable by the Company with respect to\nperiods ending on or before the Closing Date (whether or not a Tax Return is due\non such date) or in respect of transactions entered into or any state of facts\nexisting as of the Closing Date have been or will be paid on or before Closing\nDate or will be accrued as liabilities consistent with past practice. Except as\nset forth in Schedule 4.21.1, all Tax Returns the due date of which (determined\nwithout extensions) is on or after the date hereof but on or before the Closing\nDate will be correct and complete in all material respects and filed in\naccordance with applicable law.\n\n                  4.21.2 Taxing Jurisdictions. Schedule 4.21.2 lists (i) all\ncountries, states, cities, or other jurisdictions in which the Company is\ncurrently subject to an obligation to file Tax Returns or to collect sales or\nuse Taxes, (ii) all elections for income Taxes made by the Company that are\ncurrently in force or to which the Company is bound, and (iii) (x) all\ncountries, states, cities, or other jurisdictions in which the Company is a\nbeneficiary of any real or personal property Tax exemptions or concessions,\nreduced rates, or Tax credits (y) the estimated annual benefit of each such\nitem, and (z) the terms governing expiration or phase-out of each such item.\n\n                  4.21.3 General Tax Matters. Except as set forth in Schedule\n4.21.3, with respect to each taxable period for the Company ending on or before\nthe Closing Date (or as of such other date as set forth below), (i) either such\ntaxable period has been audited by the relevant taxing authority or the time for\nassessing or collecting Taxes with respect to each such taxable period has\nclosed and each taxable period is not subject to review by a relevant taxing\nauthority; (ii) no deficiency or proposed adjustment that has not been settled\nor otherwise resolved for any amount of Taxes has been asserted or assessed by\nany taxing authority against the Company; (iii) the Company has not consented to\nextend the time in which any Taxes may be assessed or collected by any taxing\nauthority; (iv) the Company has not requested or been granted an extension of\nthe time for filing any Tax Return; (v) there is no action, suit, taxing\nauthority proceeding, or audit or claim for refund now in progress, pending, or\nthreatened against or with respect to the Company regarding Taxes; (vi) the\nCompany has not made an election or filed a consent under Section 341(f) of the\nCode (or any corresponding provision of state, local or foreign law) or agreed\nto have Section 341(f)(2) of the Code (or any corresponding provision of state,\nlocal or foreign law) apply to any disposition of subsection (f) assets (as\ndefined in Section 341(f)(4) of the Code) owned by the Company; (vii) there are\nno Encumbrances on the assets of the Company relating or attributable to Taxes\n(other than liens\n\n\n                                       16\n   22\nfor Taxes not yet due and payable) and the Company has no knowledge of any\nreasonable basis for the assertion of any claim relating or attributable to\nTaxes, which, if adversely determined, would result in any lien, pledge, charge,\nclaim, security interest, or other Encumbrance on the assets of the Company;\n(viii) the Company will not be required (A) as a result of a change in method of\naccounting for a taxable period ending on or prior to the Closing Date, to\ninclude any adjustment under Section 481 of the Code (or any corresponding\nprovision of state, local, or foreign law) in taxable income for any taxable\nperiod (or portion thereof) beginning after the Closing Date or (B) as a result\nof any \"closing agreement,\" as described in Section 7121 of the Code (or any\ncorresponding provision of state, local, or foreign law) to include any item of\nincome or exclude any item of deduction from any taxable period (or portion\nthereof) beginning after the Closing Date; (ix) the Company has not been a\nmember of an affiliated group (as defined in Section 1504 of the Code) or filed\nor been included in a combined, consolidated, or unitary income Tax Return; (x)\nthe Company is not a party to or bound by any tax allocation or tax sharing\nagreement and, has no current or potential contract or other obligation to\nindemnify any other person with respect to any Tax or pay the Taxes of any other\nperson under Treasury Regulations Section 1.1502-6 (or any similar provisions of\nstate, local, or foreign law) as a transferee or successor, by contract or\notherwise; (xi) no claim has ever been made by a taxing authority in a\njurisdiction where the Company does not file Tax Returns that the Company is or\nmay be subject to Taxes assessed by such jurisdiction; (xii) the Company does\nnot have a permanent establishment in any foreign country, as defined in the\nrelevant tax treaty between the United States of America and such foreign\ncountry; (xiii) the Company has not been a \"U.S. real property holding\ncorporation\" (within the meaning of Code Section 897(c)(2)) during the\napplicable period specified in Code Section 897(c)(1)(A)(ii); (xiv) the Company\nhas disclosed on each Tax Return filed by the Company all positions taken\nthereon that could give rise to a penalty for substantial understatement of\nfederal income Taxes within the meaning of Code Section 6662; (xv) the Company\nwas not acquired in a qualified stock purchase under Code Section 338(d)(3) and\nno elections under Code Section 338(g), protective carryover basis elections, or\noffset prohibition elections are applicable to the Company; (xvi) the Company\nhas made no payments, is not obligated to make any payments, and is not a party\nto any agreement that under any circumstances could obligate it to make any\npayments, that will not be deductible under Code Section 280G or 162; (xvii)\nnone of the Company's assets is property required to be treated as being owned\nby any other person under the \"safe harbor lease\" provisions of former Section\n168(f)(8) of the Internal Revenue Code of 1954, as amended, or (B) has been\nfinanced with or directly or indirectly secures any bond or debt the interest of\nwhich is tax-exempt under Section 103(a) of the Code; (xviii) the Company has\nwithheld and paid all Taxes required to have been withheld and paid in\nconnection with amounts paid or owing to an employee, independent contractor,\nshareholder, or other third party; (xix) no income under any arrangement or\nunderstanding to which the Company is a party will be attributed to the Company\nwhich is not represented by income to which the Company is legally entitled; and\n(xx) the Company owns no interest in any \"controlled foreign corporation\"\n(within the meaning of Code Section 957), \"passive foreign investment company\"\n(within the meaning of Code Section 1296) or other entity the income of which is\nrequired to be included in the income of the Company whether or not distributed.\nFor purposes of clause (xvi) the term \"payments\" means payments in the nature of\ncompensation.\n\n\n                                       17\n   23\n                  4.21.4 Tax Attributes. Set forth in Schedule 4.21.4 is a list\nreflecting the following information with respect to the Company as of the date\nhereof as well as on an estimated pro forma basis as of the Closing Date: (i)\nthe basis of the Company in its assets, (ii) the amount of any net operating\nloss, net capital loss, unused investment or other tax credit, unused foreign\ntax or tax credit, or excess charitable contribution allocable to the Company\nassets, and (iii) with respect to the preceding clause (ii) any limitations on\nuse of any of such attributes including any limitations arising by reason of the\ntransactions contemplated by this Agreement.\n\n                  4.21.5 Copies of Tax Returns. Except as otherwise set forth in\nSchedule 4.21.5 the Company has furnished to Buyer copies of all income and\nsales Tax Returns filed by or with respect to the Company relating to the period\nencompassing the three taxable years of the Company preceding the date hereof.\n\n                  4.21.6 Retention of Tax Credits, Etc. The Seller acknowledges\nand agrees that any refunds or benefits obtained from any Tax carryback or\ncarryforward or other realization of such Tax attributes of Company or its\nsuccessors shall remain as sole property of the Company.\n\n                  4.21.7 Definition. Any reference to the term \"the Company\" in\nthis Section 4.21 shall refer to the Company, any predecessor entity, and any\nSubsidiary of the Company (whether or not such Subsidiary entity qualifies as a\n\"qualified subchapter S subsidiary\" within the meaning of Code Section\n1361(b)(3)(B) or any other entity disregarded or intended to be disregarded for\nTax purposes under the Code or under any provision of state, local, or foreign\nlaw). Further, any reference to any action of \"the Company\" in this Section 4.21\nshall encompass any action or actions taken by or at the direction of the\nCompany whether or not such actions taken by or at the direction of the Company\nwere properly authorized.\n\n         4.22 Employees and Employee Benefits.\n\n                  4.22.1 As used in this Section 4.22 and in Section 4.23, the\nfollowing terms have the meanings set forth below.\n\n                  \"Benefit Arrangement\" shall mean any employment, consulting,\nseverance or other similar contract, arrangement or policy and each plan,\narrangement (written or oral), program, agreement or commitment providing for\ninsurance coverage (including without limitation any self-insured arrangements),\nworkers' compensation, disability benefits, supplemental unemployment benefits,\nvacation benefits, retirement benefits, life, health, disability or accident\nbenefits (including without limitation any \"voluntary employees' beneficiary\nassociation\" as defined in Section 501(c)(9) of the Code providing for the same\nor other benefits) or for deferred compensation, profit sharing bonuses, stock\noptions, stock appreciation rights, stock purchases or other forms of incentive\ncompensation or postretirement insurance, compensation or benefits which (A) is\nnot a Welfare Plan, Pension Plan or Multiemployer Plan, (B) is entered into,\nmaintained, contributed to or required to be contributed to, as the case may be,\nby the Company or an ERISA Affiliate or under which the Company or any ERISA\nAffiliate may incur any liability, and (C) covers any employee or former\n\n\n                                       18\n   24\nemployee of the Company or any ERISA Affiliate (with respect to their\nrelationship with such entities).\n\n                  \"Employee Plans\" shall mean all Benefit Arrangements,\nMultiemployer Plans, Pension Plans and Welfare Plans.\n\n                  \"ERISA Affiliate\" shall mean any entity which is (or at any\nrelevant time was) a member of a \"controlled group of corporations\" with, under\n\"common control\" with, or a member of an \"affiliated service group\" with, the\nCompany as defined in Section 414(b), (c), (m) or (o) of the Code, or under\n\"common control\" with the Company, within the meaning of Section 4001(b)(1) of\nERISA.\n\n                  \"Multiemployer Plan\" shall mean any \"multiemployer plan,\" as\ndefined in Section 4001(a)(3) of ERISA, under which the Company or any ERISA\nAffiliate has or may incur any liability.\n\n                  \"PBGC\" shall mean the Pension Benefit Guaranty Corporation.\n\n                  \"Pension Plan\" shall mean any \"employee pension benefit plan\"\nas defined in Section 3(2) of ERISA (other than a Multiemployer Plan) which (A)\nthe Company or any ERISA Affiliate has or may incur any liability; (B) covers\nany employee or former employee of the Company or any ERISA Affiliate (with\nrespect to their relationship with such entities); and (C) is not a\nMultiemployer Plan.\n\n                  \"Welfare Plan\" shall mean any \"employee welfare benefit plan\"\nas defined in Section 3(1) of ERISA, which (A) the Company or any ERISA\nAffiliate has or may incur any liability; (B) covers any employee or former\nemployee of the Company or any ERISA Affiliate (with respect to their\nrelationship with such entities); and (C) is not a Multiemployer Plan.\n\n                  4.22.2 Disclosure; Delivery of Copies of Relevant Documents\nand Other Information. Schedule 4.22 contains a complete list of all Employee\nPlans. True and complete copies of each of the following documents have been\ndelivered or made available by the Company to Buyer: (i) each Welfare Plan and\nPension Plan (and, if applicable, related trust agreements) and all amendments\nthereto, all written interpretations thereof and written descriptions thereof\nwhich have been distributed to the Company's employees and all annuity contracts\nor other funding instruments; (ii) each Benefit Arrangement including written\ninterpretations thereof and written descriptions thereof which have been\ndistributed to the Company's employees (including descriptions of the number and\nlevel of employees covered thereby) and a brief description of any Benefit\nArrangement which is not in writing; (iii) the most recent determination or\nopinion letter, if any, issued by the Internal Revenue Service with respect to\neach Pension Plan; (iv) for the three most recent plan years, Annual Reports on\nForm 5500 Series required to be filed with any governmental agency for each\nPension Plan and each Welfare Plan; (v) all actuarial reports prepared for the\nlast three plan years for each Pension Plan; (vi) all correspondence with the\nInternal Revenue\n\n\n                                       19\n   25\nService, the Department of Labor or the PBGC regarding each Employee Plan; and\n(xiii) all correspondence regarding any pending or threatened claim against any\nEmployee Plan or the Company or any ERISA Affiliate regarding any matter related\nto any Employee Plan.\n\n         4.23 ERISA Representations.\n\n                  4.23.1 Pension Plans. No Pension Plan is a defined benefits\nplan as defined in Section 414 of the Code and no Pension Plan is subject to the\nminimum funding requirements of Title IV of ERISA or Section 412 of the Code.\nEach Pension Plan which is intended to be qualified (and each related trust\nagreement, annuity contract or other funding instrument) satisfies in all\nmaterial respects requirements for qualified and tax-exempt status under the\nprovisions of Code Sections 401(a) (or 403(a), as appropriate) and 501(a) and\nhas so satisfied such requirement during the period from its adoption to date.\n\n                  4.23.2 Multiemployer Plans. Neither the Company nor any ERISA\nAffiliate has ever had any obligation to contribute to any Multiemployer Plans.\n\n                  4.23.3 Welfare Plans. Each Welfare Plan which is a \"group\nhealth plan,\" as defined in Section 607(1) of ERISA, has been operated in\ncompliance in all material respects with the health care continuation provisions\nof Part 6 of Title I, Subtitle B of ERISA and Section 4980B of the Code at all\ntimes and, but for compliance with such provisions, no Welfare Plan provides\npost-retirement benefits for employees.\n\n                  4.23.4 Compliance with Law. Each Employee Plan has been\nmaintained in all material respects in compliance with its terms and with the\nrequirements prescribed by any and all statutes, orders, rules and regulations\nwhich are applicable to such Employee Plan, including without limitation ERISA\nand the Code.\n\n                  4.23.5 Unrelated Business Taxable Income. No Employee Plan (or\ntrust or other funding vehicle pursuant thereto) has any liability for Tax\nimposed under Code Section 511.\n\n                  4.23.6 Deductibility of Payments. There is no contract,\nagreement, plan or arrangement covering any employee or former employee of the\nCompany (with respect to its relationship with such entities) that, individually\nor collectively, provides for the payment by the Company of any amount (i) for\nwhich the deduction by the Company would be disallowed under Section 162(m) of\nthe Code, or (ii) that is or would be an \"excess parachute payment\" pursuant to\nSection 280G of the Code.\n\n                  4.23.7 Fiduciary Duties and Prohibited Transactions. Neither\nthe Company nor, to the knowledge of the Company, any plan fiduciary or party in\ninterest (as such terms are defined in Section 3(21) and 3(14) of ERISA) of any\nWelfare Plan or Pension Plan has engaged in any transaction in violation of\nSections 404 or 406 of ERISA or any \"prohibited transaction,\" as defined in\nSection 4975(c)(1) of the Code, for which no exemption exists under Section 408\nof ERISA or\n\n\n                                       20\n   26\nSection 4975(c)(2) or (d) of the Code, or has otherwise violated the provisions\nof Part 4 of Title I, Subtitle B of ERISA. The Company has not knowingly\nparticipated in a violation of Part 4 of Title I, Subtitle B of ERISA by any\nplan fiduciary of any Welfare Plan or Pension Plan (or other employee benefit\nplan subject to ERISA) and has not been assessed any civil penalty under Section\n502(i) or Section 502(l) of ERISA.\n\n                  4.23.8 Validity and Enforceability. Each Welfare Plan, Pension\nPlan, related trust agreement, annuity contract or other funding instrument and\nBenefit Arrangement is legally valid and binding and in full force and effect.\n\n                  4.23.9 Litigation. There is no action, order, writ,\ninjunction, judgment or decree outstanding or claim, suit, litigation,\nproceeding, arbitral action, governmental audit or investigation relating to or\nseeking benefits under any Employee Plan have been filed, or to the Company's\nknowledge, threatened or anticipated against the Company, any ERISA Affiliate or\nany Employee Plan, the sponsor or administrator of any Employee Plan or against\nany fiduciary of any of the Employee Plans with respect to the operation of any\nsuch plan.\n\n                  4.23.10 No Amendments. Neither the Company nor any ERISA\nAffiliate has any announced plan or legally binding commitment to create any\nadditional Employee Plans or to amend or modify any existing Employee Plan.\n\n                  4.23.11 No Other Liability. No event has occurred in\nconnection with which the Company or any ERISA Affiliate or any Employee Plan,\ndirectly or indirectly, could be subject to any liability (A) under any statute,\nregulation or governmental order relating to any Employee Plans or (B) pursuant\nto any obligation of the Company to indemnify any person against liability\nincurred under any such statute, regulation or order as they relate to the\nEmployee Plans.\n\n                  4.23.12 Unpaid Contributions. Neither the Company nor any\nERISA Affiliate has any liability for unpaid contributions under Section 515 of\nERISA with respect to any Pension Plan or Welfare Plan.\n\n                  4.23.13 Insurance Contracts. Neither the Company nor any\nEmployee Plan holds as an asset of any Employee Plan any interest in any annuity\ncontract, guaranteed investment contract or any other investment or insurance\ncontract issued by an insurance company that is the subject of bankruptcy,\nconservatorship or rehabilitation proceedings.\n\n                  4.23.14 No Acceleration or Creation of Rights. Neither the\nexecution and delivery of this Agreement by the Company nor the consummation of\nthe transactions contemplated hereby will result in the acceleration or creation\nof any rights of any person to benefits under any Employee Plan (including,\nwithout limitation, the acceleration of the vesting or exercisability of any\nstock options, the acceleration of the vesting of any restricted stock, the\nacceleration of the accrual or vesting of any benefits under any Pension Plan or\nthe acceleration or creation of any rights under any severance, parachute or\nchange in control agreement).\n\n\n                                       21\n   27\n                  4.23.15 Termination. Each Welfare Plan and Benefit Arrangement\nmay be terminated by the Company without penalty upon 30 days advance notice and\nwithout causing the Company to incur any additional liability.\n\n         4.24 Compliance With Environmental Laws.\n\n                  4.24.1 Definitions. The following terms, when used in this\nSection 4.24, shall have the following meanings. Unless the context otherwise\nrequires, any of these terms may be used in the singular or the plural depending\non the reference.\n\n                  4.24.2 \"Company\" and \"Facility\" or \"Facilities\". For purposes\nof this Section 4.24 only, the term (i) \"Company\" shall include (A) the Company\nand the Subsidiaries and all of their Affiliates, and the Seller and their\nAffiliates, (B) all partnerships, joint ventures and other entities or\norganizations in which the Company was at any time or is a partner, joint\nventurer, member or participant and (C) all predecessor or former corporations,\npartnerships, joint ventures, organizations, trusts, businesses or other\nentities, whether in existence as of the date hereof or at any time prior to the\ndate hereof, the assets or obligations of which have been acquired or assumed by\nthe Company or to which the Company has succeeded; and (ii) for purposes hereof,\n\"Facilities\" or \"Facility\" shall mean all facilities and real property, owned,\nleased or otherwise used by the Company, now or in the past.\n\n                  4.24.3 \"Release\" shall mean and include any spilling, leaking,\npumping, pouring, emitting, emptying, discharging, injecting, escaping,\nmigrating, leaching, dumping or disposing into the environment or the work place\nof any Hazardous Substance, and otherwise as defined in any Environmental Law.\n\n                  4.24.4 \"Hazardous Substance\" shall mean any material, element,\ncompound, or mixture, whether solid, liquid, or gaseous:\n\n         (i) the presence of which requires investigation or remediation under\nany Environmental Law or pursuant to the unappealed decision of any governmental\nauthority with responsibility for protection of the environment; or\n\n         (ii) which is defined as \"hazardous waste,\" \"hazardous substance,\"\n\"toxic substance,\" \"toxic material,\" \"pollutant,\" or \"contaminant\" under any\nEnvironmental Law including, without limitation, the Comprehensive Environmental\nResponse, Compensation and Liability Act of 1980, as amended, 42 U.S.C.\nSections 9601, et seq., the Clean Water Act, 33 U.S.C. Section 1251 et\nseq., the Toxic Substances Control Act, as amended, 15 U.S.C. Section 2601 et\nseq., the Resource Conservation and Recovery Act, 42 U.S.C. Section 6901 et\nseq., the Federal Insecticide, Fungicide and Rodenticide Act, any laws\nregulating the transportation of such materials, any analogous state or local\nlaws, and any rules, regulations, policies, and guidances promulgated\nthereunder; or\n\n\n                                       22\n   28\n         (iii) Which is or is suspected to be, pursuant to the determination of\nany governmental authority, toxic, explosive, corrosive, flammable, infectious,\nradioactive, carcinogenic, mutagenic, or is currently subject to regulation by\nany governmental authority; or\n\n         (iv) the presence of which causes or threatens to cause a nuisance as\ndefined by an applicable Environmental Law, to property owned, leased,\nsubleased, operated, managed, occupied or otherwise controlled by Company, or to\nadjacent or nearby properties; or\n\n         (v) which contains or in which has been detected, in violation of an\nEnvironmental Law, gasoline, diesel fuel or other petroleum hydrocarbons or\nvolatile organic compounds; or\n\n         (vi) which contains or in which has been detected, in violation of an\nEnvironmental Law, PCBs or asbestos or asbestos-containing materials or urea\nformaldehyde foam insulation or lead or lead-containing paint; or\n\n         (vii) which is radon gas.\n\n                  4.24.5 Compliance With Environmental Laws. Except as set forth\non Schedule 4.24, the Facilities have been owned, leased, operated and\nmaintained in compliance with all federal, state, local or foreign laws,\nstatutes, ordinances, regulations, rules, nonappealable judgments, nonappealable\norders, or notice requirements, nonappealable court decisions, agency guidelines\nor principles of law (including common law), restrictions or licenses, as\ncurrently in effect and as currently interpreted and enforced, which (i)\nregulate or relate to the protection or clean-up of the environment, the use,\ntreatment, storage, transportation, handling or disposal of Hazardous Substances\nor other hazardous, toxic or otherwise dangerous substances, wastes or materials\n(whether gas, liquid or solid), the preservation or protection of waterways,\ngroundwater, drinking water, air, wildlife, plants or other natural resources,\nor the health and safety of persons or property, including without limitation\nprotection of the health and safety of employees or (ii) impose liability with\nrespect to any of the foregoing, including without limitation the Federal Water\nPollution Control Act (33 U.S.C. Section 1251 et seq.), Resource Conservation &amp; Recovery Act (42 U.S.C. Section 6901 et seq.) (\"RCRA\"), Safe Drinking Water Act\n(21 U.S.C. Section 349, 42 U.S.C. Sections 201, 300f), Toxic Substances\nControl Act (15 U.S.C. Section 2601 et seq.), Clean Air Act (42 U.S.C. Section\n7401 et seq.), the Comprehensive Environmental Response, Compensation and\nLiability Act (42 U.S.C. Section 9601 et seq.) (\"CERCLA\"), or any other similar\nfederal, state or local law of similar effect, each as amended to the date\nhereof (collectively, \"Environmental Laws\"). To the best of the Company's\nknowledge, the Real Property does not contain wetlands or a level of radon above\naction levels of the U.S. Environmental Protection Agency and it is not located\nwithin a \"critical,\" \"preservation,\" \"conservation\" or similar type of area.\n\n                  4.24.6 Permits. Except as set forth on Schedule 4.24, the\nCompany has, and at all times has had, and has timely renewed, all Permits\nrequired under any Environmental Law and the Facilities are, and at all times\nhave been, in compliance with all such Permits.\n\n\n                                       23\n   29\n                  4.24.7 Permits Required. The consummation of any of the\ntransactions contemplated by this Agreement will not require an application for\nissuance, renewal, transfer or extension of, or any other administrative action\nregarding, any Permit required under any Environmental Law.\n\n                  4.24.8 Notice of Violation. The Company has not received any\nnotice at any time that it or the Facilities is or were claimed to be in\nviolation of the provisions of any Environmental Law or in non-compliance with\nthe conditions of any Permit, and there is no pending, or to the Company's\nknowledge, threatened lawsuit, governmental or other legal action to that\neffect.\n\n                  4.24.9 Pending Actions. There is not now pending, or to the\nCompany's knowledge, threatened, nor except as set forth in Schedule 4.24 is\nthere or has there been any basis for, nor has there ever been, any Action\nagainst the Company under any Environmental Law or otherwise with respect to any\nRelease or mishandling of any Hazardous Substance.\n\n                  4.24.10 Judgments. There are no outstanding, nonappealable\nconsent decrees, judgments, judicial or administrative orders or agreements\nwith, or liens by, any governmental authority or quasi-governmental entity\nrelating to any Environmental Law which regulate, obligate, bind or in any way\naffect the Company or the Facilities currently owned or operated by the Company\nor others with respect to which liability or obligations of the type described\nherein could be imposed upon the Company.\n\n                  4.24.11 Hazardous Substances. Except as set forth on Schedule\n4.24, there is not and has not been any Hazardous Substance used, generated,\ntreated, stored, transported, disposed of, handled by Seller or Company or\notherwise existing on, under, about or from any Facility, except for quantities\nof any such Hazardous Substances stored or otherwise held on, under or about any\nsuch Facility in full compliance with all Environmental Laws and necessary for\nthe operation of the Company's business.\n\n                  4.24.12 Handling of Hazardous Substances. The Company has at\nall times used, generated, treated, stored, transported, disposed of or\notherwise handled Hazardous Substances in compliance with all Environmental Laws\nand in a manner that will not result in liability of the Company or Buyer under\nany Environmental Law.\n\n                  4.24.13 Environmental Conditions. Except as set forth on\nSchedule 4.24, there are no present or past Environmental Conditions (as defined\nbelow) in any way relating to Company, its business or the Facilities.\n\"Environmental Conditions\" means the introduction into the soil, groundwater or\nenvironment of or near the Facilities (through leak, spill, release, discharge,\nescape, emission, dumping, disposal or otherwise) of any pollution, including\nwithout limitation any contaminant, irritant or pollutant or Hazardous Substance\n(whether or not upon the property of the business and whether or not such\npollution constituted at the time thereof a violation of any Environmental Law)\nas a result of which either the Company or, after the Closing, Buyer has\n\n\n                                       24\n   30\nbecome, or may become, liable to any federal, state, or local governmental\nauthority or person or by reason of which any of the assets may suffer or be\nsubjected to any lien.\n\n                  4.24.14 CERCLA or RCRA. No current or past use, generation,\ntreatment, transportation, storage, disposal or handling practice of the Company\nwith respect to any Hazardous Substance has or will result in any liability,\nunder the CERCLA or RCRA or any state or local law of similar effect.\n\n                  4.24.15 Storage Tank or Pipeline. Except as set forth on\nSchedule 4.24, there is not now and has not been at any time in the past any\nunderground or above-ground storage tank or pipeline at any Facility where the\ninstallation, use, maintenance, repair, testing, closure or removal of such tank\nor pipeline was not in compliance with all Environmental Laws and there has been\nno Release from or rupture of any such tank or pipeline, including without\nlimitation any Release from or in connection with the filling or emptying of\nsuch tank or pipeline.\n\n                  4.24.16 Environmental Audits or Assessments. True, complete\nand correct copies of the written reports, and all parts thereof, to the extent\nsuch reports are in the possession or control of the Company, of all\nenvironmental audits or assessments which have been conducted at any Facility\nwithin the past five years, either by the Company or any attorney, environmental\nconsultant or engineer engaged for such purpose, have been delivered to Buyer\nand a list of all such reports, audits and assessments and any other similar\nreport, audit or assessment of which the Company or Sellers have knowledge is\nincluded on Schedule 4.24.\n\n                  4.24.17 Indemnification Agreements. The Company is not a\nparty, whether as a direct signatory or as successor, assign or third party\nbeneficiary, or, to the Company's knowledge, otherwise bound, to any lease or\nother Contract under which the Company is obligated by or entitled to the\nbenefits of, directly or indirectly, any representation, warranty,\nindemnification, covenant, restriction or other undertaking concerning\nEnvironmental Conditions.\n\n                  4.24.18 Releases or Waivers. The Company has not released any\nother person from any claim under any Environmental Law or waived any rights\nconcerning any Environmental Condition.\n\n                  4.24.19 Notices, Warnings and Records. Except as disclosed on\nSchedule 4.24, the Company has given all notices and warnings, made all reports,\nand has kept and maintained all records required by and in compliance with all\nEnvironmental Laws.\n\n         4.25 Insurance.\n\n                  4.25.1 Schedule 4.25 describes all policies of insurance\n(including the insurer, type of insurance and period of coverage) to which the\nCompany is a party or under which the Company or any employee, officer or\ndirector of the Company (in his or her capacity as such) is insured or has been\ninsured at any time within the three years preceding the date of this Agreement,\nand any self-\n\n\n                                       25\n   31\ninsurance arrangement by or affecting the Company, including any reserves\nestablished thereunder. All such policies, together with such self-insurance,\n(i) provide adequate insurance coverage for the Company, its business, assets\nand operations for all risks normally insured against by a person or entity\ncarrying on the same business or businesses as the Company, (ii) are sufficient\nfor compliance with all legal requirements and Contracts to which the Company is\na party or by which it is bound, and (iii) will continue in full force and\neffect following the Closing.\n\n                  4.25.2 Schedule 4.25 sets forth, by year, for the current\npolicy year and each of the three preceding policy years, a summary of the loss\nexperience under each policy, and a summary of the loss experience for all\nclaims that were self-insured, including the number and aggregate cost of such\nclaims;\n\n                  4.25.3 Except as set forth on Schedule 4.25, the Company has\nnot received (i) with respect to any insurance claims made in the past three\nyears, any refusal of coverage or any notice that a defense will be afforded\nwith reservation of rights, or (ii) any notice of cancellation or any other\nindication that any insurance policy is no longer in full force or effect or\nwill not be renewed or that the issuer of any policy is not willing or able to\nperform its obligations thereunder.\n\n                  4.25.4 The Company has paid all premiums due, and has\notherwise performed in all material respects all of its obligations under each\ninsurance policy described above.\n\n         4.26 Affiliate Transactions. Except as set forth on Schedule 4.26, no\nofficer or director of the Company, or any Seller, or any member of the\nimmediate family of any such officer, director, or Seller, or any entity in\nwhich any of such persons owns any beneficial interest (other than a publicly\nheld corporation whose stock is traded on a national securities exchange or in\nthe over-the-counter market and less than 1% of the stock of which is\nbeneficially owned by any of such persons) has any agreement with the Company or\nany interest in any agreement of the Company or in any property (real, personal,\nor mixed, tangible or intangible) owned or used by the Company or otherwise\npertaining to the Company or its business or assets. For purposes of the\npreceding sentence, the members of the immediate family of an officer or\ndirector of the Company or Seller shall consist of the spouse, parents,\nchildren, siblings, mothers- and fathers-in-law, sons- and daughters-in-law, and\nbrothers- and sisters-in-law of such officer, director or Seller.\n\n         4.27 Disclosure. To the knowledge of Seller, neither this Agreement nor\nany of the Schedules or Exhibits hereto contains or shall contain when delivered\nat Closing any untrue statement of a material fact or shall omit to state a\nmaterial fact necessary to make the statements contained herein or therein, in\nlight of the circumstances in which they were made, not misleading, and there is\nno fact which has not been disclosed to Buyer that has had or is reasonably\nlikely to have a Material Adverse Effect on the Company.\n\n\n                                       26\n   32\n                                    ARTICLE V\n                     REPRESENTATIONS AND WARRANTIES OF BUYER\n\n         5.1 Representations and Warranties of Buyer. Buyer hereby represents\nand warrants to Seller as follows, which representations and warranties are, as\nof the date hereof, and will be, as of the Closing Date, true and correct:\n\n                  5.1.1 Organization of Buyer. Buyer is a corporation duly\norganized, validly existing and in good standing under the laws of the State of\nDelaware.\n\n                  5.1.2 Authorization. Buyer has all requisite corporate power\nand authority, and has taken all corporate action necessary, to execute and\ndeliver this Agreement and each of the Ancillary Agreements to which it is a\nparty, to consummate the transactions contemplated hereby and thereby and to\nperform its obligations hereunder and thereunder. This Agreement has been duly\nexecuted and delivered by Buyer and is (and following their execution and\ndelivery by Buyer and the other parties thereto, as applicable, each of the\nAncillary Agreements to which Buyer is a party will be) a legal, valid and\nbinding obligation of Buyer, enforceable against Buyer in accordance with its\nterms.\n\n                  5.1.3 No Conflict or Violation. Neither the execution,\ndelivery or performance of this Agreement or the Ancillary Agreements to which\nBuyer is a party nor the consummation of the transactions contemplated hereby or\nthereby, nor compliance by Buyer with any of the provisions hereof or thereof,\nwill (i) violate or conflict with any provision of the Certificate of\nIncorporation or Bylaws of Buyer, (ii) violate any statute, rule, regulation,\nordinance, code, order, judgment, ruling, writ, injunction, decree or award\nbinding upon Buyer, or (iii) violate any contract or agreement to which Buyer is\na party, in each case to the extent that such violation or conflict would\nprevent Buyer from consummating the transactions contemplated hereby or result\nin any liability to Seller.\n\n                  5.1.4 Consents and Approvals. No notice to, declaration,\nfiling or registration with, or authorization, consent or approval of, or permit\nfrom, any governmental or regulatory body or authority, or any other person or\nentity, is required to be made or obtained by Buyer in connection with the\nexecution, delivery and performance of this Agreement or the Ancillary\nAgreements and the consummation of the transactions contemplated hereby or\nthereby, except (i) as may be required by Buyer to operate the Company's\nbusiness after the Closing, (ii) as has been obtained on or prior to the date\nhereof, or (iii) as required under the HSR Act.\n\n                  5.1.5 No Brokers. Neither Buyer nor any of its respective\nofficers, directors, or employees have employed or made any agreement with any\nbroker, finder or similar agent or any person or firm which will result in an\nobligation to pay any finders fees, brokerage fees or commission or similar\npayment in connection with the transactions contemplated hereby for which Seller\nor the Company will bear any responsibility.\n\n\n                                       27\n   33\n                  5.1.6 Litigation. No legal action is pending or, to the\nknowledge of Buyer, threatened against Buyer which seeks to delay, limit or\nenjoin the transactions contemplated by this Agreement.\n\n                  5.1.7 Financing. Buyer has available funds, or committed\ncredit facilities through which such funds may be provided, without material\ncondition, in order to pay the Purchase Price, and will maintain such\navailability until the Closing or termination of this Agreement.\n\n                                   ARTICLE VI\n               GENERAL COVENANTS OF BUYER, THE COMPANY AND SELLER\n\n         Buyer, the Company and Seller each covenant with the others as follows:\n\n         6.1 Further Assurances. Upon the terms and subject to the conditions\ncontained herein, each of the parties hereto agrees, both before and after the\nClosing, (i) to use all commercially reasonable efforts to take, or cause to be\ntaken, all actions and to do, or cause to be done, all things necessary, proper\nor advisable to consummate and make effective the transactions contemplated by\nthis Agreement, (ii) to execute any documents, instruments or conveyances of any\nkind which may be reasonably necessary or advisable to carry out any of the\ntransactions contemplated hereunder, and (iii) to cooperate with each other in\nconnection with the foregoing, including using their respective commercially\nreasonable efforts (A) to obtain all necessary waivers, consents and approvals\nfrom third parties; provided, however, that neither party shall be required to\nmake any material payments, commence litigation or agree to modifications of the\nterms of Contracts in order to obtain any such waivers, consents or approvals,\n(B) to obtain all necessary Permits as are required to be obtained under any\nfederal, state, local or foreign law or regulations, (C) to effect all necessary\nregistrations and filings, including without limitation required filings under\nthe HSR Act and all other submissions of information requested by governmental\nauthorities, and (D) to fulfill all conditions to this Agreement.\n\n         6.2 Environmental Assessments and Remediation. Buyer has conducted at\nthe Company's cost and expense environmental assessments of the Company's\nproperties by a qualified and reputable environmental consulting firm approved\nby Buyer. Prior to the Closing, Seller shall perform all remediation work or\nother corrective measures as have been agreed upon by Seller and Buyer and\nlisted on Schedule 6.2.\n\n         6.3 Notification. Prior to the Closing, each of the parties hereto\nagrees to use good faith efforts to notify the other parties in the event that\nsuch party obtains actual knowledge of any material breach of any representation\nor warranty of such other party; provided, however, that the foregoing shall in\nno way affect or mitigate the representations, warranties, covenants or\nindemnities contained herein.\n\n\n                                       28\n   34\n                                    ARTICLE 7\n                CONDUCT OF COMPANY AND BUYER PENDING THE CLOSING\n\n         7.1 Company and Seller Covenants. The Company and Seller hereby jointly\nand severally covenant and agree that from the date hereof to the Closing Date:\n\n                  7.1.1 Conduct of Business Pending the Closing. Except as\nspecifically contemplated in this Agreement or as disclosed in any schedule\nhereto, the business of the Company shall be conducted only in, and the Company\nshall take no action except in, the ordinary course, on an arm's length basis,\nand in accordance with past custom and practice and all applicable laws, rules,\nand regulations; and the Company shall maintain its Facilities and equipment in\ngood operating condition, ordinary wear and tear accepted; and the Company will\nnot, directly or indirectly, and Seller will not cause, or take any action or\nomit to take any action to permit, the Company to:\n\n                           (i) Cancel or terminate or permit to be canceled or\nterminated its current insurance (or reinsurance) policies or permit any of the\ncoverage thereunder to lapse, unless simultaneous with such termination,\ncancellation, or lapse, replacement policies providing coverage equal to or\ngreater than the coverage under the canceled, terminated, or lapsed policies are\nin full force and effect;\n\n                           (ii) Default under any material contract, agreement\nor commitment;\n\n                           (iii) Violate or fail to comply in any material\nrespect with any laws applicable to it;\n\n                           (iv) Fail to maintain its assets and properties in\naccordance with good standards of maintenance and as required in any leases or\nother agreements pertaining thereto;\n\n                           (v) Enter into or modify any employment, severance,\nor similar agreements or arrangements with, or grant any bonuses, salary\nincreases, or severance or termination pay to, any officers, directors,\nconsultants or, except in the ordinary course of business consistent with\nhistorical practices, employees, or adopt or amend any bonus, profit sharing,\ncompensation, stock option, pension, retirement, deferred compensation,\nemployment, or other benefit plan, trust, fund, or group arrangement for the\nbenefit or welfare of any officers, directors, or employees;\n\n                           (vi) Directly or indirectly enter into or modify any\nmaterial contract, agreement, or understanding or enter into any transaction not\nin the ordinary course of business;\n\n                           (vii) Cancel, without full payment, any note, loan,\nor other material obligation owing to the Company, or waive or compromise any\nmaterial right or claim except the write-off of accounts receivable in the\nordinary course of business;\n\n\n                                       29\n   35\n                           (viii) Acquire (by merger, exchange, consolidation,\nacquisition of stock or assets, or otherwise) any corporation, partnership,\njoint venture, or other business organization or division or assets thereof;\n\n                           (ix) Issue any shares of its capital stock, issue or\ncreate any warrants, obligations, subscriptions, options, convertible\nsecurities, or other commitments under which any additional shares of capital\nstock or other securities may be issued, or effect any transfer of outstanding\nshares of its capital stock, including shares of any class that might be\ndirectly or indirectly authorized, issued, or transferred from treasury, or\notherwise permit the transfer of any outstanding shares of capital stock or\ndeclare any dividends or distributions whether in cash, stock or other property;\n\n                           (x) Incur any indebtedness for borrowed money or\nissue any debt securities except the borrowing of working capital in the\nordinary course of business and consistent with past practice;\n\n                           (xi) Pay any obligation or liability, fixed or\ncontingent, except in the ordinary course of business; and\n\n                           (xii) Enter into any transactions with Seller or any\nother Affiliate of the Company other than payment of benefits and reimbursement\nof expenses in the normal course of business consistent with past practice, and\nexcept as disclosed on Schedule 4.26.\n\n                  7.1.2 Business Relationships. The Company will exercise its\nreasonable efforts to preserve intact its business organization and goodwill,\nkeep available the services of its officers and employees as a group, and\nmaintain satisfactory relationships with suppliers, distributors, customers, and\nothers having business relationships with it.\n\n                  7.1.3 Notification of Certain Matters. The Company shall (i)\nconfer on a regular basis with representatives of Buyer and report operational\nmatters and the general status of ongoing operations, (ii) promptly notify Buyer\nof any Material Adverse Change in the normal course of its business or in the\noperation of its properties and of any Actions or other governmental or third\nparty complaints, investigations, or hearings (or communications indicating that\nthe same may be contemplated); and (iii) promptly notify Buyer if the Company\nshall discover that any representation or warranty made by it or the Seller in\nthis Agreement was when made, or has subsequently become, untrue in any material\nrespect or if it or they have failed to or will fail to satisfy or perform in\nany material respect any covenant or agreement of the Company or Seller\ncontained herein.\n\n         7.2 Certain Closing Covenants.\n\n                  (a) Company and Buyer Covenants. Company shall use its\ncommercially reasonable efforts to cause the conditions specified in Article IX\nhereof, and Buyer shall use its commercially reasonable efforts to cause the\nconditions specified in Article VIII hereof, to be\n\n\n                                       30\n   36\nsatisfied at or prior to the Closing Date.\n\n                  (b) Seller's Covenants. Seller shall use his commercially\nreasonable efforts to (i) cause the conditions to Closing applicable to him, to\nbe satisfied and (ii) to cause the Company to satisfy the conditions to Closing\napplicable to him, in each case on or before the Closing Date.\n\n         7.3 No Negotiations. Neither the Company nor Seller shall, directly or\nindirectly, through any officer, director, agent, or otherwise, solicit,\ninitiate, or encourage submission of any proposal or offer from any person or\nentity (including any of its or their officers or employees) relating to the\nsale or other transfer or disposition of the Shares or any liquidation,\ndissolution, recapitalization, merger, consolidation, or acquisition or purchase\nof all or a portion of the assets (except sales of inventory in the ordinary\ncourse of business) of, or any equity interest in, the Company or other similar\ntransaction or business combination involving the Company, or participate in any\nnegotiations regarding, or furnish to any other person any information with\nrespect to, or otherwise cooperate in any way with, or assist, participate in,\nfacilitate, or encourage, any effort or attempt by any other person or entity to\ndo or seek any of the foregoing. The Company and Seller shall promptly notify\nBuyer if any such proposal or offer, or any inquiry from or contact with any\nperson with respect thereto, is made and shall promptly provide Buyer with such\ninformation regarding such proposal, offer, inquiry, or contact as Buyer may\nrequest.\n\n         7.4 Public Announcements. The parties hereto shall not issue any press\nrelease or public announcement, including announcements by any party for general\nreception by or dissemination to employees, agents, or customers, with respect\nto this Agreement and the other transactions contemplated by this Agreement\nwithout the prior written consent of the other parties hereto (which consent\nshall not be withheld unreasonably); provided, however, that Buyer may make any\ndisclosure or announcement of information it is obligated to make pursuant to\napplicable law or regulation, including any applicable law or regulation of the\nNasdaq Stock Market or any other national securities exchange or self regulatory\norganization, as applicable; provided, further, however, that the Company will\nhave the opportunity to review and provide comments on any such disclosure or\nannouncement prior to its release; and provided further, that Seller and the\nCompany acknowledge that Buyer may make disclosures to lenders, investment\nbankers, rating agencies and their agents regarding the transaction and the\nCompany.\n\n         7.5 Confidentiality. The parties shall continue to be bound by that\nConfidentiality Agreement dated February 3, 1998. Notwithstanding the foregoing,\nthe Seller and the Company consent to the dissemination of relevant information\nregarding the Company to facilitate the consent of its lenders in respect of the\ntransaction contemplated hereby, provided the recipients thereof are bound by\nappropriate obligations of confidentiality. Subject to limitations above,\nnothing herein or in the Confidentiality Agreement shall preclude a party from\ndeveloping or offering products or services competitive with those of the other\nparty.\n\n         7.6 Tax Matters. Buyer shall cause the Company to prepare and file all\nTax Returns for the Company for (i) all periods ending on or prior to the\nClosing Date which are filed after the\n\n\n                                       31\n   37\nClosing Date and (ii) all periods which began before the Closing Date and end\nafter the Closing Date. Buyer shall cause such Tax Returns to be prepared on a\nbasis reasonably consistent with the Tax Returns filed by the Company for prior\nperiods (so long as not inconsistent with applicable law), shall permit Seller\nto review and comment on each such Tax Return prior to filing, and shall make\nsuch revisions to such Tax Returns as are reasonably requested by Seller. Any\ndisputes with taxing authorities that may result in the imposition of Taxes for\nwhich Seller is responsible hereunder shall be subject to the provisions of\nArticle X hereof. Buyer shall cause the Company to retain all books and records\nwith respect to Taxes for which Seller is responsible hereunder until the\nexpiration of the statutes of limitations of the respective taxable periods.\n\n                                  ARTICLE VIII\n                       CONDITIONS TO SELLERS' OBLIGATIONS\n\n         The obligations of Seller to consummate the transactions provided for\nhereby are subject to the satisfaction, on or prior to the Closing Date, of each\nof the following conditions, any of which may be waived by Seller:\n\n         8.1 Representations, Warranties and Covenants. All representations and\nwarranties of Buyer contained in this Agreement shall be true and correct in all\nmaterial respects at and as of the date of this Agreement and at and as of the\nClosing Date, except as and to the extent that the facts and conditions upon\nwhich such representations and warranties are based are expressly required or\npermitted to be changed by the terms hereof, and Buyer shall have performed and\nsatisfied in all material respects all agreements and covenants required hereby\nto be performed by it prior to or on the Closing Date.\n\n         8.2 No Proceedings, Litigation or Laws. No Action by any governmental\nauthority or other person shall have been instituted or threatened which\nquestions the validity or legality of the transactions contemplated hereby and\nwhich could reasonably be expected to materially damage Seller if the\ntransactions contemplated hereunder are consummated. The waiting period under\nthe HSR Act shall have expired or been terminated.\n\n         8.3 Certificates. Buyer shall furnish Seller with such certificates of\nBuyer to evidence compliance with the conditions set forth in this Article VIII\nas may be reasonably requested by Seller.\n\n         8.4 Ancillary Agreements. Buyer shall have executed and delivered the\nAncillary Agreements to which it is a party.\n\n         8.5 Buyer Corporate Documents. Buyer shall have delivered to Seller a\ncopy of its Certificate of Incorporation certified by the Delaware Secretary of\nState, a good standing certificate dated not more than ten days prior to Closing\nby the Delaware Secretary of State and a copy of the resolutions adopted by\nBuyer in connection with this Agreement, certified by its corporate secretary.\n\n\n                                       32\n   38\n                                   ARTICLE IX\n                        CONDITIONS TO BUYER'S OBLIGATIONS\n\n         The obligations of Buyer to consummate the transactions provided for\nhereby are subject, in the discretion of Buyer, to the satisfaction, on or prior\nto the Closing Date, of each of the following conditions, any of which may be\nwaived by Buyer:\n\n         9.1 Representations, Warranties and Covenants. All representations and\nwarranties of Seller and the Company contained in this Agreement shall be true\nand correct in all material respects at and as of the date of this Agreement and\nat and as of the Closing Date, except as and to the extent that the facts and\nconditions upon which such representations and warranties are based are\nexpressly required or permitted to be changed by the terms hereof, and Seller\nand the Company shall have performed and satisfied in all material respects all\nagreements and covenants required hereby to be performed by them prior to or on\nthe Closing Date.\n\n         9.2 Consents. All Permits and waivers necessary to the consummation of\nthe transactions contemplated hereby and for the continued operation of the\nbusiness after the Closing by Buyer shall have been obtained including, without\nlimitation (i) all required third party consents, and (ii) the waiting period\nunder the HSR Act shall have expired or been terminated.\n\n         9.3 No Proceedings or Litigation. No Action by any governmental\nauthority or other person shall have been instituted or threatened which\nquestions the validity or legality of the transactions contemplated hereby and\nwhich could reasonably be expected to materially damage Buyer if the\ntransactions contemplated hereby are consummated, including without limitation\nany limitation or restriction on the right or ability of the Buyer to own or\ntransfer the Shares or of the Company to own, possess or transfer its assets\nafter the Closing. There shall not be any statute, rule or regulation that makes\nthe purchase and sale of the Shares or the Company contemplated hereby illegal\nor otherwise prohibited.\n\n         9.4 Opinions of Counsel. The Company and the Seller shall have\ndelivered to Buyer the opinion of Eastham, Meyer &amp; Vorpahl or such other counsel\nas may be reasonably acceptable to Buyer, dated as of the Closing Date, in form\nand substance reasonably satisfactory to Buyer, to the effect that:\n\n                  9.4.1 Incorporation. The Company and its Subsidiaries have\nbeen duly incorporated and are validly existing and in good standing under the\nlaws of their respective states of incorporation and are qualified to do\nbusiness and are in good standing in each state in which the ownership or lease\nof its properties, the employment of its personnel or character of its business\nrequires it to do so, except where the failure to be so qualified would not have\na Material Adverse Effect.\n\n\n                                       33\n   39\n                  9.4.2 Corporate Power and Authority. The Company has the\nnecessary corporate power and authority to enter into this Agreement and the\nAncillary Agreements to which it is a party and to consummate the transactions\ncontemplated hereby and thereby and the Company and the Subsidiaries own, lease\nand operate their respective assets and properties and to conduct their\nrespective businesses as presently conducted.\n\n                  9.4.3 Corporate Action. The execution, delivery and\nperformance of this Agreement and the Ancillary Agreements to which the Company,\nor any Subsidiary is a party have been duly authorized by all necessary\ncorporate or other action, and this Agreement and the Ancillary Agreements have\nbeen duly executed and delivered by the Company, the Subsidiaries, or the\nSeller, as applicable.\n\n                  9.4.4 Obligation of the Company or Seller. This Agreement and\neach Ancillary Agreement constitutes a legally valid and binding obligation of\nthe Company, the Subsidiaries, or the Seller, as applicable, enforceable against\nthe Company, the Subsidiaries, or the Seller in accordance with its terms,\nexcept as limited by (i) bankruptcy, insolvency, reorganization, moratorium or\nother similar laws relating to creditors' rights generally or by equitable\nprinciples (whether considered in an action at law or in equity), (ii)\nlimitations imposed by federal or applicable state law or equitable principles\nupon the availability of specific performance, injunctive relief or other\nequitable remedies, and (iii) other appropriate exceptions to enforceability.\n\n                  9.4.5 No Breach. Neither the execution and delivery of this\nAgreement or the Ancillary Agreements by the Company, the Subsidiaries, or the\nSeller, as applicable, nor the consummation of the transactions contemplated\nhereby or thereby will (i) violate or conflict with any provision of the\nArticles of Incorporation or Bylaws of the Company or any Subsidiaries, or (ii)\nbreach, or cause a default under, any term or provision of any Contract listed\non any Schedule to this Agreement relating to the Company or any Seller.\n\n                  9.4.6 No Permits Required. No Permit or filing with or consent\nof any governmental authority or any other person is required to be obtained by\nthe Company or the Seller for the execution and delivery of this Agreement or\nthe Ancillary Agreements by the Company, the Subsidiaries, or the Seller, as\napplicable, or the consummation by the Company, the Subsidiaries, or the Seller\nof the transactions contemplated hereby or thereby, except such as have been\nobtained or the failure to obtain would not materially adversely affect the\nCompany's or the Seller's ability to consummate the transactions contemplated\nhereby or thereby.\n\n                  9.4.7 No Actions Pending. To the knowledge of such counsel,\nexcept as set forth in the Schedules hereto, no Action is pending or threatened\n(i) against the Company or its Subsidiaries, or (ii) against any of the officers\nor directors of the Company or its Subsidiaries as such, or (iii) seeks to\ndelay, limit, enjoin or obtain damages in respect of the transactions\ncontemplated hereby.\n\n\n                                       34\n   40\n                  9.4.8 No Violation of Law. Neither the execution and delivery\nof this Agreement or any Ancillary Agreement by the Company or the Seller, as\napplicable, nor the consummation of the transactions contemplated hereby or\nthereby will violate any statute, law, ordinance, regulation, rule or, to the\nknowledge of such counsel, order of any federal or state government or any other\nfederal or state governmental department or agency, or any judgment, decree or\norder of any court known to such counsel to be applicable to the Company, the\nSubsidiaries or the Seller.\n\n                  9.4.9 Title to Shares. The authorized capital stock of the\nCompany consists solely of 200,000 shares of common stock, no par value per\nshare, and the issued and outstanding common stock of the Company consists\nsolely of the Shares, all of which are owned of record and beneficially by the\nSellers free and clear of all Encumbrances other than restrictions on transfer\nimposed by the federal and state securities laws. The Company owns all of the\ncapital stock of the Subsidiaries, free and clear of all Encumbrances other than\nrestrictions on transfer imposed by federal and state securities laws. To the\nknowledge of such counsel, there are no outstanding warrants, options or other\nrights to acquire, or securities convertible into or exercisable or exchangeable\nfor, shares of capital stock of the Company or any Subsidiary, nor any\ncommitments or agreements by the Company or any Subsidiary to issue any such\nrights or securities or shares of capital stock. Upon Closing, Buyer will\nacquire good and valid title to all of the Shares, free and clear of all\nEncumbrances.\n\n         9.5 Certificates. Seller and the Company shall furnish Buyer with such\ncertificates of Seller, the officers of the Company and others to evidence\ncompliance with the conditions set forth in this Article IX as may be reasonably\nrequested by Buyer.\n\n         9.6 Ancillary Agreements. Each of the Seller and the Company, as\nappropriate, shall have entered into the Ancillary Agreements.\n\n         9.7 Release of Encumbrances. The Company shall have filed or recorded\n(where necessary) and delivered to Buyer all documents necessary to release the\nShares and assets of the Company from all Encumbrances (except for Encumbrances\npermitted under Section 9.15), which documents shall be in a form reasonably\nsatisfactory to Buyer's counsel.\n\n         9.8 No Material Changes. Except as otherwise approved by Buyer, there\nshall not have been any Material Adverse Change in the Company since the date of\nthis Agreement.\n\n         9.9 Corporate Documents. Buyer shall have received from the Company\nresolutions adopted by its board of directors as it reasonably deems appropriate\napproving this Agreement and the Ancillary Agreements to which it is a party,\nand the transactions contemplated hereby and thereby.\n\n         9.10 Completion of Environmental Remediation. Seller shall have\ncompleted any required remediation listed on Schedule 6.2.\n\n\n                                       35\n   41\n         9.11 Financial Statement Deliveries. The Company shall have provided\nBuyer with (a) consolidated audited and unaudited interim financial statements\nthat satisfy applicable regulations of the Securities and Exchange Commission\n(\"SEC\"), and the Company's independent accountants shall have agreed to consent\nto inclusion of their reports on such audited financial statements in the\nfilings made by Buyer with the SEC and to deliver appropriate \"comfort letters\",\nincluding audited financial statements for the most recent fiscal year, and (b)\na certificate setting forth the cash and long-term debt of the Company as of the\nClosing Date (the \"Closing Certificate\") determined in good faith and in\naccordance with GAAP, applied on a basis consistent with the Financial\nStatements (as defined in Section 4.6) certified by the President and Chief\nFinancial Officer of the Company. The Closing Certificate shall be used to\ncalculate the amount of the Company's cash on hand pursuant to Section 2.2.1.\nSuch certificate shall be subject to the representations and warranties of\nSection 4.6 of this Agreement.\n\n         9.12 Affiliate Loans. All indebtedness owed to the Company by any\nSeller, or Affiliates of the Company or Seller, shall have been paid and\nsatisfied in full.\n\n         9.13 Resignations. Except as provided in the Ancillary Agreements, the\nofficers and directors of the Company (including its Subsidiaries) shall have\nresigned from such offices, and the officers and directors shall have released\nthe Company from all liabilities up through Closing.\n\n         9.14 Repayment of Indebtedness. All long-term debt of the Company shall\nhave been repaid and all pledges and guaranties related thereto shall have been\nreleased, or will be repaid and released concurrently with the Closing.\n\n         9.15 Title Matters. Within fifteen (15) days of the date hereof, Buyer\nshall have obtained commitments for title insurance from a title insurance\ncompany acceptable to Buyer for each parcel of real property owned by the\nCompany and with the leasehold interest in each material property leased by the\nCompany, naming the Buyer as insured, in an amount equal to the fair market\nvalue (or such lesser amount as Buyer may determine in Buyer's sole discretion)\nof such real property or leasehold interest therein, which commitments shall\nonly be subject to (a) ad valorem and real property taxes for the current tax\nyear that have not yet become due, (b) Permitted Liens, and (c) such other\nmatters as are approved in writing prior to Closing by Buyer.\n\n         9.16 Spousal Consent. The spouse of Seller shall have executed and\ndelivered a Spousal Consent in the form of Exhibit \"C\", after having consulted\ncounsel regarding its purpose and effect.\n\n         9.17 Due Diligence. Within five (5) days of the date hereof, Seller\nshall have delivered to Buyer Schedules to this Agreement reasonably acceptable\nto Buyer and within ten (10) days thereof, subject to Section 9.15, Buyer shall\nhave completed to its reasonable satisfaction its due diligence investigation of\nSeller (the satisfaction of this condition to be evidenced by a notice from\nBuyer to Seller delivered within the ten-day period stating that the Schedules\nare reasonably acceptable to Buyer and due diligence is complete). If this\ncondition is not satisfied, either Buyer or Seller may terminate this Agreement\nwithout liability to the other, provided that nothing herein\n\n\n                                       36\n   42\n*Confidential information has been omitted and filed seperately with the\nSecurities and Exchange Commission pursuant to a confidential treatment request.\n\nshall affect Seller's or the Company's obligations under Sections 7.3, 7.4 and\n7.5.\n\n                                    ARTICLE X\n                 REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION\n\n         10.1 Survival of Representations, Etc. The representations, warranties,\ncovenants and agreements of Seller, the Company, and Buyer contained in this\nAgreement and the certificates delivered hereunder shall survive the\nconsummation of the transactions contemplated hereby and the Closing Date,\nwithout regard to any investigation made by any of the parties hereto; provided,\nhowever, that any representations and warranties of the Company shall terminate\nas of the Closing. [*] There shall be no limitation in respect of any Claim\nbased upon fraud or intentional misrepresentation or omission. The termination\nof the representations and warranties provided herein shall not affect the\nrights of a party in respect of any Claim made by such party in a writing\nreceived by the other party prior to the expiration of the applicable survival\nperiod provided herein.\n\n         10.2 Indemnification.\n\n                  10.2.1 By Seller. Seller shall indemnify, defend, save and\nhold harmless Buyer, its Affiliates and subsidiaries (including the Company from\nand after the Closing Date), and its and their respective Representatives, from\nand against any and all claims, damages, costs, losses (including without\nlimitation diminution in value), Taxes, liabilities, judgments, penalties,\nfines, obligations, lawsuits, deficiencies, demands and expenses (whether or not\narising out of third-party claims), including without limitation interest,\npenalties, costs of mitigation, clean-up or remedial action), lost profits and\nother losses resulting from any shutdown or curtailment of operations, damages\nto the environment, attorneys' fees, experts' fees and all amounts paid in\ninvestigation, defense, audit or settlement of any of the foregoing (herein,\n\"Damages\"), incurred in connection with, arising out of, resulting from or\nincident to (i) any breach or inaccuracy of any representation or warranty, made\nby the Company or Seller in this Agreement or in any agreement or certificate\ndelivered hereunder; (ii) any breach of any covenant or agreement made by the\nCompany or Seller in this Agreement or in any agreement or certificate delivered\nhereunder, (iii) the Claims or Actions disclosed on Schedules 4.15 or 6.2 to\nthis Agreement or any agreement or certificate delivered hereunder (the \"Pending\nClaims\") and, (iv) the contingencies, remediation, clean up, Actions or Claims,\npending, potential or threatened, set forth in Schedule 4.24 (other than those\nset forth in Schedule 6.2, which is governed by subsection (iii) above).\n\n                  10.2.2 By Buyer. Buyer shall indemnify and save and hold\nharmless Seller, their Affiliates (other than the Company) and their\nRepresentatives from and against any and all Damages incurred in connection\nwith, arising out of, resulting from or incident to (i) the breach or inaccuracy\nof any representation or warranty made by Buyer in this Agreement or in any\nagreement or certificate delivered hereunder; or (ii) any breach of any covenant\nor agreement made by Buyer in this Agreement or any agreement or certificate\ndelivered hereunder.\n\n                  10.2.3 Cooperation. In connection with third party Actions,\nthe indemnified party\n\n\n                                       37\n   43\nshall cooperate in all reasonable respects with the indemnifying party and such\nattorneys in the investigation, trial and defense of such Action and any appeal\narising therefrom; provided, however, that the indemnified party may, at its own\ncost (except as provided in Section 11.2.5 hereof), participate in the\ninvestigation, trial and defense of such Action and any appeal arising\ntherefrom. The parties shall cooperate with each other in any notifications to\ninsurers.\n\n                  10.2.4 Defense of Claims. If a claim for Damages (a \"Claim\")\nis to be made by a party entitled to indemnification hereunder against the\nindemnifying party, the party claiming such indemnification shall give written\nnotice (a \"Claim Notice\") to the indemnifying party as soon as practicable after\nthe party entitled to indemnification becomes aware of any fact, condition or\nevent which may give rise to Damages for which indemnification may be sought\nhere under. The Claim Notice shall include the amounts the indemnified party\nbelieves in good faith are subject to indemnification and a brief basis of the\nclaim. The indemnified party may revise its estimate of any claim by notice to\nthe other party.\n\n                  10.2.5 Third Party Claims. If any Action is filed against any\nparty entitled to the benefit of indemnity hereunder, written notice thereof\nshall be given to the indemnifying party as promptly as practicable (and in any\nevent within 10 calendar days after the service of the citation or summons). The\nfailure of any indemnified party to give timely notice hereunder shall not\naffect rights to indemnification hereunder, except to the extent that the\nindemnifying party demonstrates actual damage caused by such failure. After such\nnotice, if the indemnifying party shall acknowledge in writing to the\nindemnified party that the indemnifying party shall be obligated under the terms\nof its indemnity hereunder in connection with Action, then the indemnifying\nparty shall be entitled, if it so elects, (i) to take control of the defense and\ninvestigation of Action, (ii) to employ and engage attorneys of its own choice\n(which shall be reasonably acceptable to the indemnified party) to handle and\ndefend the same, at the indemnifying party's cost, risk and expense unless the\nnamed parties to such Action include both the indemnifying party and the\nindemnified party and the indemnified party has been advised in writing by\ncounsel that there may be one or more legal defenses available to such\nindemnified party that are different from or additional to those available to\nthe indemnifying party, in which case the indemnified party shall be able to\nretain its own counsel (in the absence of conflict of interest, limited to one\nfirm for all such indemnified parties in each relevant jurisdiction) at the\nreasonable expense of the indemnifying party), and (iii) to compromise or settle\nsuch Action, which compromise or settlement shall be made only with the written\nconsent of the indemnified party, such consent not to be unreasonably withheld;\nunless such resolution, compromise, or settlement would in any way materially\nand adversely affect the indemnified party or its operations or occur at its\nFacilities, in which case such consent may be withheld in the discretion of such\nparty. If the indemnifying party fails to assume the defense of such Action\nwithin 10 calendar days after receipt of the written notice, the indemnified\nparty against which such Action has been asserted will (upon delivering notice\nto such effect to the indemnifying party) have the right to undertake, at the\nindemnifying party's cost and expense, the defense, compromise or settlement of\nsuch Action on behalf of and for the account and risk of the indemnifying party.\nIn the event the indemnified party assumes the defense of the Action, the\nindemnified party will keep the indemnifying party reasonably informed of the\nprogress of any such defense, compromise or\n\n\n                                       38\n   44\n*Confidential information has been omitted and filed seperately with the\nSecurities and Exchange Commission pursuant to a confidential treatment request.\n\nsettlement.\n\n                  10.2.6 Rights of Offset. All Purchase Price adjustments and\namounts as to which the Seller are obligated to indemnify Buyer shall be\nsatisfied first by set off against the outstanding principal amount of the\nHoldback Note.\n\n                  10.2.7 Limits on Indemnity.\n\n                           (i) [*] Notwithstanding the preceding sentence, the\nforegoing limitation shall not apply with respect to (A) Claims arising out of a\nbreach of a representation or warranty contained in Sections 4.5 and 4.21, (B)\nany Claims based on fraud or intentional misrepresentation or omission of the\nSeller or the Company, (C) the Pending Claims, or (D) the calculation of the\nPurchase Price pursuant to Sections 2.2.1 and 9.11(b).\n\n                           (ii) [*] Notwithstanding the preceding sentence, the\nforegoing limitation shall not apply with respect to (A) Claims arising out of a\nbreach of a representation or warranty contained in Section 4.5, (B) any Claims\nbased on fraud or intentional misrepresentation or omission of the Seller or the\nCompany, (C) the Pending Claims, or (D) the calculation of the Purchase Price\npursuant to Sections 2.2.1 and 9.11(b).\n\n                           (iii) The indemnifications provided for in this\nArticle X are the sole remedies available to a party for claims against the\nother party for any breach of any representation or warranty in this Agreement\nor the other matters referred to in clauses (i) to (iv) of Section 10.2.1 and\nall other remedies under law or equity with respect to such matters are hereby\nwaived; provided, however, that the foregoing limitation with respect to\nequitable remedies shall not apply with respect to claims based on fraud or\nintentional misrepresentation or omission.\n\n\n                                       39\n   45\n                                   ARTICLE XI\n                  ACTIONS BY SELLER AND BUYER AFTER THE CLOSING\n\n         11.1 Cooperation and Records Retention. Seller, the Company and Buyer\nshall (i) each provide the other with such assistance as may reasonably be\nrequested by any of them in connection with the preparation of any Tax Return,\naudit, or other examination by any taxing authority or judicial or\nadministrative proceedings relating to liability for Taxes, (ii) each retain and\nprovide the other with any records or other information that may be relevant to\nany such Tax Return, audit or examination, proceeding or determination, and\n(iii) each provide the other with any final determination of any such audit or\nexamination, proceeding, or determination that affects any amount required to be\nshown on any Tax Return of the other for any period.\n\n                                   ARTICLE XII\n                                  MISCELLANEOUS\n\n         12.1 Termination. This Agreement may be terminated at any time prior to\nClosing:\n\n                  12.1.1 By mutual written consent of Buyer and the Seller;\n\n                  12.1.2 By Buyer or Seller if the Closing shall not have\noccurred on or before October 30, 1998; provided, however, that this provision\nshall not be available to Buyer if Seller has the right to terminate this\nAgreement under Section 12.1.4, and this provision shall not be available to\nSeller if Buyer has the right to terminate this Agreement under Section 12.1.3;\n\n                  12.1.3 By Buyer if there is a material breach of any\nrepresentation or warranty of Seller or the Company of any covenant or agreement\nto be complied with or performed by Seller or the Company pursuant to the terms\nof this Agreement or the failure of a condition set forth in Article IX to be\nsatisfied (and such condition is not waived in writing by Buyer) on or prior to\nthe Closing Date, or the occurrence of any event which results or would result\nin the failure of a condition set forth in Article IX to be satisfied on or\nprior to the Closing Date, provided that Buyer may not terminate this Agreement\nprior to the Closing Date if Seller or the Company have not had an adequate\nopportunity to cure such failure by such time; or\n\n                  12.1.4 By Seller if there is a material breach of any\nrepresentation or warranty of Buyer or of any covenant or agreement to be\ncomplied with or performed by Buyer pursuant to the terms of this Agreement or\nthe failure of a condition set forth in Article VIII to be satisfied (and such\ncondition is not waived in writing by Seller) on or prior to the Closing Date,\nor the occurrence of any event which results or would result in the failure of a\ncondition set forth in Article VIII to be satisfied on or prior to the Closing\nDate; provided that Seller may not terminate this Agreement prior to the Closing\nDate if Buyer has not had an adequate opportunity to cure such failure by such\ntime.\n\n\n                                       40\n   46\n         12.2 In the Event of Termination. In the event of termination of this\nAgreement:\n\n                  12.2.1 Each party will redeliver all documents, work papers\nand other material of any other party relating to the transactions contemplated\nhereby, whether so obtained before or after the execution hereof, to the party\nfurnishing the same; and\n\n                  12.2.2 No party hereto shall have any liability or further\nobligation to any other party to this Agreement, except as stated in Sections\n7.5 or this Section 12.2.2, and except for any willful breach of this Agreement\noccurring prior to the proper termination of this Agreement.\n\n         12.3 Assignment. Neither this Agreement nor any of the rights or\nobligations hereunder may be assigned by any party without the prior written\nconsent of the other parties; except that Parent or Buyer may, without such\nconsent, assign all such rights to any lender as collateral security, and Buyer\nmay assign all such rights and obligations to a wholly-owned subsidiary or\nsubsidiaries of Buyer (or a partnership controlled by Buyer) which shall assume\nall obligations and liabilities of Buyer under this Agreement, but no such\nassignment shall relieve Buyer of its obligations hereunder or under the\nHoldback Note. Subject to the foregoing, this Agreement shall be binding upon\nand inure to the benefit of the parties hereto and their respective successors\nand permitted assigns, and, except in the case of indemnification expressly\nextended to other persons pursuant to Article X, no other person shall have any\nright, benefit or obligation under this Agreement as a third party beneficiary\nor otherwise.\n\n         12.4 Notices. All notices, requests, demands and other communications\nwhich are required or may be given under this Agreement shall be in writing and\nshall be deemed to have been duly given when received if personally delivered;\nwhen transmitted if transmitted by telecopy, electronic or digital transmission\nmethod; the day after it is sent, if sent for next day delivery to a domestic\naddress by recognized overnight delivery service (e.g., Federal Express); and\nupon receipt, if sent by certified or registered mail, return receipt requested.\nIn each case notice shall be sent to:\n\nIf to the Company, addressed to:\n\n                  Six Industries, Inc.\n                  P.O. Box 16370\n                  Houston, TX  77222\n\n\n                                       41\n   47\nwith a copy to:\n\n                  C. Michael Watson, Esq.\n                  Baker &amp; Botts LLP\n                  One Shell Plaza\n                  Houston, TX  77002-4995\n\nIf to Seller, addressed to:\n\n                  Wayne Harris\n                  Six Industries, Inc.\n                  4920 Airline Drive\n                  Houston, TX 77222\n\nwith a copy to:\n\n                  C. Michael Watson, Esq.\n                  Baker &amp; Botts LLP\n                  One Shell Plaza\n                  Houston, TX  77002-4995\n\nIf to Buyer, addressed to:\n\n                  Mr. Scott A. Schuff\n                  President and Chief Executive Officer\n                  Schuff Steel Company\n                  420 South 19th Avenue\n                  Phoenix, Arizona 85009\n\nwith a copy to:\n\n                  Steven D. Pidgeon, Esq.\n                  Snell &amp; Wilmer L.L.P.\n                  One Arizona Center\n                  Phoenix, Arizona 85004\n\nor to such other place and with such other copies as either party may designate\nas to itself by written notice to the others.\n\n         12.5 Choice of Law. This Agreement shall be construed, interpreted and\nthe rights of the parties determined in accordance with the laws of the State of\nTexas (without reference to the choice of law provisions thereof), except with\nrespect to matters of law concerning the internal affairs of any person (other\nthan a natural person) which is a party to or the subject of this Agreement, and\nas\n\n\n                                       42\n   48\nto those matters the law of the jurisdiction under which the respective person\nderives its powers shall govern.\n\n         12.6 Entire Agreement; Amendments and Waivers. This Agreement, together\nwith all exhibits and schedules hereto and the Ancillary Agreements, constitutes\nthe entire agreement among the parties pertaining to the subject matter hereof\nand supersedes all prior agreements, understandings, negotiations and\ndiscussions, whether oral or written, of the parties. This Agreement may not be\namended except by an instrument in writing signed on behalf of each of the\nparties hereto. No amendment, supplement, modification or waiver of this\nAgreement shall be binding unless executed in writing by the party to be bound\nthereby. No waiver of any of the provisions of this Agreement shall be deemed or\nshall constitute a waiver of any other provision hereof (whether or not\nsimilar), nor shall such waiver constitute a continuing waiver unless otherwise\nexpressly provided.\n\n         12.7 Multiple Counterparts. This Agreement may be executed in one or\nmore counterparts, each of which shall be deemed an original, but all of which\ntogether shall constitute one and the same instrument.\n\n         12.8 Expenses. Except as otherwise specified in this Agreement, each\nparty hereto shall pay its own legal, accounting, out-of-pocket and other\nexpenses incident to this Agreement and to any action taken by such party in\npreparation for carrying this Agreement into effect.\n\n         12.9 Invalidity. In the event that any one or more of the provisions\ncontained in this Agreement or in any other instrument referred to herein,\nshall, for any reason, be held to be invalid, illegal or unenforceable in any\nrespect, then to the maximum extent permitted by law, such invalidity,\nillegality or unenforceability shall not affect any other provision of this\nAgreement or any other such instrument.\n\n         12.10 Titles. The titles, captions or headings of the Articles,\nSections and subsections herein are inserted for convenience of reference only\nand are not intended to be a part of or to affect the meaning or interpretation\nof this Agreement.\n\n         12.11 Cumulative Remedies. Subject to provisions of Section 12.12 and\n10.2.7, all rights and remedies of either party hereto are cumulative of each\nother and of every other right or remedy such party may otherwise have at law or\nin equity, and the exercise of one or more rights or remedies shall not\nprejudice or impair the concurrent or subsequent exercise of other rights or\nremedies. Subject to Section 10.2.7(iii), nothing herein shall limit a party's\nrights to seek equitable relief, including specific performance, injunctive\nrelief or recission, from a court of law.\n\n         12.12 Arbitration.\n\n                  (a) Except as specifically provided herein, any unresolved\ndispute or controversy arising under or in connection with this Agreement, or\nthe breach thereof, shall be exclusively and\n\n\n                                       43\n   49\nfinally settled by binding arbitration pursuant to this Section 12.12. The\narbitration proceedings shall be conducted in accordance with the terms of this\nSection 12.12 and the Commercial Arbitration Rules of the American Arbitration\nAssociation as in effect from time to time (the \"Arbitration Rules\").\n\n                  (b) Any party hereto may invoke arbitration under Section\n12.12 at any time by serving on the other interested parties a written notice of\narbitration, which shall specify with reasonable details (1) the matter in\ndispute, (2) the relief requested and (3) the grounds therefor. The arbitration\nshall be heard and determined by a single arbitrator who shall be impartial and\nindependent of the parties to the dispute. The single arbitrator shall be\nappointed by the unanimous consent of the parties. If the parties cannot reach\nagreement on an arbitrator within thirty (30) days of the submission of a notice\nof arbitration, the arbitrator shall be selected by the Phoenix Office of the\nAmerican Arbitration Association. If an arbitrator should die, withdraw or\notherwise become incapable of serving, a replacement shall be selected and\nappointed in a like manner as the original arbitrator.\n\n                  (c) (i) Unless the parties and the arbitrator agree otherwise,\nthe arbitration proceedings shall be held in Phoenix, Arizona, at a place\ndetermined by the arbitrator.\n\n                  (ii) The parties may offer such evidence as is relevant and\n         material to the dispute and shall produce such additional evidence as\n         the arbitrator may deem necessary to the determination of the dispute.\n\n         (d) The prevailing party in any such arbitration proceedings shall be\nentitled to attorneys' fees and other out-of-pocket expenses reasonably and\nnecessarily incurred in connection with such proceeding the amounts of which\nshall be contained in the award of the arbitrator.\n\n         (e) This Section 12.12 shall survive the termination or expiration of\nthis Agreement.\n\n                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]\n\n\n                                       44\n   50\n         IN WITNESS WHEREOF, the parties hereto have executed or caused this\nAgreement to be duly executed on their respective behalf, where appropriate by\ntheir respective officers or fiduciaries thereunto duly authorized, all as of\nthe day and year first above written.\n\n                                                                 (the \"Company\")\n\n                                    Six Industries, Inc.\n\n                                    By:_________________________________________\n                                    Name:_______________________________________\n                                    Its:________________________________________\n\n                                                                       (\"Buyer\")\n\n                                    Schuff Steel Company\n\n                                    By:_________________________________________\n                                    Name:_______________________________________\n                                    Its:________________________________________\n\n                                                                      (\"Seller\")\n\n                                    ____________________________________________\n                                    Wayne Harris\n\n\n                                       45\n   51\n                                    SCHEDULES\n\nOrganizaton of the Company...................................................4.1\nList of Subsidiaries.........................................................4.2\nCapital Stock................................................................4.2\nAuthorization................................................................4.3\nNo Violation; Consents ......................................................4.4\nCapitalization...............................................................4.5\nFinancial Statements. .......................................................4.6\nNo Change in the Assets......................................................4.7\nAssets; Absence of Encumbrances. ............................................4.9\nDescription ................................................................4.10\nTitle ....................................................................4.10.2\nLeases....................................................................4.10.3\nNo Unpaid Charges.........................................................4.10.4\nReceivables.................................................................4.11\nContracts ..................................................................4.13\nLitigation..................................................................4.15\nLabor Matters...............................................................4.16\nCompliance with Laws........................................................4.17\nNo Brokers..................................................................4.18\nProprietary Rights..........................................................4.20\nRoyalties and Licenses......................................................4.20\nFiling of Tax Returns; Payment of Taxes...................................4.21.1\nTaxing Jurisdictions......................................................4.21.2\nGeneral Tax Matters.......................................................4.21.3\nTax Attributes............................................................4.21.4\nCopies of Tax Returns.....................................................4.21.5\nEmployees and Employee Benefits.............................................4.22\nCompliance With Environmental Laws..........................................4.24\nPermits.....................................................................4.24\nEnvironmental Conditions....................................................4.24\nStorage Tank................................................................4.24\nEnvironmental Audits or Assessments......................................4.24.16\nNotices, Warnings and Records............................................4.24.19\nInsurance...................................................................4.25\nAffiliate Transactions......................................................4.26\nEnvironmental Assessments and Remediation....................................6.2\n\n* The registrant hereby agrees to furnish the above Schedules to the Securities\nand Exchange Commission upon request.\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8773],"corporate_contracts_industries":[9481],"corporate_contracts_types":[9622,9627],"class_list":["post-43709","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-schuff-international-inc","corporate_contracts_industries-construction__specialty","corporate_contracts_types-planning","corporate_contracts_types-planning__purchase"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/43709","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=43709"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=43709"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=43709"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=43709"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}