AGREEMENT & PLAN OF MERGER

EXHIBIT 2.1

AGREEMENT AND PLAN OF MERGER

AMONG

THE GEO GROUP, INC.,

GEO ACQUISITION II, INC.

AND

CENTRACORE PROPERTIES TRUST

DATED AS OF SEPTEMBER 19, 2006

Table of Contents

COMPANY DISCLOSURE SCHEDULES

EXHIBITS

     AGREEMENT AND PLAN OF MERGER (this “ Agreement ”), dated as of September 19, 2006, is made by and among THE GEO GROUP, INC., a Florida corporation (“ Parent ”), GEO ACQUISITION II, INC., a Delaware corporation and a direct wholly-owned subsidiary of Parent (“ MergerCo ”), and CENTRACORE PROPERTIES TRUST, a Maryland real estate investment trust (the “ Company ”).

     WHEREAS, the parties wish to effect a business combination through a merger of the Company with and into MergerCo (the “ Merger ”) on the terms and conditions set forth in this Agreement and in accordance with the Delaware General Corporation Law (the “ DGCL ”) and the Corporations and Associations Article of the Annotated Code of Maryland (the “ MGCL ”);

     WHEREAS, the Board of Trustees of the Company (the “ Company Board ”) has approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable;

     WHEREAS, the Board of Directors of Parent and the Board of Directors of MergerCo have approved this Agreement, the Merger and the other transactions contemplated by this Agreement and determined that this Agreement, the Merger and the other transactions contemplated by this Agreement are advisable, and Parent has approved this Agreement and the Merger as the sole stockholder of MergerCo;

     WHEREAS, the parties intend that for federal, and applicable state, income tax purposes the Merger will be treated as a taxable sale by the Company of all of the company’s assets to MergerCo in exchange for the Merger Consideration (as defined herein) to be provided to the stockholders of the Company and the assumption of all of the Company’s liabilities, followed by a distribution of such Merger Consideration to the stockholders of the Company in liquidation pursuant to Section 331 and Section 562 of the Internal Revenue Code of 1986, as amended (the “ Code ”), and that this Agreement shall constitute a “plan of liquidation” of the Company for federal income tax purposes; and

     WHEREAS, Parent, MergerCo and the Company desire to make certain representations, warranties, covenants and agreements in connection with the Merger, and also to prescribe various conditions to the Merger.

     NOW, THEREFORE, in consideration of the mutual representations, warranties, covenants and agreements set forth herein, and intending to be legally bound, Parent, MergerCo and the Company hereby agree as follows:

ARTICLE I
The Merger

     1.1 The Merger . Subject to the terms and conditions of this Agreement, at the Effective Time (as defined below), the Company and MergerCo shall consummate the Merger, pursuant to which (a) the Company shall be merged with and into MergerCo and the separate corporate existence of the Company shall thereupon cease and (b) MergerCo shall be the

surviving corporation in the Merger (the “ Surviving Corporation ”) and shall remain a wholly owned subsidiary of Parent. From and after the Effective Time, MergerCo shall succeed to and assume all the rights and obligations of the Company. The Merger shall have the effects specified in Section 259 of the DGCL and Section 8-501.1 of the MGCL.

     1.2 Certificate of Incorporation and Bylaws .

     (a) The name of the Surviving Corporation shall be “GEO Acquisition II, Inc.”.

     (b) The amended and restated certificate of incorporation of MergerCo, as attached hereto as Exhibit A (the “ Amended Charter ”), shall be the certificate of incorporation of the Surviving Corporation until thereafter amended as provided therein or by law.

     (c) The bylaws of MergerCo, as in effect immediately prior to the Effective Time, shall be the bylaws of the Surviving Corporation until thereafter amended as provided by law, by such certificate of incorporation or by such bylaws.

     1.3 Effective Time . On the Closing Date, MergerCo and the Company shall duly execute and file a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware (the “ DSOS ”) in accordance with the DGCL and articles of merger (the “ Articles of Merger ”) with the State Department of Assessments and Taxation for the State of Maryland (the “ MSDAT ”) in accordance with the MGCL. The Merger shall become effective upon the later of the filing date of the Certificate of Merger with the DSOS or the filing date of the Articles of Merger with the MSDAT, or such later time which the parties hereto shall have agreed upon and designated in such filings in accordance with the DGCL and MGCL as the effective time of the Merger but not to exceed ninety (90) days after the respective filing dates of the Certificate of Merger with the DSOS and the Articles of Merger with the MSDAT (the “ Effective Time ”).

     1.4 Closing . The closing of the Merger (the “ Closing ”) shall occur as promptly as practicable (but in no event later than the second (2nd) Business Day) after all of the conditions set forth in Article VII (other than conditions that by their terms are required to be satisfied or waived at the Closing) shall have been satisfied or, to the extent permitted by applicable law, waived by the party entitled to the benefit of the same (unless extended by the mutual agreement of the parties hereto), and, subject to the foregoing, shall take place at 10:00 a.m., local time, on such date (the “ Closing Date ”) at the offices of Goodwin Procter LLP, 599 Lexington Avenue, New York, New York 10022, or at such other place as mutually agreed to by the parties hereto; provided , however , that notwithstanding anything herein to the contrary, the Closing Date shall not occur before January 1, 2007 without the mutual consent of both parties.

     1.5 Directors and Officers of the Surviving Corporation . The directors of MergerCo immediately prior to the Effective Time shall be the initial directors of the Surviving Corporation and the officers of MergerCo immediately prior to the Effective Time shall be the initial officers of the Surviving Corporation, each to hold office in accordance with the Amended Charter and bylaws of the Surviving Corporation.

ARTICLE II
Merger Consideration; Conversion of Stock

     2.1 Conversion of Company Stock . At the Effective Time, by virtue of the Merger and without any action on the part of any holder thereof:

     (a) Capital Stock of MergerCo . Each share of common stock of MergerCo, par value $0.01 per share, issued and outstanding immediately prior to the Effective Time shall remain outstanding and shall represent one (1) share of the validly issued, fully paid and nonassessable share of common stock of the Surviving Corporation, par value $0.01 per share.

     (b) Cancellation of Parent-Owned and MergerCo-Owned Company Common Stock . Each issued and outstanding share of common stock of the Company, par value $0.001 per share (the “ Company Common Stock ”) that is owned by Parent, MergerCo or any Subsidiary of Parent or MergerCo immediately prior to the Effective Time (collectively, the “ Excluded Shares ”) shall automatically be canceled and retired and shall cease to exist, and no cash, stock or other consideration shall be delivered or deliverable in exchange therefor.

     (c) Conversion of Company Common Stock . Each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Excluded Shares) shall automatically be converted into the right to receive cash in amount equal to (i) $32.00, plus (ii) an amount equal to $0.46 multiplied by the quotient obtained by dividing (x) the number of days between the last day of the last quarter for which full quarterly dividends on the Company Common Stock have been declared and paid and the Closing Date (including the Closing Date), by (y) the total number of days in the quarter in which the Closing Date occurs ((i) and (ii) together, the “ Merger Consideration ”).

     (d) Cancellation and Retirement of Company Common Stock . As of the Effective Time, all shares of Company Common Stock (other than Excluded Shares) issued and outstanding immediately prior to the Effective Time, shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, and each holder of a certificate representing any such shares of Company Common Stock (a “ Certificate ”) shall cease to have any rights with respect to such shares, except, in all cases, the right to receive the Merger Consideration, without interest, upon surrender of such Certificate in accordance with Section 2.2. The right of any holder of any share of Company Common Stock to receive the Merger Consideration shall be subject to and reduced by the amount of any withholding that is required under applicable tax law.

     (e) Cancellation of Company Stock Options . At the Effective Time, each outstanding qualified or nonqualified option to purchase shares of Company Common Stock (“ Company Stock Options ”) under any employee stock option or compensation plan or arrangement of the Company (“ Company Equity Award Plans ”), whether or not exercisable at the Effective Time and regardless of the exercise price thereof, shall be

cancelled, effective as of the Effective Time, in exchange for the right to receive at the Effective Time a single lump sum cash payment, equal to the product of (x) the number of shares of Company Common Stock subject to such Company Stock Option immediately prior to the Effective Time, whether or not vested or exercisable, and (y) the excess, if any, of $32.00 over the exercise price per share of such Company Stock Option (the “ Option Merger Consideration ”); provided that if the exercise price per share of any such Company Option is equal to or greater than $32.00, such Company Stock Option shall be canceled without any cash payment being made in respect thereof.

     (f) Parent and MergerCo acknowledge that all restricted stock awards granted under the Company Equity Award Plans shall vest in full immediately prior to the Effective Time so as to no longer be subject to any forfeiture or vesting requirements and all such shares of Company Common Stock shall be considered outstanding shares for all purposes of this Agreement, including receipt of the Merger Consideration.

     (g) Parent and MergerCo acknowledge that all deferred share awards granted pursuant to the Company’s Deferred Share Long-Term Loyalty Bonus Agreement as set forth in Section 3.3(d) of the Company Disclosure Schedule shall, as of immediately prior to the Effective Time, no longer be subject to any forfeiture or vesting requirements and all deferred shares of Company Common Stock granted in connection therewith shall be considered outstanding shares for all purposes of this Agreement, including receipt of the Merger Consideration.

     2.2 Exchange of Certificates .

     (a) Paying Agent . Prior to the mailing of the Proxy Statement, the Company shall appoint a bank or trust company reasonably satisfactory to Parent to act as Paying Agent (the “ Paying Agent ”) for the payment of the Merger Consideration and the Option Merger Consideration. At least one (1) Business Day prior to the Closing Date, Parent shall deposit with the Paying Agent, for the benefit of the holders of shares of Company Common Stock, for exchange in accordance with this Article II, and for the benefit of holders of Company Stock Options for payment in accordance with Section 2.1(e), the aggregate Merger Consideration and Option Merger Consideration (such total deposited cash being hereinafter referred to as the “ Exchange Fund ”). The Paying Agent shall make payments of the Merger Consideration and the Option Merger Consideration out of the Exchange Fund in accordance with this Agreement, the Articles of Merger and Certificate of Merger. The Exchange Fund shall not be used for any other purpose. Any and all interest earned on the Exchange Fund shall be paid to Parent.

     (b) Stock Transfer Books . At the Effective Time, the common stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of the Company Common Stock on the records of the Company. From and after the Effective Time, the holders of Certificates representing ownership of the Company Common Stock outstanding immediately prior to the Effective Time shall cease to have rights with respect to such Company Common Stock, except as otherwise provided for herein. On or after the Effective Time, any Certificates presented to the Paying Agent or Parent for any reason shall be converted into the applicable Merger

Consideration with respect to the shares of Company Common Stock formerly represented thereby. On and after the Effective Time, a holder of a Company Stock Option shall have only the right to receive the Option Merger Consideration as provided in Section 2.1(e).

     (c) Exchange Procedures . As soon as possible after the Effective Time (but in any event within three (3) Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock whose shares were converted into the right to receive Merger Consideration pursuant to Section 2.1: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration to which the holder thereof is entitled. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash payable in respect of the shares of Company Common Stock previously represented by such Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Section 2.2. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

     (d) No Further Ownership Rights in Company Common Stock or Company Stock Options Exchanged For Cash . The Merger Consideration paid upon the surrender for exchange of Certificates representing shares of Company Common Stock in accordance with the terms of this Article II shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock exchanged for cash theretofore represented by such Certificates. The Option Merger Consideration paid with respect to Company Stock Options in accordance with the terms of this Article II and Section 2.1(e) shall be deemed to have been paid in full satisfaction of all rights pertaining to the canceled Company Stock Options and on and after the Effective Time the holder of a Company Stock Option shall have no further rights to exercise any Company Stock Option.

     (e) Termination of Exchange Fund . Any portion of the Exchange Fund which remains undistributed to the holders of the Certificates for twelve (12) months after the Effective Time shall be delivered to Parent and any holders of shares of Company Common Stock or Company Stock Options prior to the Merger who have not theretofore complied with this Article II shall thereafter look only to Parent and only as general creditors thereof for payment of the Merger Consideration or the Option Merger Consideration, as applicable.

     (f) No Liability . None of Parent, MergerCo, the Surviving Corporation, the Company or the Paying Agent, or any employee, officer, trustee, director, agent or Affiliate thereof, shall be liable to any Person in respect of Merger Consideration or Option Merger Consideration, as applicable, from the Exchange Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law.

     (g) Investment of Exchange Fund . The Paying Agent shall invest any cash included in the Exchange Fund, as directed by the Surviving Corporation, on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments.

     (h) Lost Certificates . If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof, pursuant to this Agreement.

     2.3 Withholding Rights . The Surviving Corporation or the Paying Agent, as applicable, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any Person (including, without limitation, any holder of shares of Company Common Stock, whether or not restricted, Company Stock Options or any grantee of a Company deferred share award) such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, and the rules and regulations promulgated thereunder, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld by the Surviving Corporation or the Paying Agent, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction and withholding was made by the Surviving Corporation or the Paying Agent.

     2.4 Dissenters’ Rights . No dissenters’ or appraisal rights shall be available with respect to the Merger.

     2.5 Alternative Structure of the Merger . While it is currently contemplated that the Merger shall be effected through the merger of the Company with and into MergerCo, Parent

may elect by timely prior written notice to the Company, to cause the Merger to be effected through an alternative transaction structure pursuant to which MergerCo would merge with and into the Company with the Company surviving (the “ Alternative Merger ”), in which case, at the effective time of the Alternative Merger, (a) the Company would become a wholly-owned subsidiary of Parent, (b) all the property, rights privileges, powers and franchises of the Company and MergerCo shall vest in the Company as the surviving corporation, and all debts, liabilities and duties of the Company and MergerCo shall become the debts, liabilities and duties of the Company as the surviving corporation, and (c) the conversion and cancellation of shares of the capital stock of the Company and Merger Co shall be effected as set forth on Exhibit B. The Company shall have the right, in its sole discretion, to consent to or deny such alternative structure. If Parent makes such election and the Company consents, (i) the parties shall take all actions and make all filings required to consummate the Alternative Merger, including MergerCo and the Company shall duly execute and file a certificate of merger (“ Alternative Certificate of Merger ”) with the DSOS in accordance with the DGCL and articles of merger (“ Alternative Articles of Merger ”) with the MSDAT in accordance with the MGCL, (ii) the Alternative Merger shall become effective upon the later of the filing date of the Alternative Certificate of Merger with the DSOS or the filing date of the Alternative Articles of Merger with the MSDAT, or such later time which the parties hereto shall have agreed upon and designated in such filings in accordance with the DGCL and the MGCL as the effective time of the Alternative Merger but not to exceed ninety (90) days after the respective filing dates of the Alternative Certificate of Merger with the DSOS and the Alternative Articles of Merger with the MSDAT (the “ Alternative Merger Effective Time ”), (iii) “the Merger” shall be deemed to refer to the Alternative Merger, (iv) “Effective Time” shall be deemed to refer to the Alternative Merger Effective Time and (v) “Surviving Corporation” shall be deemed to refer to the Company in its capacity as the surviving entity in the Alternative Merger.

     2.6 Alternative Structure of the Acquisition . While it is currently contemplated that the Merger shall be effected through the merger of the Company with and into MergerCo, Parent may elect, by timely prior written notice to the Company, to cause the Merger to be effected through an alternative transaction structure pursuant to which the Company sells to Parent or MergerCo all of the partnership interests of CPT Operating Partnership L.P. in exchange for an amount of cash equal to the Merger Consideration and the Option Merger Consideration. The Company shall have the right, in its sole discretion, to consent to or deny such alternative structure.

ARTICLE III
Representations and Warranties of the Company

     Except as set forth in the disclosure schedules delivered at or prior to the execution hereof to Parent and MergerCo (the “ Company Disclosure Schedule ”) the Company represents and warrants to Parent and MergerCo as follows:

     3.1 Existence; Good Standing; Authority; Compliance with Law .

     (a) The Company is a real estate investment trust (a “ REIT ”) duly formed, validly existing and in good standing under the laws of the State of Maryland. Except as

set forth in Section 3.1(a)of the Company Disclosure Schedule, the Company is duly qualified or licensed to do business as a foreign corporation and is in good standing under the laws of any other jurisdiction in which the character of the properties owned, leased or operated by it therein or in which the transaction of its business makes such qualification or licensing necessary, except where the failure to be so qualified or licensed would not, individually or in the aggregate, have a Company Material Adverse Effect. The Company has all requisite corporate power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted.

     (b) Each of the Company Subsidiaries listed in Section 3.1(b) of the Company Disclosure Schedule (the “ Company Subsidiaries ”) is a corporation, limited partnership or limited liability company duly incorporated or organized, validly existing and in good standing under the laws of its jurisdiction of incorporation or organization. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, each Company Subsidiary is duly qualified or licensed to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification or licensing, except for jurisdictions in which such failure to be so qualified, licensed or to be in good standing would not, individually or in the aggregate, have a Company Material Adverse Effect. Each Company Subsidiary has all requisite power and authority to own, operate, lease and encumber its properties and carry on its business as now conducted. The Company has no other Subsidiaries other than the Company Subsidiaries.

     (c) Except as set forth in Section 3.1(c) of the Company Disclosure Schedule, neither the Company nor any of the Company Subsidiaries is in violation of any Order of any court, governmental authority or arbitration board or tribunal, or has received any written notice that the Company or any of the Company Subsidiaries is in violation of any law, ordinance, governmental rule or regulation to which the Company or any Company Subsidiary or any of their respective properties or assets is subject, where such violation, alone or together with all other violations, would have a Company Material Adverse Effect. The Company and the Company Subsidiaries have obtained all licenses, permits and other authorizations and have taken all actions required by applicable law or governmental regulations in connection with their businesses as now conducted, except where the failure to obtain any such license, permit or authorization or to take any such action, alone or together with all other such failures, would not have a Company Material Adverse Effect.

     (d) The Company has previously provided or made available to Parent true and complete copies of the declaration of trust and bylaws and the other charter documents, articles of incorporation, bylaws, organizational documents and partnership, limited liability company and joint venture agreements (and in each such case, all amendments thereto) of the Company and each of the Company Subsidiaries as in effect on the date of this Agreement.

     3.2 Authorization, Takeover Laws, Validity and Effect of Agreements .

     (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the transactions contemplated hereby and perform its obligations hereunder. Subject only to the approval of this Agreement by the holders of shares of Company Common Stock, the execution, delivery and performance by the Company of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action on behalf of the Company. In connection with the foregoing, the Company Board has taken such actions and votes as are necessary on its part to render the provisions of any “fair price,” “moratorium,” “control share acquisition” or any other anti-takeover statute or similar federal or state statute inapplicable to this Agreement, the Merger and the transactions contemplated by this Agreement. This Agreement, assuming due and valid authorization, execution and delivery hereof by Parent and MergerCo, constitutes a valid and legally binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar laws relating to creditors’ rights and general principles of equity.

     3.3 Capitalization .

     (a) The authorized capital stock of the Company consists of 150,000,000 shares of Company Common Stock and 50,000,000 shares of preferred stock, par value $0.001 per share (“ Company Preferred Stock ”). As of June 30, 2006 (i) 11,003,050 shares of Company Common Stock were issued and outstanding, (ii) 421,950 shares of Company Common Stock have been authorized and reserved for issuance pursuant to the Company’s Equity Award Plans as listed in Sections 3.3(a), 3.3(c) and 3.3(d) of the Company Disclosure Schedule, subject to adjustment on the terms set forth in the Company Equity Award Plans, and (iii) 276,000 Company Stock Options were outstanding. As of the date of this Agreement, the Company had no shares of Company Common Stock reserved for issuance other than as described above. All such issued and outstanding shares of capital stock of the Company are duly authorized, validly issued, fully paid, nonassessable and free of preemptive rights.

     (b) The Company has no outstanding bonds, debentures or notes the holders of which have the right to vote (or which are convertible into or exercisable for securities having the right to vote) with the shareholders of the Company on any matter.

     (c) Section 3.3(c) of the Company Disclosure Schedule sets forth a true, complete and correct list of Company Stock Options, all of which are fully vested, including the name of the Person to whom such Company Stock Options have been granted, the number of shares subject to each Company Option and the per share exercise price for each Company Option. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 3.3(c) have been furnished or made available to Parent. Except as set forth in Section 3.3(c) of the Company Disclosure Schedule and except for the Company Stock Options (all of which have been issued under the Company Equity Award Plans), as of the date of this Agreement, there are not any existing options, warrants, calls, subscriptions, convertible securities, or other rights,

agreements or commitments which obligate the Company or any Company Subsidiary to issue, transfer or sell any shares of capital stock of the Company.

     (d) Section 3.3(d) of the Company Disclosure Schedule sets forth a true, complete and correct list of the restricted stock awards granted under the Company Equity Award Plans. True and complete copies of all instruments (or the forms of such instruments) referred to in this Section 3.3(d) have been furnished or made available to Parent. As of June 30, 2006, there were 8,500 deferred shares of the Company outstanding. The Company has not issued any other “phantom” stock or stock appreciation rights.

     (e) Except as set forth in Section 3.3(e) of the Company Disclosure Schedule, there are no agreements or understandings to which the Company or any Company Subsidiary is a party with respect to the voting of any shares of capital stock of the Company or which restrict the transfer of any such shares, nor does the Company have knowledge of any third party agreements or understandings with respect to the voting of any such shares or which restrict the transfer of any such shares.

     (f) Except as set forth in Section 3.3(f) of the Company Disclosure Schedule, there are no outstanding contractual obligations of the Company or any Company Subsidiary to repurchase, redeem or otherwise acquire any shares of capital stock, partnership interests or any other securities of the Company or any Company Subsidiary.

     (g) Except as set forth in Section 3.3(g) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary is under any obligation, contingent or otherwise, by reason of any agreement to register the offer and sale or resale of any of their securities under the Securities Act.

     (h) The Company is the sole general partner of CPT Operating Partnership L.P., a Delaware limited partnership (the “ Partnership ”), and the Company owns, directly and indirectly, 100% of the limited partnership interests in the Partnership. There are not any existing options, warrants, calls, subscriptions, convertible securities, or other rights, agreements or commitments which obligate the Partnership to issue, transfer or sell any partnership interests of the Partnership. There are no outstanding contractual obligations of the Partnership to repurchase, redeem or otherwise acquire any partnership interests of the Partnership. The partnership interests in the Partnership are subject only to the restrictions on transfer set forth in the relevant partnership agreement, and those imposed by applicable securities laws.

     3.4 Subsidiaries . Section 3.1(b) of the Company Disclosure Schedule sets forth the name and jurisdiction of incorporation or organization of each Company Subsidiary. All issued and outstanding shares or other equity interests of each corporate Company Subsidiary are duly authorized, validly issued, fully paid and nonassessable. Except as set forth in Section 3.1(b) of the Company Disclosure Schedule, all issued and outstanding shares or other equity interests of each Company Subsidiary are owned directly or indirectly by the Company free and clear of all liens, pledges, security interests, claims or other encumbrances.

     3.5 Other Interests . Except for the interests in the Company Subsidiaries set forth in Section 3.1(b) of the Company Disclosure Schedule and except as set forth in Section 3.5 of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary owns directly or indirectly any interest or investment (whether equity or debt) in any Person (other than investments in short-term investment securities).

     3.6 Consents and Approvals; No Violations . Except as set forth in Section 3.6 of the Company Disclosure Schedule, assuming the approval of this Agreement by holders of the Company Common Stock and except (a) for filings, permits, authorizations, consents and approvals as may be required under, and other applicable requirements of, the Exchange Act, the Securities Act, state securities or state “blue sky” laws, the HSR Act or any other antitrust laws and (b) for filing of the Certificate of Merger and the Articles of Merger, none of the execution, delivery or performance of this Agreement by the Company, the consummation by the Company of the transactions contemplated hereby or compliance by the Company with any of the provisions hereof will (i) conflict with or result in any breach of any provision of the organizational documents of the Company or any Company Subsidiary, (ii) require any filing by the Company with, notice to, or permit, authorization, consent or approval of, any state or federal government or governmental authority or by any United States or state court of competent jurisdiction (a “ Governmental Entity ”), (iii) result in a violation or breach by the Company of, or constitute (with or without due notice or lapse of time or both) a Default (or give rise to any right of termination, cancellation or acceleration or give rise to any rights of any third party) under, any of the terms, conditions or provisions of any Contract to which the Company or any Company Subsidiary is a party or by which it or any of its respective properties or assets may be bound, or (iv) violate any Order, writ, injunction, decree, statute, rule or regulation applicable to the Company or any Company Subsidiary or any of its respective properties or assets (collectively, “ Laws ”), excluding from the foregoing clauses (ii), (iii) and (iv) such filings, notices, permits, authorizations, consents, approvals, violations, breaches or defaults which would not, individually or in the aggregate, (A) prevent or materially delay consummation of the Merger, (B) otherwise prevent or materially delay performance by the Company of its material obligations under this Agreement or (C) have a Company Material Adverse Effect.

     3.7 SEC Reports .

     (a) Except as set forth in Section 3.7 of the Company Disclosure Schedule, the Company has filed timely, or will file timely, all required forms, and reports with the SEC since January 1, 2004 (including any forms or reports filed with the SEC subsequent to the date of this Agreement) (collectively, the “ Company SEC Reports ”), all of which were prepared or will be prepared in all material respects in accordance with the applicable requirements of the Exchange Act, the Securities Act and the rules and regulations promulgated thereunder (the “ Securities Laws ”). As of their respective dates, the Company SEC Reports (a) complied, or with respect to those Company SEC Reports not yet filed will comply, as to form in all material respects with the applicable requirements of the Securities Laws and (b) did not contain, or with respect to those Company SEC Reports not yet filed will not contain, any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by

reference into the Company SEC Reports (including the related notes and schedules) fairly presents, or will fairly present, in all material respects, the consolidated financial position of the Company and the Company Subsidiaries as of its date and each of the consolidated statements of income, retained earnings and cash flows of the Company included in or incorporated by reference into the Company SEC Reports (including any related notes and schedules) fairly presents, or will fairly present, in all material respects, the results of operations, retained earnings or cash flows, as the case may be, of the Company and the Company Subsidiaries for the periods set forth therein, in each case in accordance with GAAP consistently applied during the periods involved, except as may be noted therein and except, in the case of the unaudited statements, as permitted by Form 10-Q pursuant to Sections 13 or 15(d) of the Exchange Act and for normal year-end audit adjustments which would not be material in amount or effect.

     (b) The records, systems, controls, data and information of the Company and the Company Subsidiaries are recorded, stored, maintained and operated under means that are under the exclusive ownership and direct control of the Company or the Company Subsidiaries, except for any non-exclusive ownership and non-direct control that would not have a Company Material Adverse Effect with respect to the system of internal accounting controls described in the following sentence. Except as would not have a Company Material Adverse Effect, the Company and the Company Subsidiaries have devised and maintain a system of internal accounting controls sufficient to provide reasonable assurances regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP, including that: (1) transactions are executed only in accordance with management’s authorization; (2) transactions are recorded as necessary to permit preparation of the financial statements of the Company and the Company Subsidiaries and to maintain accountability for the assets of the Company and the Company Subsidiaries; (3) access to such assets is permitted only in accordance with management’s authorization; (4) the reporting of such assets is compared with existing assets at regular intervals; and (5) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection thereof on a current and timely basis (“ Internal Controls ”). Except as would not have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries (x) has designed disclosure controls and procedures (within the meaning of Rules 13a-15(e) and 15d-15(e) of the Exchange Act) to ensure that material information relating to such entity and its subsidiaries is made known to the management of such entity by others within those entities as appropriate to allow timely decisions regarding required disclosure and to make the certifications required by the Exchange Act with respect to the Company SEC Reports, and (y) has disclosed, based on its most recent evaluation prior to the date of this Agreement, to its auditors and the audit committee of its board of trustees (A) any significant deficiencies in the design or operation of Internal Controls which could adversely affect its ability to record, process, summarize and report financial data and have disclosed to its auditors any material weaknesses in Internal Controls and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in its Internal Controls.

     3.8 Litigation . Except as set forth in the Company SEC Reports filed prior to, or as of the date of, this Agreement, or in Section 3.8 of the Company Disclosure Schedule, (a) there is no suit, claim, action, proceeding or investigation pending or, to the knowledge of the Company, threatened against the Company or any of the Company Subsidiaries or any trustee, director, officer or employee in their capacity as such of the Company or any Company Subsidiary and (b) neither the Company nor any Company Subsidiary is subject to any outstanding order, writ, judgment, injunction or decree of any Governmental Entity which, in the case of (a) or (b), would, individually or in the aggregate, (i) prevent or materially delay the consummation of the Merger, (ii) otherwise prevent or materially delay performance by the Company of any of its material obligations under this Agreement or (iii) have a Company Material Adverse Effect.

     3.9 Absence of Certain Changes . Except as disclosed in the Company SEC Reports or in Section 3.9 of the Company Disclosure Schedule, from July 1, 2006 through the date hereof, the Company and the Company Subsidiaries have conducted their businesses in the ordinary course of business and there has not been: (a) any declaration, setting aside or payment of any dividend or other distribution with respect to any shares of capital stock of the Company (other than the regular quarterly dividend to be paid to holders of Company Common Stock on September 6, 2006); (b) any material commitment, contractual obligation (including, without limitation, any management or franchise agreement or any lease (capital or otherwise)), borrowing, liability, guaranty, capital expenditure or transaction (each, a “ Commitment ”) entered into by the Company or any of the Company Subsidiaries outside the ordinary course of business except for Commitments for expenses of attorneys, accountants, investment bankers and other services incurred in connection with the Merger; (c) any material change in the Company’s accounting principles, practices or methods except insofar as may have been required by a change in GAAP; (d) to the knowledge of the Company, any events, changes, occurrences, effects, facts, violations, developments or circumstances which have had, or are reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect; (e) granted to any officer or employee of the Company or any Company Subsidiary any increase in compensation (including wages, salaries, bonuses or any other remuneration), except in the ordinary course of business consistent with past practice or as was required under employment agreements in effect as of July 1, 2006, (f) granted to any such officer or employee of the Company or any Company Subsidiary any increase in severance or termination pay, except as was required under employment, severance or termination agreements in effect as of July 1, 2006 or (g) entered into by the Company or any Company Subsidiary any employment, severance or termination agreement with any such officer or employee; (h) the creation or assumption by the Company or any Company Subsidiary of any liens, pledges, security interests, claims or other encumbrances in an amount, individually or in the aggregate, in excess of $100,000 on any asset other than in the ordinary course of business consistent with past practices; (i) the making of any loan, advance or capital contribution to or investment in any Person (other than any wholly owned Company Subsidiary) by the Company or any Company Subsidiary; or (j) any change that would prevent or delay beyond the Drop Dead Date (as defined in Section 8.1(b)) the ability of the Company from consummating the Merger or any of the other transactions contemplated in this Agreement.

     3.10 Taxes . Except as set forth in Section 3.10 of the Company Disclosure Schedule:

     (a) Each of the Company and the Company Subsidiaries (i) has timely filed (or had filed on their behalf) all Tax Returns required to be filed by any of them (after giving effect to any filing extension granted by a Governmental Entity) and such Tax Returns are correct and complete in all material respects and (ii) has paid (or had paid on their behalf) all Taxes shown on such Tax Returns as required to be paid by it.

     (b) The Company (i) for all taxable years commencing with January 1, 2003 through December 31, 2005 has been subject to taxation as a REIT within the meaning of Section 856 of the Code and has satisfied all requirements to qualify as a REIT for such years and (ii) has operated since December 31, 2005 to the date hereof, and intends to continue to operate, in such a manner as to permit it to continue to qualify as a REIT for the taxable year that will end with the Merger.

     (c) The most recent financial statements contained in the Company SEC Reports reflect, to the knowledge of the Company, an adequate reserve for all Taxes payable by the Company and the Company Subsidiaries for all taxable periods and portions thereof through the date of such financial statements in accordance with GAAP, whether or not shown as being due on any Tax Returns. True, correct and complete copies of all federal, state and local Tax Returns for the Company and each Company Subsidiary with respect to the taxable years commencing on or after January 1, 2003 have been delivered or made available to representatives of Parent.

     (d) Neither the Company nor any Company Subsidiary has received any written notice of assessment or proposed assessment in connection with any Taxes, and to the knowledge of the Company, there are no threatened or pending disputes, claims, audits or examinations regarding any Taxes of the Company or any Company Subsidiary (including with respect to the Company’s REIT status). Neither the Company nor any Company Subsidiary has waived any statute of limitations in respect of any Taxes or agreed to a Tax assessment or deficiency.

     (e) There are no liens for any Taxes on any of the assets of the Company or any Company Subsidiary and each Company Subsidiary (other than liens for Taxes not yet due and payable or other liens which are not reasonably likely to have a Company Material Adverse Effect).

     (f) To the knowledge of the Company, the Company has incurred no material liability for Taxes under Sections 857(b), 860(c) or 4981 of the Code, including any Tax arising from a prohibited transaction described in Section 857(b)(6) of the Code.

     (g) Each Company Subsidiary which is a partnership, joint venture or limited liability company has been treated since its formation and continues to be treated for federal income tax purposes either as a partnership or as an entity that is disregarded for federal income tax purposes and not as a corporation or as an association taxable as a corporation. Each Company Subsidiary that is a corporation has been since its formation a qualified REIT subsidiary under Section 856(i) of the Code or, since January 1, 2003, a taxable REIT subsidiary under Section 856(l) of the Code. Neither the Company nor any

Company Subsidiary holds any asset the disposition of which would be subject to rules similar to Section 1374 of the Code.

     (h) To the knowledge of the Company, the Company and each Company Subsidiary has complied in all material respects with all applicable Laws, rules and regulations relating to the withholding of Taxes and the payment thereof to appropriate authorities, including Taxes required to have been withheld and paid in connection with amounts paid or owing to any employee or independent contractor, and Taxes required to be withheld and paid pursuant to Sections 1441, 1442, 1445 and 1446 of the Code or similar provisions under foreign Law.

     (i) The Company has previously delivered or made available to Parent true, complete and correct copies of the form of demands for written statement from shareholders of record as required by Treasury Regulations Section 1.857-8(d) for 2003 and subsequent years.

     3.11 Properties .

     (a) Except as set forth in Schedule 3.11(a) of the Company Disclosure Schedule, the Company or one of Company Subsidiaries owns fee simple title to each of the real properties identified on Schedule 3.11(a) of the Company Disclosure Schedule (together with any real property leased by the Company set forth in Section 3.11(b) below, the “ Company Properties ”), in each case, except as provided below, free and clear of liens, mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title (“ Encumbrances ”), except for (i) liens for Taxes or other governmental charges, assessments or levies that are not yet due and payable, (ii) statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar liens arising or incurred in the ordinary course of business for work performed by the Company or any Company Subsidiaries, the existence of which does not, and would not reasonably be expected to, materially interfere with the present use of any of the Company Properties subject thereto or affected thereby, or do not otherwise have a Company Material Adverse Effect (for purposes of this Section 3.11(a), a Company Material Adverse Effect shall be deemed to occur if the amount of any statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar liens exceed, in the aggregate, $100,000, exclusive of any such liens relating to work performed by or on behalf of any of the tenants under any Facility Leases) and (iii) conditions, covenants, restrictions, easements and reservations of rights, including rights of way, for sewers, electric lines, telegraph and telephone lines and other similar purposes, and affecting the fee title to any real property owned or leased by Company which are disclosed on existing title reports or existing surveys or which would be shown on current title reports or current surveys performed by Parent as of the date of this Agreement and the existence of which does not, and would not reasonably be expected to, materially impair the marketability, value or use and enjoyment of such real property.

     (b) Section 3.11(b) of the Company Disclosure Schedule sets forth a correct and complete list of each ground lease pursuant to which the Company or any Company Subsidiary is a lessee (individually, “Ground Lease” and collectively, “ Ground Leases ”).

The Company has made available to Parent correct and complete copies of all Ground Leases, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof (except for discrepancies or omissions that would not have or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect). Except as set forth in Section 3.11(b) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary, on the one hand, nor, to the knowledge of the Company, any other party, on the other hand, is in monetary default under any Ground Lease, except for defaults that would not have or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. No option has been exercised under any of Ground Leases, except options whose exercise has been evidenced by a written document as described in Section 3.11(b) of the Company Disclosure Schedule.

     (c) The Company has made available or will make available to Parent all current policies of title insurance insuring the Company’s or the applicable Company Subsidiaries’ fee simple title to Company Properties or leasehold interest in any property leased by the Company or any Company Subsidiary and, to the actual knowledge of the Company, such policies are, at the date hereof, in full force and effect and no material claim has been made against any such policy by the Company.

     (d) Except as set forth in Schedule 3.11(d) to the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any of the Company Properties issued by any governmental authority which have not been cured, contested in good faith or which violations would not, individually, or in the aggregate, have a Company Material Adverse Effect.

     (e) Except as provided for in Section 3.11(e) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any of the Company Properties, or (ii) any Laws including, without limitation, any zoning regulation or ordinance, building or similar law, code, ordinance, order or regulation has been violated for any Company Property, which in the case of clauses (i) and (ii) above would have or would reasonably be likely to have, individually or in the aggregate, a material adverse effect on such Company Property, as applicable.

     (f) Section 3.11(f) of the Company Disclosure Schedule lists each lease or other right of occupancy that the Company or the Company Subsidiaries are party to as landlord with respect to each of the applicable Company Properties (the “ Facility Leases ”). The Company has made available to Parent correct and complete copies of all Facility Leases, including all amendments, modifications, supplements, renewals, extensions and guarantees related thereto, as of the date hereof (except for discrepancies or omissions that would not have or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect). Except as set forth in Section 3.11(f) of the Company Disclosure Schedule, neither the Company nor any Company Subsidiary, on the one hand, nor, to the knowledge of the Company, any other

party, on the other hand, is in monetary default under any Facility Lease, except for defaults that are disclosed in the schedule of leases that would not have or would not reasonably be likely to have, individually or in the aggregate, a Company Material Adverse Effect. No option has been exercised under any of Facility Leases, except options whose exercise has been evidenced by a written document as described in Section 3.11(f) of the Company Disclosure Schedule.

     (g) Except as set forth in Section 3.11(g) of the Company Disclosure Schedule and except for any statutory rights or options to occupy or purchase any Company Property in favor of any local, state or federal governmental or quasi-governmental entity, neither the Company nor any of its subsidiaries has granted any unexpired option agreements or rights of first refusal with respect to the purchase of a Company Property or any portion thereof or any other unexpired rights in favor of third Persons to purchase or otherwise acquire a Company Property or any portion thereof or entered into any contract for sale or letter of intent to sell any Company Property or any portion thereof.

     (h) Except as set forth in Section 3.11(h) of the Company Disclosure Schedule and except for obligations imposed upon the tenants under the Facility Leases, neither the Company nor any Company Subsidiary is a party to any agreement relating to the management of any of the Company Properties by a party other than Company or any wholly owned Company Subsidiaries.

     (i) To the knowledge of the Company, there is no material renovation or construction project with aggregate projected costs in excess of $1,000,000 currently being performed by the Company at any of the Company Properties, except for the projects set forth in Section 3.11(i) of the Company Disclosure Schedule (the “ Construction Projects ”).

     (j) Based solely and exclusively on the periodic, general inspections conducted by general employees of the Company without specialized knowledge, the Company has no knowledge of (i) any material structural defects relating to any of the Company Properties, or (ii) any material building systems which are not in working order in any material respect, or (iii) any physical material damage to any Company Properties for which there is no insurance in effect, in either case of (i), (ii) or (iii) which would, individually or in the aggregate, have a Company Material Adverse Effect.

Parent and MergerCo acknowledge and understand that the Company and any Company Subsidiaries are not now and never have been occupying or operating at any Company Property other than its office premises at the Company’s principal place of business (the “ Office Space ”), all Company Properties other than the Office Space are leased, on a triple net basis, to third parties who occupy, operate and maintain the Company Properties and, therefore, the representations and warranties set forth in this Section 3.11 are not based upon any first-hand knowledge or familiarity of the Company or any Company Subsidiary with any Company Properties but are based only upon customary diligence investigations of the Company Properties which the Company or any Company Subsidiary may have performed or obtained at the time the Company or any Company Subsidiary acquired the respective Company Properties, and any

subsequent written notices or other written information which has been received by the Company during its or a Company Subsidiary’s ownership of the respective Company Properties.

     3.12 Environmental Matters .

     (a) Except as set forth in Section 3.12(a) of the Company Disclosure Schedule or on the environmental reports or title policies made available to Parent prior to the date hereof, neither the Company nor any Company Subsidiary has received any written notice (i) of any administrative or judicial enforcement proceeding pending, or to the knowledge of the Company threatened, against the Company or any Company Subsidiary under any Environmental Law; (ii) that it is potentially responsible under any Environmental Law for costs of response or for damages to natural resources, as those terms are defined under the Environmental Laws, at any location; and the Company has no knowledge of any release on the real property owned or leased by the Company or any Company Subsidiary of Hazardous Materials that would be reasonably likely to result in a requirement under any Environmental Laws to perform a response action or in material liability under the Environmental Laws.

     (b) Except as set forth in Section 3.12(b) of the Company Disclosure Schedule or on the environmental reports or title policies made available to Parent prior to the date hereof, to the knowledge of the Company and each Company Subsidiary, the Company Properties are in compliance with all applicable Environmental Laws and environmental Permits, except for violations that are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

     (c) Neither the Company nor any Company Subsidiary has received any written notice of, and to the knowledge of the Company there is not threatened, any suit, claim, action, proceeding or investigation pending, or to the knowledge of the Company, threatened before any Governmental Entity or other forum in which the Company or any Company Subsidiary or any Company Property has been or, with respect to any threatened suit, claim, action, proceeding or investigation, may be named as a defendant (i) for alleged noncompliance (including by any predecessor) with or liability under any Environmental Law or (ii) relating to the release, discharge, spillage, or disposal into the environment of any Hazardous Material, affecting (or potentially affecting) a site owned, leased, or operated by the Company or any Company Subsidiary or any Company Property (collectively, “ Environmental Claims ”) except for such Environmental Claims that have not had and are not reasonably likely to have, individually or in the aggregate, a Company Material Adverse Effect.

     (d) Section 3.12(d) of the Company Disclosure Schedule sets forth a true and complete list of each of the Company Environmental Reports and the date of each such report. The Company has previously delivered or made available to Parent a true and complete copy of each Company Environmental Report.

Parent and MergerCo acknowledge and understand that the Company and any Company Subsidiaries are not now and never have been occupying or operating at any Company Property other than the Office Space, all Company Properties other than the Office Space are leased, on a

triple net basis, to third parties who occupy, operate and maintain the Company Properties and, therefore, the representations and warranties set forth in this Section 3.12 are not based upon any first-hand knowledge or familiarity of the Company or any Company Subsidiary with any Company Properties but are based only upon customary diligence investigations of the Company Properties which the Company or any Company Subsidiary may have performed or obtained at the time the Company or any Company Subsidiary acquired the respective Company Properties, and any subsequent written notices or other written information which has been received by the Company during its or a Company Subsidiary’s ownership of the respective Company Properties.

     3.13 Employee Benefit Plans .

     (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a list of every material employee benefit plan, within the meaning of ERISA Section 3(3) (“ Employee Programs ”), currently maintained or contributed to (or with respect to which any obligation to contribute has been undertaken) by the Company, any Company Subsidiary or any ERISA Affiliate. Each Employee Program that is intended to qualify under Section 401(a) of the Code has received a favorable determination or opinion letter from the IRS regarding its qualification thereunder and, to the Company’s knowledge, no event has occurred and no condition exists that could reasonably be expected to result in the revocation of any such determination.

     (b) With respect to each Employee Program, the Company has provided, or made available, to Parent (if applicable to such Employee Program): (i) all documents embodying or governing such Employee Program, and any funding medium for the Employee Program (including, without limitation, trust agreements); (ii) the most recent IRS determination or opinion letter with respect to such Employee Program under Code Section 401(a); (iii) the most recently filed IRS Forms 5500; (iv) the summary plan description for such Employee Program (or other descriptions of such Employee Program provided to employees) and all modifications thereto; (v) any insurance policy related to such Employee Program; (vi) any filing or documentation (whether or not filed with the IRS) where corrective action was taken in connection with the IRS Employee Plan Compliance Resolution System set forth in Revenue Procedure 2006-27 (or its predecessor or successor rulings) during this calendar year or any of the preceding three calendar years issued with respect to each Employee Program intended to be qualified under Section 401(a) of the Code; (vii) audited or unaudited financial statements, actuarial reports and valuations (as applicable) for the current plan year and the three preceding plan years; and (viii) written summaries of the material terms of all unwritten Employee Programs, if any.

     (c) Each Employee Program has been maintained, funded and administered in accordance with the requirements of applicable law, including, without limitation, ERISA and the Code, except as would not, individually or in the aggregate, have a Company Material Adverse Effect and is being administered and operated in all material respects in accordance with its terms. No Employee Program is subject to Title IV of ERISA or is a multiemployer plan, within the meaning of ERISA Section 3(37).

     (d) Full payment has been made, or otherwise properly accrued on the books and records of the Company and any ERISA Affiliate, of all amounts that the Company and any ERISA Affiliate are required under the terms of the Employee Programs to have paid as contributions to such Employee Programs on or prior to the date hereof (excluding any amounts not yet due) and the contribution requirements, on a prorated basis, for the current year have been made or otherwise properly accrued on the books and records of the Company through the Closing Date.

     (e) Neither the Company, an ERISA Affiliate or any Perso