AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

between

LS CABLE LTD.

and

SUPERIOR ESSEX INC.

Dated as of June 11, 2008

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AGREEMENT AND PLAN OF MERGER

      AGREEMENT AND PLAN OF MERGER, dated as of June 11, 2008 (this “ Agreement ”), between LS Cable Ltd., a Korean corporation (“ Parent ”), and Superior Essex Inc., a Delaware corporation (the “ Company ”).

      WHEREAS, as promptly as practicable following the date hereof Parent shall form an indirect, wholly owned Delaware subsidiary for the purpose of acting as Purchaser hereunder (the “ Purchaser ”). Parent shall immediately thereafter cause Purchaser to execute a joinder to this Agreement and assume all rights and obligations of the Purchaser hereunder (the “ Joinder ”);

      WHEREAS, Parent and the Board of Directors of the Company has approved the acquisition of the Company by Parent on the terms and conditions set forth in this Agreement;

      WHEREAS, on the terms and subject to the conditions set forth herein, Parent has agreed to cause Purchaser to (and pursuant to the Joinder, Purchaser shall agree to) commence a tender offer (the “ Offer ”) to purchase all outstanding shares of common stock, par value $0.01 per share, of the Company (the “ Shares ”), at a price of $45.00 per Share, net to the seller in cash (such price, or any higher price as may be paid in the Offer in accordance with this Agreement, the “ Offer Price ”), without interest;

      WHEREAS, following consummation of the Offer, on the terms and subject to the conditions set forth herein, Purchaser shall merge with and into the Company (the “ Merger ”) and each Share that is issued and outstanding immediately prior to the Effective Time (other than Shares held in the treasury of the Company or owned by Parent or any direct or indirect wholly owned Subsidiary of Parent or the Company immediately prior to the Effective Time, which will be canceled with no consideration paid in exchange therefor, and other than Dissenting Shares) will be canceled and converted into the right to receive cash in an amount equal to the Offer Price, all upon the terms and conditions set forth herein;

      WHEREAS, the Board of Directors of the Company (the “ Company Board ”) has, by the unanimous vote of the directors present, on the terms and subject to the conditions set forth herein, (i) determined that the transactions contemplated by this Agreement are fair to, and in the best interests of, the stockholders of the Company, (ii) approved and declared advisable this Agreement, and (iii) resolved to recommend that the Company’s stockholders accept the Offer and tender their Shares to Purchaser and, to the extent applicable, adopt the “agreement of merger” (as such term is used in Section 251 of the Delaware General Corporation Law (the “ DGCL ”)) set forth in this Agreement;

      WHEREAS, following the formation of Purchaser, Parent shall cause the Board of Directors of Purchaser to, on the terms and subject to the conditions set forth herein, unanimously approve and declare advisable this Agreement and the transactions contemplated hereby, including the Offer and the Merger, and Parent or a wholly owned Subsidiary of Parent (in each case, in its capacity as the sole stockholder of Purchaser) shall adopt the “agreement of merger” set forth in this Agreement in each case, in accordance with the DGCL; and

      WHEREAS, as an inducement to and condition to Parent’s willingness to enter into this Agreement, concurrently with the execution and delivery of this Agreement certain executives have each entered into an employment agreement with the Company (the “ Employment Agreements ”), which shall become effective at the Purchase Time.

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

ARTICLE I

THE OFFER

      SECTION 1.1.      The Offer . (a) (i) Provided that Parent and Purchaser shall not have delivered (and been entitled to deliver) a notice of the Company’s breach with respect to the Company’s obligations under Section 6.3 (unless all such breaches set forth therein shall have been cured) Purchaser shall, and Parent shall cause Purchaser to commence (within the meaning of Rule 14d-2 under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”)), not later than July 2, 2008 ( provided that the Company shall be prepared to disseminate to its stockholders its Schedule 14d-9 and Schedule 14f-1 within such time period) the Offer to purchase all outstanding Shares at the Offer Price. The obligations of Purchaser (and of Parent to cause Purchaser) to accept for payment and to pay for any Shares validly tendered (and not withdrawn) pursuant to the Offer shall be subject only to the satisfaction or waiver of those conditions set forth in Exhibit A (the “ Offer Conditions ”). The initial expiration date of the Offer shall be July 30, 2008 (the “ Expiration Date ”, unless Purchaser shall have extended the period of time for which the Offer is open pursuant to, and in accordance with, Section 1.1(a)(iii), in which event the term “Expiration Date” shall mean the latest time and date as the Offer, as so extended, may expire). Purchaser expressly reserves the right (but shall not be obligated) at any time or from time to time in its sole discretion to waive any Offer Condition or modify or amend the terms of the Offer, except that, without the prior written consent of the Company, Purchaser shall not (A) decrease the Offer Price or change the form of the consideration payable in the Offer, (B) decrease the number of Shares sought pursuant to the Offer, (C) amend or waive the Minimum Tender Condition (as defined in Exhibit A ), (D) add to the conditions set forth on Exhibit A , (E) modify the conditions set forth on Exhibit A in a manner adverse to the holders of Shares or in a manner that would delay consummation of the Offer, (F) reduce the time period during which the Offer shall remain open, or (G) extend the Expiration Date except as required or permitted by Section 1.1(a)(iii) . If, prior to the Purchase Time, this Agreement is terminated in accordance with Article VIII, Purchaser shall (notwithstanding clause (F) of the previous sentence) promptly terminate the Offer without accepting any Shares for payment and shall return the Shares tendered promptly after such termination.

      (ii)      Subject to the terms and conditions of this Agreement and to the satisfaction or (other than in the case of the Minimum Tender Condition, except with the prior written consent of the Company) waiver by Purchaser of the Offer Conditions as of the time of any Expiration Date, Purchaser shall, and Parent shall cause Purchaser to, accept for payment (the date of acceptance for payment, the “ Purchase Date ” and the time of acceptance for

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payment, the “ Purchase Time ”) and pay for Shares validly tendered and not withdrawn pursuant to the Offer promptly after such Expiration Date. If the Purchase Date occurs and Purchaser does not acquire (and would not own following an exercise of the Top-Up Option in accordance with the second to last sentence of Section 1.5(a)) a number of Shares sufficient to enable a merger to be consummated without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL or if a delay is anticipated in completing the Merger because all Required Merger Regulatory Approvals have not yet been received, Purchaser shall provide for subsequent offering periods for the Offer in accordance with Rule 14d-11 under the Exchange Act of not more than five (5) Business Days at a time until (i) Purchaser shall have acquired a number of Shares sufficient to enable a merger to be consummated without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL (taking into account an exercise of the Top-Up Option), and (ii) all Required Merger Regulatory Approvals shall have been received; provided that such subsequent offering periods shall not exceed an aggregate of twenty (20) business days (as such term is defined in Rule 14d-1(g)(3) under the Exchange Act); provided further that Purchaser shall, and Parent shall cause Purchaser to, immediately accept and promptly pay for all Shares tendered during the subsequent offering period in accordance with Rule 14d-11 under the Exchange Act.

      (iii)      Purchaser may, in its sole discretion and without the consent of the Company, extend the Offer for any period required by any rule, regulation, interpretation or position of the Securities and Exchange Commission (the “ SEC ”) or the staff thereof or The Nasdaq Stock Market (“ Nasdaq ”) applicable to the Offer. Subject to the terms and conditions of this Agreement, Purchaser shall extend the Offer (x) on one or more occasions determined by Purchaser of up to five (5) Business Days per extension if, at any Expiration Date, any of the Offer Conditions has not been satisfied or waived, (y) if the Company delivers a Qualifying Transaction Notice and, on the date of delivery of such notice, the then scheduled Expiration Date is a date less than six (6) Business Days after such date of delivery, extend the Offer so that the Expiration Date does not occur until on or after the date that is six (6) Business Days following the date of delivery of the Qualifying Transaction Notice, and (z) if the Company delivers a Bid Deadline Notice and, on the date of delivery of such notice, the then scheduled Expiration Date is a date that is before the third Business Day following the Bid Deadline, extend the Offer so that the Expiration Date does not occur until one (1) Business Day after the Bid Deadline; provided , that if as of five (5) Business Days prior to any Expiration Date (A) the Minimum Tender Condition is not satisfied but all other Offer Conditions are satisfied or waived and (B) Purchaser shall have publicly announced that all conditions other than the Minimum Tender Condition have been satisfied or irrevocably waived and that Purchaser will let the Offer expire as of such Expiration Date, assuming there is no change in facts or circumstances that would make such conditions not satisfied, unless the Minimum Tender Condition is satisfied as of such Expiration Date, Purchaser shall not be obligated to (and shall not) extend the Offer past such Expiration Date.

      (b)      On the date of commencement of the Offer, Parent and Purchaser shall file or cause to be filed with the SEC a Tender Offer Statement on Schedule TO (collectively with all amendments and supplements thereto, the “ Schedule TO ”) with respect to the Offer which shall contain the offer to purchase and related letter of transmittal and summary advertisement and other ancillary Offer documents and instruments pursuant to which the Offer will be made (collectively with any supplements or amendments thereto, the “ Offer Documents ”). The

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Company and its counsel shall be given a reasonable opportunity to review and comment on the Offer Documents prior to their filing with the SEC. Parent and Purchaser agree (i) to provide the Company with, and to consult with the Company regarding, any comments that may be received from the SEC or its staff with respect to the Offer Documents promptly after receipt thereof and prior to responding thereto and (ii) to provide the Company with any comments or responses thereto. Parent and Purchaser agree to respond promptly to any comments or questions of the SEC or its staff with respect to the Offer Documents or the Offer. If at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers, should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Offer Documents, so that the Offer Documents shall not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and Parent and Purchaser shall file an appropriate amendment or supplement describing such information as promptly as practicable with the SEC and disseminated to the stockholders of the Company, as and to the extent required by applicable Law.

      (c)      Parent shall provide or cause to be provided to Purchaser on a timely basis the funds necessary to purchase any Shares that Purchaser becomes obligated to purchase pursuant to the Offer.

      (d)      Without prejudice to any rights Purchaser or Parent may have as a result of any breach of Section 6.1, if, between the date of this Agreement and the date on which any particular Share is accepted for payment and paid for pursuant to the Offer, the outstanding Shares are changed into a different number or class of shares by reason of any stock split, division or subdivision of shares, stock dividend, reverse stock split, consolidation of shares, reclassification, recapitalization or other similar transaction, then the Offer Price applicable to such Share shall be appropriately and proportionately adjusted.

      SECTION 1.2.      Company Consent; Schedule 14D-9 . (a) Subject to Section 6.3, the Company hereby approves of and consents to the Offer.

      (b)      On the date the Offer Documents are filed, the Company shall file with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 (together with all amendments and supplements thereto, the “ Schedule 14D-9 ”) containing, subject to Section 6.3(d), the recommendations of the Company Board described in Section 4.4(b) . The Company hereby consents to the inclusion of the recommendations of the Company Board described in Section 4.4(b) in the Offer Documents and to the inclusion of a copy of the Schedule 14D-9 with the Offer Documents mailed or furnished to the Company’s stockholders, subject to the Company Board’s rights pursuant to Section 6.3. Parent and Purchaser shall be given a reasonable opportunity to review and comment on the Schedule 14D-9 prior to its filing with the SEC. The Company agrees to (i) provide Parent and Purchaser with, and to consult with Parent and Purchaser regarding, any comments that may be received from the SEC or its staff with respect to the Schedule 14D-9 promptly upon receipt thereof and prior to responding thereto, and (ii) provide Parent and Purchaser with any comments or responses thereto. The Company agrees to respond promptly to any comments or questions of the SEC or its staff with respect to the

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Schedule 14D-9. If, at any time prior to the Closing, any information relating to the Offer, the Merger, the Company, Parent, Purchaser or any of their respective Affiliates, directors or officers should be discovered by the Company or Parent which should be set forth in an amendment or supplement to the Schedule 14D-9 such that the Schedule 14D-9 would not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they are made, not misleading, the party which discovers such information shall promptly notify the other party, and the Company shall file an appropriate amendment or supplement describing such information as promptly as practicable with the SEC and disseminated to the stockholders of the Company, as and to the extent required by applicable Law.

      SECTION 1.3.      Stockholder Lists . In connection with the Offer, the Company shall cause its transfer agent to, promptly (and in any event within three (3) Business Days after the date hereof) furnish Parent and Purchaser with mailing labels, security position listings and any available listing or computer file containing the names and addresses of the record holders of the Shares as of the latest practicable date and shall furnish Parent and Purchaser with such information and assistance (including periodic updates of such information) as Parent or Purchaser or their agents may reasonably request in communicating the Offer to the record and beneficial holders of the Shares. Subject to the requirements of applicable Laws, and except for such steps as are necessary to disseminate the Offer Documents and any other documents necessary to consummate the Merger and for customary solicitations of tenders, Parent, Purchaser and their Affiliates, associates, agents and advisors, shall keep such information confidential and use the information contained in any such labels, listing and files only in connection with the Offer and the Merger and, should the Offer terminate or if this Agreement shall be terminated, will deliver to the Company all copies of such information then in their possession.

      SECTION 1.4.      Directors . (a) Subject to compliance with applicable Laws and Section 1.4(c), promptly upon the purchase by Purchaser pursuant to the Offer of such number of Shares as shall satisfy the Minimum Tender Condition, and from time to time thereafter, Purchaser shall be entitled to designate such number of directors, rounded up to the next whole number, on the Company Board as will give Purchaser representation on the Company Board equal to the product of (x) the total number of directors on the Company Board (after giving effect to any increase in the number of directors pursuant to this Section 1.4) and (y) the percentage that such number of Shares so purchased bears to the total number of Shares outstanding, and the Company shall, upon request by Purchaser, promptly increase the size of the Company Board, promptly fill vacancies on the Company Board or use its reasonable best efforts to secure the resignations of such number of directors as is necessary to provide Purchaser with such level of representation and shall cause Purchaser’s designees to be so elected or appointed. The Company shall, subject to any limitations imposed by applicable Laws, also use its reasonable best efforts to cause individuals designated by Purchaser to constitute the same percentage of each committee of the Company Board (and of each board of directors and each committee thereof of each wholly owned Subsidiary of the Company) as the percentage of the entire Company Board represented by individuals designated by Purchaser. The Company’s obligations to appoint designees to the Company Board shall be subject to Section 14(f) of the Exchange Act and Rule 14f-1 promulgated thereunder. At the request of Purchaser, the Company shall take all actions necessary to effect any such election or appointment of

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Purchaser’s designees, including mailing to its stockholders the information required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder which, unless Purchaser otherwise elects, shall be so mailed together with the Schedule 14D-9. Parent and Purchaser will supply to the Company all information with respect to themselves and their respective officers, directors and Affiliates required by Section 14(f) of the Exchange Act and Rule 14f-l promulgated thereunder.

      (b)      Following the election or appointment of Purchaser’s designees pursuant to Section 1.4(a) and prior to the Effective Time, (i) any amendment or termination of this Agreement requiring action by the Company Board, (ii) any extension of time for the performance of any of the obligations or other acts of Parent or Purchaser under this Agreement, (iii) any waiver of compliance with any of the agreements or conditions under this Agreement that are for the benefit of the Company, (iv) any exercise of the Company’s rights or remedies under this Agreement, and (v) any action to seek to enforce any obligation of Parent or Purchaser under this Agreement (or any other action by the Company Board with respect to this Agreement or the Merger if such other action adversely affects, or would reasonably be expected to adversely affect, any of the holders of Shares other than Parent or Purchaser) may only be authorized by, and shall be undertaken by the Company upon the authorization of, a majority of the Continuing Directors. The Continuing Directors shall have the authority to retain counsel (which may include current counsel to the Company) and other advisors at the reasonable expense of the Company as determined appropriate by the Continuing Directors for the purpose of fulfilling their obligations hereunder and shall have the authority, after the Purchase Time, to institute any action on behalf of the Company to enforce the performance of this Agreement in accordance with its terms.

      (c)      In the event that Parent’s designees are elected or appointed to the Company Board pursuant to Section 1.4(a), until the Effective Time, the Company shall use its best efforts (and Parent shall cooperate with such efforts) to cause the Company Board to always have at least two (2) members who were members of the Company Board as of immediately prior to the Purchase Time and who are independent directors for purposes of the continued listing requirements of Nasdaq (each such member a “ Continuing Director ” and, collectively, “ Continuing Directors ”). If prior to the Effective Time, (i) the number of directors who are Continuing Directors is reduced to one (1), the remaining director who is a Continuing Director shall be entitled to designate one (1) person to the Company Board who is not an officer, director, employee or designee of Parent or any of its Affiliates and who shall be considered a Continuing Director for purposes of this Agreement, and (ii) there shall be no Continuing Directors for any reason, then the Company Board shall promptly designate two (2) individuals to serve on the Company Board who were members of the Company Board prior to the Purchase Time and who are independent directors for purposes of the continued listing requirements of Nasdaq, provided that if no such individual is willing or able to serve on the Company Board, the Company Board shall promptly designate two (2) individuals to serve on the Company Board who are not officers, directors, employees or designees of Parent or its Affiliates (and in each case, the persons so designated shall be considered Continuing Directors for purposes of this Agreement). Until the Effective Time, the audit committee of the Company Board shall be composed solely of independent directors as required by the Nasdaq rules.

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      SECTION 1.5.      Top-Up Option . (a) The Company hereby irrevocably grants to Purchaser an option (the “ Top-Up Option ”), exercisable only after the acceptance by Purchaser of, and payment for, Shares tendered in the Offer, to purchase (for cash or a note payable) that number (but not less than that number) of Shares (the “ Top-Up Shares ”) as is equal to the lowest number of Shares that, when added to the number of Shares owned by Parent or Purchaser at the time of such exercise, shall constitute one share more than ninety percent (90%) of the total Shares then outstanding on a fully-diluted basis (assuming the issuance of the Top-Up Shares) at a price per Share equal to the Offer Price (which price shall be payable either (A) entirely in cash or (B) in cash in an amount equal to the aggregate par value of the purchased Top-Up Option Shares and by the issuance of a full recourse note with a principal amount equal to the remainder of the exercise price); provided , however , that (i) the Top-Up Option shall be exercisable only once, and only on or prior to the tenth (10 ^th ) Business Day (or such later date as shall be approved by the Continuing Directors) after the latest of the Expiration Date, the expiration date of any subsequent offering period and the receipt of all Required Merger Regulatory Approvals, (ii) in no event shall the Top-Up Option be exercisable for a number of Shares in excess of the Company’s then authorized and unissued Shares (including as authorized and unissued Shares, for purposes of this Section 1.5, any Shares held in the treasury of the Company), and (iii) the Top-Up Option may not be exercised if (A) any provision of applicable Law or any judgment, injunction, order or decree of any Governmental Entity shall prohibit, or require any action, consent, approval, authorization or permit of, action by, or filing with or notification to, any Governmental Entity in connection with the exercise of the Top-Up Option or the delivery of the Top-Up Shares in respect of such exercise, which action, consent, approval, authorization or permit, action, filing or notification has not theretofore been obtained or made, as applicable, or (B) after the issuance of Shares pursuant to the Top-Up Option, it will be insufficient to allow Purchaser to effect the Merger without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL; provided , further , that the Top-Up Option shall terminate concurrently with the termination of this Agreement. Purchaser shall promptly exercise the Top-Up Option if the shares issuable upon exercise thereof would be sufficient to allow Purchaser to effect the Merger without a meeting of stockholders of the Company in accordance with Section 253 of the DGCL. Purchaser shall, concurrently with the exercise of the Top-Up Option, give written notice to the Company that, as promptly as practicable following such exercise, Purchaser intends to (and Purchaser shall, and Parent shall cause Purchaser to, as promptly as practicable after such exercise) consummate the Merger in accordance with Section 253 of the DGCL as contemplated by Section 2.7.

      (b)      Purchaser shall notify the Company in writing of its exercise of the Top-Up Option and shall set forth in such notice the number of Shares owned by Parent and Purchaser immediately preceding the purchase of the Top-Up Shares. The closing of the purchase of the Top-Up Shares shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York, on the second Business Day, after the delivery of such notice (or such earlier time as the parties may agree). The Company shall, as soon as practicable following receipt of such notice, notify Parent and Purchaser in writing of the number of Shares then outstanding and the number of Top-Up Shares. At the closing of the Top-Up Option, Parent shall cause Purchaser to pay the Company the aggregate price required to be paid for the Top-Up Shares and the Company shall cause to be issued to Purchaser a certificate representing the Top-Up Shares.

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      (c)      Any certificates evidencing Top-Up Shares may include any legends required by applicable securities Laws.

      (d)      Parent and Purchaser acknowledge that the Shares that Purchaser may acquire upon exercise of the Top-Up Option will not be registered under the Securities Act of 1933, as amended (the “ Securities Act ”), and will be issued in reliance upon an exemption thereunder for transactions not involving a public offering. Parent and Purchaser represent and warrant to the Company that Purchaser is, and will be upon exercise of the Top-Up Option, an “accredited investor” (as defined in Rule 501 of Regulation D promulgated under the Securities Act). Purchaser agrees that the Top-Up Option and the Top-Up Shares to be acquired upon exercise thereof are being and will be acquired for the purpose of investment and not with a view to or for resale in connection with any distribution thereof within the meaning of the Securities Act.

ARTICLE II

THE MERGER

      SECTION 2.1.      The Merger . Upon the terms and subject to the conditions of this Agreement and in accordance with the DGCL, at the Effective Time, Purchaser shall be merged with and into the Company. As a result of the Merger, the separate corporate existence of Purchaser shall cease and the Company shall continue as the surviving corporation of the Merger (the “ Surviving Corporation ”).

      SECTION 2.2.      Closing; Effective Time . Subject to the provisions of Article VII, the closing of the Merger (the “ Closing ”) shall take place at the offices of Cleary Gottlieb Steen & Hamilton LLP, One Liberty Plaza, New York, New York, as soon as practicable, but in no event later than the second Business Day, after the satisfaction or waiver of the conditions set forth in Article VII (excluding conditions that, by their terms, cannot be satisfied until the Closing, but subject to the satisfaction or waiver of such conditions at the Closing), or at such other place or on such other date as Parent and the Company may mutually agree. The date on which the Closing actually occurs is hereinafter referred to as the “ Closing Date .” At the Closing, the parties hereto shall cause the Merger to be consummated by filing a certificate of merger (the “ Certificate of Merger ”) with the Secretary of State of the State of Delaware, in such form as required by, and executed in accordance with, the relevant provisions of the DGCL (the date and time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, or such later time as is specified in the Certificate of Merger and as is agreed to by the parties hereto, being hereinafter referred to as the “ Effective Time ”) and shall make all other filings or recordings required under the DGCL in connection with the Merger.

      SECTION 2.3.      Effects of the Merger . The Merger shall have the effects set forth herein and in the applicable provisions of the DGCL. Without limiting the generality of the foregoing and subject thereto, at the Effective Time, all the property, rights, privileges, immunities, powers and franchises of the Company and Purchaser shall vest in the Surviving Corporation and all debts, liabilities and duties of the Company and Purchaser shall become the debts, liabilities and duties of the Surviving Corporation.

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      SECTION 2.4.      Certificate of Incorporation; Bylaws . (a) At the Effective Time, the certificate of incorporation of the Company shall, by virtue of the Merger, be amended and restated in its entirety so as to read, subject to compliance with Section 6.5, as the certificate of incorporation of Purchaser immediately prior to the Effective Time (except that Article I thereof shall read as follows: “The name of the Corporation is Superior Essex Inc.”) and, as so amended, shall be the certificate of incorporation of the Surviving Corporation until thereafter amended in accordance with its terms and as provided by Law.

      (b)      At the Effective Time, and without any further action on the part of the Company and Purchaser, the bylaws of the Company shall be amended and restated in their entirety so as to read, subject to compliance with Section 6.5, as the bylaws of Purchaser immediately prior to the Effective Time, and, as so amended, shall be the bylaws of the Surviving Corporation until thereafter amended in accordance with their terms and the certificate of incorporation of the Surviving Corporation and as provided by Law.

      SECTION 2.5.      Directors and Officers . Subject to applicable Laws, (a) the directors of Purchaser immediately prior to the Effective Time shall be the directors of the Surviving Corporation, in each case until the earlier of his or her resignation, death or removal or until his or her successors are duly elected and qualified; and (b) the officers of the Company immediately prior to the Effective Time (other than the Chairman of the Board) shall be the officers of the Surviving Corporation, in each case until the earlier of his or her resignation, death or removal.

      SECTION 2.6.      Special Meeting . Unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7, and subject to applicable Laws and the other provisions of this Agreement, the Company, acting through its Board of Directors, shall, in accordance with applicable Laws, duly call, give notice of, convene and hold a special meeting (the “ Special Meeting ”) of its stockholders as soon as practicable following the consummation of the Offer for the purpose of adopting the “agreement of merger” (as such term is used in Section 251 of the DGCL) set forth in this Agreement and include in the Information Statement the Company Board Recommendation. Parent and Purchaser each agree that, at the Special Meeting, all of the Shares acquired pursuant to the Offer or otherwise owned by Parent or any of its direct or indirect Subsidiaries will be voted in favor of the Merger.

      SECTION 2.7.      Merger Without Meeting of Stockholders . If, following the Offer and any subsequent offering period or the exercise of the Top-Up Option, Parent and Purchaser (together with any other direct or indirect wholly owned Subsidiary of Parent), shall hold in the aggregate at least ninety percent (90%) of the outstanding shares of each class of capital stock of the Company, each of Parent, Purchaser and the Company shall (subject to Section 7.1) take all necessary and appropriate action to cause the Merger to become effective, as soon as practicable after the consummation of the Offer or any subsequent offering period or the exercise of the Top-Up Option, without a meeting of stockholders of the Company, in accordance with Section 253 of the DGCL.

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ARTICLE III

EFFECT OF THE MERGER ON THE CAPITAL STOCK
OF THE CONSTITUENT CORPORATIONS

      SECTION 3.1.      Conversion of Securities . At the Effective Time, by virtue of the Merger and without any action on the part of Purchaser, the Company or the holders of any of the following securities, the following shall occur:

      (a)      each Share issued and outstanding immediately prior to the Effective Time (other than any Shares to be canceled pursuant to Section 3.1(b) and any Dissenting Shares) shall be converted automatically into the right to receive the Offer Price in cash, without interest (the “ Merger Consideration ”), payable to the holder thereof upon surrender of such Shares in the manner provided in Section 3.4;

      (b)      each Share held in the treasury of the Company and each Share owned by Parent or any direct or indirect wholly owned Subsidiary of Parent or the Company immediately prior to the Effective Time shall be canceled and retired without any conversion thereof, and no payment or distribution shall be made with respect thereto;

      (c)      each share of common stock of Purchaser issued and outstanding immediately prior to the Effective Time shall be converted into one share of common stock of the Surviving Corporation; and

      (d)      each share of preferred stock of Purchaser, if any, issued and outstanding immediately prior to the Effective Time shall be converted into one share of preferred stock of the Surviving Corporation having the same designations, powers, preferences, rights, qualifications, limitations and restrictions.

      SECTION 3.2.      Treatment of Equity Awards . (a) Each option to acquire Shares granted under the Company 2003 Stock Incentive Plan, the Company 2005 Incentive Plan and any other Company stock plan (other than the Company 2005 Employee Stock Purchase Plan (the “ ESPP ”)), in each case as amended through the Purchase Time (“ Company Stock Plans ”) (an “ Option ”), that is outstanding and unexercised immediately prior to the Purchase Time, whether or not vested, shall, by virtue of the occurrence of the Purchase Time and without any action on the part of Purchaser, the Company or the holder thereof, be vested and cancelled and shall solely represent the right to receive from the Company in exchange, at the Purchase Time or as soon as practicable thereafter, an amount in cash equal to the product of (i) the number of Shares subject to such Option and (ii) the excess, if any, of the Offer Price, without interest, over the exercise price per Share subject to such Option. The Company shall pay to the holders of Options the cash payments described in this Section 3.2(a) at or as soon as reasonably practicable after the Purchase Time, but in any event within five (5) Business Days following the Purchase Time.

      (b)      For the avoidance of doubt, pursuant to such action of the Compensation Committee of the Company Board described in clause (f), if the exercise price per Share of an

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Option is equal to or greater than the Offer Price, then by virtue of the occurrence of the Purchase Time and without any action on the part of Purchaser, the Company or the holder thereof, the Option will be cancelled without payment of any consideration to the holder.

      (c)      Each award granted under the Company Stock Plans of (i) restricted shares, (ii) performance shares and (iii) restricted stock units, in each case that is outstanding prior to the Purchase Time shall by virtue of the occurrence of the Purchase Time and without any action on the part of the Purchaser, the Company or the holder thereof, be vested and cancelled and shall solely represent the right to receive from the Company in exchange, at the Purchase Time or as soon as practicable thereafter, the Merger Consideration with respect to each such restricted share, performance share or share underlying a restricted stock unit, as applicable, in accordance with Section 3.4. The Company shall pay to the holders of restricted shares, performance shares and restricted stock units the cash payments described in this Section 3.2(c) at or as soon as reasonably practicable after the Purchase Time, but in any event within five (5) Business Days following the Purchase Time.

      (d)      Prior to the Purchase Time, the ESPP will be terminated, and each ESPP participant’s account balance under the ESPP will be distributed to such participant, in each case in accordance with the terms of the ESPP, except that all administrative and other rights and authorities granted under the ESPP to the Company, the Company Board or any committee or designee thereof shall remain in effect and shall reside with the Company following the Purchase Time.

      (e)      The Company Stock Plans shall terminate as of the Purchase Time, and, subject to Section 3.2(d), any and all rights under any provisions in any other plan, program or arrangement, including any Company Plan, providing for the issuance or grant of any other interest in respect of the capital stock of the Company (other than the right to receive the payment contemplated by Sections 3.2(a), 3.2(c) and 3.2(d)) shall be canceled as of the Purchase Time, except that all administrative and other rights and authorities granted under the Company Stock Plans to the Company, the Company Board or any committee or designee thereof shall remain in effect and shall reside with the Company following the Purchase Time.

      (f)      The Company Board or the Compensation Committee of the Company Board shall pass such resolutions as are reasonably necessary to effectuate the provisions of this Section 3.2; it being understood that the intention of the parties is that immediately following the Purchase Time, no holder of any option, restricted share, performance share or restricted stock unit, or any participant in any Company Plan or other employee benefit arrangement of the Company, shall have any right thereunder to acquire any capital stock (including any “phantom” stock or stock appreciation rights) of the Company, the Surviving Corporation or any of their Subsidiaries pursuant to such Company Plan or other arrangement. Any notice which the Company shall deliver to the holders of options, restricted shares, performance shares or restricted stock units, or the participants in any other Company Plan, setting forth such holders’ rights pursuant to this Agreement shall be reasonably acceptable to Parent.

      (g)      Immediately following the Purchase Time, Parent shall fund (by purchasing newly-issued shares of common stock of the Company at the Offer Price or lending on arms-length terms) that amount of cash in U.S. dollars sufficient to pay all amounts in excess

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of an aggregate of $25 million required to be paid by the Company pursuant to Section 3.2(a), Section 3.2(c) and Section 6.14.

      SECTION 3.3.      Dissenting Shares . (a) Notwithstanding anything in this Agreement to the contrary, Shares that are issued and outstanding immediately prior to the Effective Time and which are held by holders of Shares that have properly demanded and perfected their rights to be paid the fair value of such Shares in accordance with Section 262 of the DGCL (the “ Dissenting Shares ”) shall not be converted into the right to receive the Merger Consideration, and the holders thereof shall be entitled to only such rights as are granted by Section 262 of the DGCL; provided , however , that if any such holder shall fail to perfect or shall effectively waive, withdraw or lose such holder’s rights under Section 262 of the DGCL, such holder’s Shares shall not constitute Dissenting Shares and instead shall thereupon be deemed to have been converted, at the Effective Time, into the right to receive the Merger Consideration, as set forth in Section 3.1 of this Agreement, without any interest thereon.

      (b)      The Company shall give Parent (i) prompt notice of any appraisal demands received by the Company, withdrawals thereof and any other instruments served pursuant to Section 262 of the DGCL and received by the Company and (ii) the opportunity to direct all negotiations and proceedings with respect to the exercise of appraisal rights under Section 262 of the DGCL. The Company shall not, except with the prior written consent of Parent or as otherwise required by applicable Law, make any payment with respect to any such exercise of appraisal rights or offer to settle or settle any such rights.

      SECTION 3.4.      Surrender of Shares . (a) Prior to the Effective Time, Parent shall deposit (or cause to be deposited) with a bank or trust company designated by Parent and reasonably acceptable to the Company (the “ Paying Agent ”) (and pursuant to a paying agent agreement in form and substance reasonably acceptable to Parent and the Company), in trust for the benefit of holders of Shares, sufficient funds to timely make the payment of the aggregate Merger Consideration with respect to all of the Shares outstanding immediately prior to the Effective Time (other than Cancelled Shares)and shall use its reasonable best efforts to cause the Paying Agent to make all required payments to holders of Shares in accordance with this Section 3.4. Such funds may be invested by the Paying Agent as directed by Parent; provided , that such investments shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days or guaranteed by the United States of America and backed by the full faith and credit of the United States of America or in commercial paper obligations rated A-1 or P-1 or better by Moody’s Investors Service, Inc. or Standard & Poor’s Corporation, respectively. Any interest or income produced by such investments will be payable to the Surviving Corporation or Parent, as Parent directs.

      (b)      Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (the “ Certificates ”), a form of letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent) and instructions for use in effecting the surrender of the Certificates for payment of the Merger Consideration therefor. Upon surrender to the Paying Agent of a Certificate (or affidavit of loss

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in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable in respect of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(b), each Certificate (other than Certificates representing Dissenting Shares, which shall have those rights, and only those rights, provided in Section 262 of the DGCL) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article III.

      (c)      At any time following the date that is twelve (12) months after the Effective Time, Parent shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been made available to the Paying Agent and which have not been disbursed to holders of Certificates and thereafter such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat or other similar Laws) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates. The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares for the Merger Consideration.

      (d)      After the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers of Shares that were outstanding prior to the Effective Time. After the Effective Time, Certificates presented to the Surviving Corporation for transfer shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth in, this Article III.

      (e)      In the event that 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, including (unless waived by Parent or, pursuant to authority granted by Parent, by the Paying Agent) the posting by the holder of a bond in customary amount as indemnity against any claim that may be made against it with respect to the Certificate, the Paying Agent will deliver in exchange for the lost, stolen or destroyed Certificate the applicable Merger Consideration payable in respect of the Shares represented by such Certificate pursuant to this Article III.

      SECTION 3.5.      Withholding Taxes . (a) Notwithstanding anything in this Agreement to the contrary, Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to the Offer,

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the Merger or otherwise pursuant to this Agreement any amount as may be required to be deducted and withheld with respect to the making of such payment under applicable U.S. federal, state or local Tax Laws. To the extent that amounts are so properly withheld by the depository for the Offer, the Paying Agent, the Purchaser, the Surviving Corporation or Parent, as the case may be, and are paid to the appropriate Governmental Entity in accordance with applicable Law, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or other Person in respect of which such deduction and withholding was made by the depository, Paying Agent, the Purchaser, the Surviving Corporation or Parent, as the case may be.

      (b)      If any withholding or deduction is required to be made under the Laws of the Republic of Korea (or any political subdivision thereof) from the consideration otherwise payable under this Agreement to any holder of Shares or holder of equity awards described in Section 3.2 (except to the extent that such withholding or deduction arises as a result of the holder having a taxable presence (other than solely by reason of receiving the consideration otherwise payable under this Agreement) in the Republic of Korea), the amount of such payment to such holder of Shares or equity awards shall be increased to an amount which ensures that, after the making of that withholding or deduction, the holder entitled to receive such payment receives and retains (subject to Section 3.5(a)) a net sum equal to the payment which it would have received and retained had no such withholding or deduction been required (such increase being hereinafter referred to as the “ Per Holder Make-Whole Amount ”). The total amount of funds necessary and sufficient to ensure that each holder of Shares and each holder of equity awards described in Section 3.2 receives in full the Per Holder Make-Whole Amount to which such holder is entitled pursuant to the foregoing sentence shall hereinafter be referred to as the “ Aggregate Make-Whole Amount .” Prior to the Effective Time, Parent shall deposit with the Paying Agent, in accordance with Section 3.4(a) hereof, an amount of funds in cash which in Parent’s good faith estimate shall be equal to or exceed the Aggregate Make-Whole Amount. If, at any time after the Effective Time, the Aggregate Make-Whole Amount exceeds the estimated Aggregate Make-Whole Amount, Parent shall deposit with the Paying Agent, from time to time, such funds as are necessary and sufficient to ensure that the sum of the estimated Aggregate Make-Whole Amount and the additional funds deposited equals or exceeds at all times the Aggregate Make-Whole Amount.

      SECTION 3.6.      Adjustment . If at any time during the period between the date of this Agreement and the Effective Time, any change in the outstanding shares of capital stock of the Company shall occur as a result of any reclassification, recapitalization, stock split (including a reverse stock split) or combination, exchange or readjustment of shares, or any stock dividend or stock distribution is declared with a record date during such period, the Merger Consideration shall be equitably adjusted to reflect such change (other than to the extent such event shall have been taken into account pursuant to an adjustment in the Offer Price pursuant to Section 1.1(d)) .

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ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

      Except as set forth in (x) the correspondingly numbered Section of the disclosure schedule delivered by the Company to Parent prior to the execution of this Agreement (the “ Company Disclosure Schedule ”) ( provided , however , that a matter disclosed with respect to one representation or warranty shall also be deemed to be disclosed with respect to each other representation or warranty to which the matter disclosed reasonably relates, but only to the extent such relationship is reasonably apparent on the face of the disclosure contained in the Company Disclosure Schedule with respect to such matter), or (y) in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007 (the “ 2007 Company 10-K ”) or any SEC Reports filed or furnished subsequent to the filing of the 2007 Company 10-K prior to the date hereof (excluding any disclosures to the extent they are described under “Risk Factors” or which are cautionary, predictive or forward-looking in nature), the Company hereby represents and warrants to Parent as follows:

      SECTION 4.1.      Organization and Qualification; Subsidiaries . (a) Each of the Company and its Subsidiaries is a duly organized and validly existing corporation or other entity in good standing (with respect to jurisdictions which recognize that concept) under the Laws of its jurisdiction of incorporation or organization, with all corporate or other entity power and authority to own its properties and conduct its business as currently conducted and is duly qualified and in good standing as a foreign corporation or entity authorized to do business in each of the jurisdictions in which the character of the properties owned or held under lease or sublease by it or the nature of the business transacted by it makes such qualification necessary, except where the failure to be so organized, existing, in good standing or to have such power or authority would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and would not prevent or materially impair the ability of the Company to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement. “ Material Adverse Effect ” means any change, effect, event or occurrence that has a material adverse effect on the business, financial condition or results of operations of the Company and its Subsidiaries, taken as a whole; provided , however , that, (1) any changes, effects, events or occurrences shall not be deemed to constitute a Material Adverse Effect to the extent arising out of, relating to or resulting from (i) changes in general economic or political conditions or in the industries or geographic markets in which the Company or its Subsidiaries operate; (ii) changes in the securities, credit, currency or financial markets generally; (iii) changes or proposed changes in Laws or regulations (or interpretations thereof) of general applicability that are applicable to the Company or its Subsidiaries or applicable accounting regulations or principles or the interpretation thereof; (iv) compliance with the terms of, or the taking of any action required by, this Agreement or consented to or requested by Parent in writing; (v) any acts of terrorism or war (or the escalation of the foregoing) (other than any of the foregoing that causes any damage or destruction to, or renders unusable any material facility or property of the Company or of any of its Subsidiaries); (vi) changes in the supplies or prices of copper or other raw materials, commodities or energy generally; or (vii) the announcement or pendency of this Agreement or the transactions contemplated hereby (except, in the case of the foregoing clauses (i) and (v), to the extent such changes, effects, events or occurrences referred to therein have a materially disproportionate effect on the Company and its Subsidiaries, taken as

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a whole, compared with other companies operating in the magnet wire, communications cable, enamel and related distribution businesses); or (2) a decline in the trading price of the Shares or any failure to meet internal or published projections, forecasts or revenue or earning predictions for any period or periods shall not be deemed to constitute a Material Adverse Effect (but this clause (2) shall not prevent or otherwise affect a determination that any fact, circumstance, event, change or development underlying or contributing to such decline or failure has resulted in, or contributed to, a Material Adverse Effect).

      (b)      Section 4.1(b) of the Company Disclosure Schedule sets forth a list of each Subsidiary of the Company (other than dormant subsidiaries). Neither the Company nor any of its Subsidiaries owns, directly or indirectly, beneficially or of record, any interest in any Person other than the Company’s Subsidiaries.

      SECTION 4.2.      Certificate of Incorporation and Bylaws . The Company has heretofore made available to Parent true, correct and complete copies of the certificate of incorporation and bylaws of the Company as currently in effect, including all amendments thereto (respectively, the “ Certificate of Incorporation ” and “ Bylaws ”) and of the certificate of incorporation and bylaws (or similar governing documents) as currently in effect for each Significant Subsidiary of the Company. The Certificate of Incorporation and the Bylaws are in full force and effect and no other organizational documents are applicable to or binding upon the Company. The Company is not in violation of any provisions of its Certificate of Incorporation or Bylaws in any material respect.

      SECTION 4.3.      Capitalization . (a) The authorized capital stock of the Company consists of (i) 33,000,000 Shares and (ii) 7,000,000 shares of preferred stock, par value $0.01 per share (the “ Preferred Stock ”).

      (b)      As of the close of business on May 31, 2008 (the “ Capitalization Date ”): (i) 19,733,790 Shares were issued and outstanding, all of which were validly issued, fully paid and nonassessable and were issued free of preemptive rights; (ii) an aggregate of 1,321,794 Shares were reserved for issuance upon or otherwise deliverable in connection with the vesting of outstanding equity-based awards or the exercise of outstanding Options issued pursuant to the Company Stock Plans or the purchase of Shares by participants in the ESPP; (iii) no shares of Preferred Stock were outstanding; and (iv) 1,349,108 Shares and no shares of Preferred Stock were held in the treasury of the Company. From the close of business on the Capitalization Date through the date of this Agreement, no options or other rights to acquire Shares or shares of Preferred Stock have been granted (other than the Top-Up Option) and no Shares or shares of Preferred Stock have been issued or sold from treasury, except for Shares issued pursuant to the exercise of Options in accordance with their terms. Section 4.3(b) of the Company Disclosure Schedule sets forth, as of the Capitalization Date, each Option and other equity-based award outstanding under any Company Plan, the number of Shares issuable thereunder and the expiration date and exercise or conversion price relating thereto.

      (c)      Except as set forth in clauses (a) and (b) of this Section 4.3 (including Shares described therein as reserved for issuance upon the exercise of Options) and for the Company’s obligations under this Agreement, (i) there are not outstanding or authorized any (A) shares of capital stock or other voting securities of the Company, (B) securities of the

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Company convertible into or exchangeable for shares of capital stock or voting securities of the Company, or (C) options or other rights to acquire from the Company, or any obligation of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of the Company (collectively, “ Company Securities ”); (ii) there are no outstanding obligations of the Company to repurchase, redeem or otherwise acquire any Company Securities; and (iii) there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to any Company Securities to which the Company is a party.

      (d)      As of the Capitalization Date, 5,000,003 shares of Series A Preferred Stock, par value $1.00 per share (the “ Series A Preferred Stock ”), of Superior Essex Holding Corp. were issued and outstanding. The Series A Preferred Stock and all other outstanding shares of capital stock or other equity interests of each of the Company’s Subsidiaries are duly authorized, validly issued, fully paid and nonassessable, and all such shares of capital stock or other equity interests are owned beneficially and of record by the Company or another Subsidiary of the Company, free and clear of all security interests, liens, claims, pledges, agreements, limitations in voting rights, charges or other encumbrances of any nature whatsoever (“ Liens ”) other than Liens with respect to shares of capital stock of foreign Subsidiaries of the Company related to indebtedness reflected on the Audited Balance Sheet (or in the notes thereto) and other than as imposed by applicable Law. There are not outstanding or authorized any (A) securities of any Subsidiary of the Company convertible into or exchangeable for shares of capital stock or voting securities of any Subsidiary of the Company (other than the €6.0 million principal amount of 3% convertible bonds of Invex S.p.A. due January 2010 which are convertible into shares of common stock of Invex S.p.A.) or (B) options or other rights to acquire from any Subsidiary of the Company, or any obligation of any Subsidiary of the Company to issue, any capital stock, voting securities or securities convertible into or exchangeable for capital stock or voting securities of any Subsidiary of the Company (collectively, “ Subsidiary Securities ”). There are no outstanding obligations of the Company or any of its Subsidiaries to repurchase, redeem or otherwise acquire any Subsidiary Securities, and there are no other options, calls, warrants or other rights, agreements, arrangements or commitments of any character relating to any Subsidiary Securities to which the Company or any of its Subsidiaries is a party.

      SECTION 4.4.      Authority . (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company’s stockholders under the DGCL to the extent required by applicable Law, to consummate the transactions contemplated hereby. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby have been duly and validly authorized by all necessary corporate action, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement or to consummate the transactions so contemplated (other than adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the affirmative vote of a majority of the outstanding Shares as of the record date for the meeting (the “ Company Requisite Vote ”), and the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL). This Agreement has been duly and validly executed and delivered by the Company

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and, assuming the due authorization, execution and delivery hereof by Parent and Purchaser, constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally, general equitable principles (whether considered in a proceeding in equity or at law) and any implied covenant of good faith and fair dealing.

      (b)      The making of any offer and proposal by Parent or Purchaser in connection with, and leading to, the execution and delivery of this Agreement has been consented to by the Company Board in accordance with the terms and provisions of the Confidentiality Agreement. As of the date hereof, the Company Board (at a meeting or meetings duly called and held) has, by the unanimous vote of the directors present: (i) determined that this Agreement and the transactions contemplated hereby, including the Offer and the Merger, are advisable and fair to and in the best interests of, the Company and its stockholders; (ii) approved and declared advisable this Agreement, including the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement; (iii) directed that the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement be submitted to the stockholders of the Company for adoption (unless the Merger is consummated in accordance with Section 253 of the DGCL as contemplated by Section 2.7); and (iv) resolved to recommend that the Company’s stockholders accept the Offer and tender their Shares to Purchaser and, to the extent applicable, adopt the “agreement of merger” (as such term is used in Section 251 of the DGCL) set forth in this Agreement (the “ Company Board Recommendation ”), which actions and resolutions have not, as of the date hereof, been subsequently rescinded, modified or withdrawn in any way.

      SECTION 4.5.      No Conflict; Required Filings and Consents . (a) The execution, delivery and performance of this Agreement by the Company, the consummation of the Offer, and, subject to the adoption of the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement by the Company’s stockholders under the DGCL to the extent required by applicable Law, the consummation by the Company of the Merger and the other transactions contemplated hereby, do not and will not, (i) conflict with or violate the Certificate of Incorporation or Bylaws of the Company, (ii) assuming that all consents, approvals and authorizations contemplated by subsection (b) below have been obtained, and all filings described in such clauses have been made, conflict with or violate any federal, state, local or foreign statute, law, ordinance, rule, regulation, order, judgment, decree or legal requirement of any Governmental Entity (“ Law ”) or any Nasdaq rule or regulation applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, or (iii) (A) result in any breach or violation of or constitute a default (or an event which with notice or lapse of time or both would become a default) under, or (B) result in the loss of a benefit under, or give rise to any right of termination, cancellation, amendment or acceleration of, or (C) result in the creation of any Lien on any of the properties or assets of the Company or any of its Subsidiaries under any note, bond, mortgage, indenture, contract, agreement, lease, sublease, license, permit or other instrument or obligation (each, a “ Contract ”) to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries or any of their respective properties are bound, except, in the case of clauses (ii) and (iii), for any such conflict, violation, breach, default, acceleration, loss, right, Lien or other occurrence which would not (I) have or reasonably be expected to have, individually or in the

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aggregate, a Material Adverse Effect or (II) prevent or materially impair or reasonably be expected to prevent or materially impair the ability of the Company to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement.

      (b)      The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, do not and will not require any consent, approval, authorization or permit of, action by, filing with or notification to, any federal, state, local or foreign governmental or regulatory authority, agency, court, commission, or any other governmental body (each, a “ Governmental Entity ”) or any stock exchange, except for (i) applicable requirements of the Exchange Act and the rules and regulations promulgated thereunder (including the filing of the Schedule 14D-9 and the Information Statement), and state securities, takeover and “blue sky” Laws, (ii) the applicable requirements of the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the “ HSR Act ”), (iii) the applicable requirements of Nasdaq, (iv) the filing with the Secretary of State of the State of Delaware of the Certificate of Merger as required by the DGCL, (v) the applicable requirements of antitrust or other competition Laws of jurisdictions other than the United States or investment Laws relating to foreign ownership (“ Foreign Antitrust Laws ”), (vi) any such consent, approval, authorization, permit, action, filing or notification arising from the business, operations or nationality of Parent or its affiliates, and (vii) any such consent, approval, authorization, permit, action, filing or notification the failure of which to make or obtain would not (A) have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or (B) prevent or materially impair or reasonably be expected to prevent or materially impair the ability of the Company to perform its obligations under this Agreement or materially delay the transactions contemplated by this Agreement.

      SECTION 4.6.      Compliance . Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the Company and each of its Subsidiaries are, and since November 10, 2003 have been, in compliance with all Laws applicable to the Company or any of its Subsidiaries or by which any of their respective properties are bound, (b) the Company and its Subsidiaries have all registrations, applications, licenses, requests for exemptions, permits and other regulatory authorizations (“ Permits ”) from Governmental Entities required to conduct their respective businesses as currently conducted, and (c) the Company and its Subsidiaries are in compliance with all such Permits.

      SECTION 4.7.      SEC Filings; Financial Statements . (a) The Company has filed or otherwise transmitted all forms, reports, statements, certifications and other documents (including all exhibits, amendments and supplements thereto) required to be filed or transmitted by it with or to the SEC since January 1, 2005 (such documents filed or otherwise transmitted since January 1, 2005, the “ SEC Reports ”). As of their respective dates, or, if amended, as of the date of the last such amendment (in the case of SEC Reports filed or transmitted prior to the date hereof, the date of the last such amendment prior to the date hereof), each of the SEC Reports complied as to form in all material respects with the applicable requirements of the Securities Act and the rules and regulations promulgated thereunder and the Exchange Act and the rules and regulations promulgated thereunder, each as in effect on the date so filed. Except to the extent amended or superseded by a subsequent filing with the SEC made prior to the date hereof, as of their respective dates (and if so amended or superseded, then on the date of such subsequent filing (but in the case of SEC Reports filed or transmitted prior to the date hereof, the date of the

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last such amendment prior to the date hereof)), none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated or incorporated by reference therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

      (b)      The audited and unaudited consolidated financial statements (including the related notes thereto) of the Company included (or incorporated by reference) in the SEC Reports, as amended and supplemented (but in the case of SEC Reports filed or transmitted prior to the date hereof, as amended or supplemented prior to the date hereof) (the “ Financial Statements ”), have been prepared in accordance with GAAP in all material respects applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects in conformity with GAAP the consolidated financial position of the Company and its consolidated Subsidiaries at the respective dates thereof and the consolidated statements of operations, cash flows and changes in stockholders’ equity for the periods indicated therein (subject, in the case of unaudited financial statements, to normal and recurring year-end audit adjustments, in each case as permitted by GAAP and the applicable rules and regulations promulgated by the SEC).

      (c)      The Company has implemented and maintains a system of internal control over financial reporting (as required by Rule 13a-15(a) under the Exchange Act) that is designed to provide reasonable assurances regarding the reliability of financial reporting and the preparation of its consolidated financial statements for external purposes in accordance with GAAP. The Company has implemented and maintains disclosure controls and procedures (as required by Rule 13a-15(a) of the Exchange Act) that are designed to ensure that information required to be disclosed by the Company in the reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time frames specified by the SEC’s rules and forms. The Company has disclosed, based on its most recent evaluation of its system of internal control over financial reporting prior to the date of this Agreement, to the Company’s outside auditors and the audit committee of the Company’s Board of Directors (A) any significant deficiencies and material weaknesses in the design or operation of its internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that would reasonably be expected to adversely affect the Company’s ability to record, process, summarize and report financial information and (B) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls over financial reporting. Prior to the date hereof, the Company has made available to Parent a reasonable and materially accurate summary of any such disclosures made by management to the Company’s auditors and the audit committee of the Company Board since January 1, 2007. The Company’s management has completed an assessment of the effectiveness of the Company’s internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act for the year ended December 31, 2007, and such assessment concluded that such controls were effective.

      (d)      Neither the Company nor any of its Subsidiaries has any liabilities of any nature, whether accrued, absolute, fixed, contingent or otherwise, known or unknown, whether due or to become due, that are required to be recorded or reflected on a balance sheet under GAAP, other than liabilities (i) as and to the extent reflected or reserved against on the Audited Balance Sheet or in the notes thereto, (ii) incurred in the ordinary course of business since

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December 31, 2007 or arising in connection with this Agreement or the transactions contemplated hereby or (iii) which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The “ Audited Balance Sheet ” means the consolidated balance sheet of the Company dated as of December 31, 2007 included in the 2007 Company 10-K.

      SECTION 4.8.      Absence of Certain Changes or Events . (a) Since December 31, 2007 through the date of this Agreement, the Company and its Subsidiaries have conducted, in all material respects, their business in the ordinary course consistent with past practice.

      (b)      Since December 31, 2007, there has not been (and there is not) any change, condition, event or development that has had or would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

      (c)      The Compensation Committee of the Company Board is (and at all times since discussions relating to the transaction contemplated hereby between the Company and Parent or its Representatives began was, and at all times until the first date on which the Purchaser’s designees constitute a majority of the Company Board pursuant to Section 1.4 will be) composed solely of “independent directors” for purposes of Rule 14d-10(2) under the Exchange Act.

      SECTION 4.9.      Absence of Litigation . (a) There is no claim, action, suit, proceeding, arbitration, mediation or investigation by or before any Governmental Entity (each, a “ Proceeding ”) pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries or any of its or their properties or assets, other than any such Proceeding that would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor any of its Subsidiaries nor any of their respective properties or assets is subject to any outstanding order, writ, injunction or decree.

      (b)      As of the date hereof, to the knowledge of the Company, no officer or director of the Company or any of its Subsidiaries is a defendant in any pending material Proceeding in connection with his or her status as an officer or director of the Company or any of its Subsidiaries, and, to the knowledge of the Company, no such Proceeding is threatened in writing.

      SECTION 4.10.      Employee Benefit Plans . (a) Section 4.10(a) of the Company Disclosure Schedule contains a true and complete list of each material “employee benefit plan” (within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”)) and each other material employment, bonus, vacation, stock option, stock purchase, restricted stock or other equity-based incentive, deferred compensation, profit sharing, savings, retirement, retiree medical or life insurance, supplemental retirement, severance, fringe benefit, retention, change of control or other benefit plans, programs, agreements, contracts, policies or arrangements contributed to, sponsored or maintained by the Company (excluding any government sponsored or required benefit plan, program, policy or arrangement) as of the date hereof for the benefit of any current, former or retired employee,

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officer, consultant, independent contractor or director of the Company (collectively, the “ Company Employees ”) or to which the Company is a party or with respect to which the Company has or would reasonably be expected to have any liability (such plans, programs, policies, agreements and arrangements, including the Company Stock Plans and the ESPP, collectively, “ Company Plans ”); provided , however , that with respect to Company Plans that are required pursuant to any collective bargaining agreement or any labor or trade union contract or a works’ council outside the United States, the parties hereto acknowledge and agree that (i) Section 4.10(a) of the Company Disclosure Schedule will not include such Company Plans and (ii) the Company shall provide to Parent a list of such Company Plans as soon as practicable following the execution of this Agreement (but in any event, within 45 days following the date hereof).

      (b)      With respect to each Company Plan, the Company has made available to Parent a current, accurate and complete copy thereof (or, if a plan is not written, a written description thereof) and, to the extent applicable, (i) any related trust agreement or other funding instrument, (ii) the most recent determination letter received from the Internal Revenue Service (the “ IRS ”) for each Company Plan that is intended to be qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the “ Code ”), (iii) the most recent summary plan description and any summaries of any material modification of such Company Plan, (iv) all prospectuses prepared in connection with any such Plan, (v) any material participant communications made since July 1, 2007, (vi) for the most recent year (A) the Form 5500 and attached schedules, (B) audited financial statements, and (C) actuarial valuation reports, if any, and (vii) any comparable documents with respect to each Company Plan subject to any foreign Laws that are required to be prepared or filed under the applicable Laws of such foreign jurisdiction (the documents described in clauses (i) through (vii) above, the “ Related Documents ”); provided, however, that with respect to Company Plans that are required pursuant to any collective bargaining agreement or any labor or trade union contract or a works’ council outside the United States, the parties hereto acknowledge and agree that to the extent such Company Plans have not been made available to Parent as of the date hereof, the Company shall provide to Parent a copy of such Company Plans and any Related Documents as soon as practicable following the execution of this Agreement (but in any event, within 45 days following the date hereof).

      (c)      Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect: (i) Each Company Plan has been established, operated and administered in all material respects in accordance with its terms and in compliance with the applicable provisions of ERISA, the Code, and other applicable laws, rules and regulations; (ii) no “prohibited transaction,” within the meaning of Section 4975 of the Code or Sections 406 or 407 of ERISA, and not otherwise exempt under Section 408 of ERISA, has occurred with respect to any Company Plan; and (iii) all contributions, premiums and other payments required to be made with respect to each Company Plan have been made on or before their due dates under applicable Law and the terms of such Company Plan.

      (d)      Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Company, there are no investigations by any Governmental Entity, termination proceedings or other claims (except routine claims for benefits payable under the Company Plans) against or involving any Company

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Plan or asserting any rights to or claims for benefits under any Company Plan, and with respect to each Company Plan for which financial statements are required by ERISA, as of the date hereof, there has not been, and the Company does not reasonably expect that there will be, any adverse change in the financial status of such Company Plan since the date of the most recent such statements provided to Purchaser by the Company.

      (e)     Neither the Company or any of its Subsidiaries nor any other Person that, together with the Company or any of its Subsidiaries, is or was treated as a single employer under Section 414(b), (c), (m) or (o) of the Code (each, together with the Company, an “ ERISA Affiliate ”), is now contributing to or has any liability to, or has at any time within the past six years (and in the case of any such other person or entity, only during the period within the past six years that such other person or entity was an ERISA Affiliate) contributed to or had any liability to (i) a pension plan (within the meaning of Section 3(2) of ERISA) subject to Section 412 of the Code or Title IV of ERISA; (ii) a multiemployer plan (within the meaning of Section 3(37) or 4001(a)(3) of ERISA); or (iii) a single employer pension plan (within the meaning of Section 4001(a)(15) of ERISA) for which an ERISA Affiliate would reasonably be expected to incur liability under Section 4063 or 4064 of ERISA.

      (f)      Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, no Proceedings (other than routine claims for benefits in the ordinary course) are pending or, to the knowledge of the Company, threatened with respect to any Company Plan.

      (g)     Neither the Company or any of its Subsidiaries nor any ERISA Affiliate has incurred any liability under Title IV of ERISA that has not been satisfied in full and, to the knowledge of the Company, no condition exists that would reasonably be expected to present a risk to the Company of incurring any such liability other than liability for premiums due the Pension Benefit Guaranty Corporation.

      (h)     No Company Plan provides post-termination welfare benefits, and neither the Company nor any of its Subsidiaries has any obligation to provide any post-termination welfare benefits, in each case, other than health care continuation as required by Section 4980B of the Code or similar Law of any state or foreign jurisdiction.

      (i)      Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each Company Plan which is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter from the IRS and, to the knowledge of the Company, no circumstances exist which would materially and adversely affect such favorable determination or such Company Plan’s qualified status.

      (j)      Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, to the knowledge of the Company, each Company Plan that is a “nonqualified deferred compensation plan” within the meaning of Section 409A(d)(1) of the Code and any award thereunder, in each case that is subject to Section 409A of the Code, has been operated in good faith compliance, in all material respects, with Section 409A of the Code since January 1, 2005, based upon a reasonable interpretation of Section 409A and the regulations and guidance issued thereunder. Except as would not have or reasonably be

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expected to have, individually or in the aggregate, a Material Adverse Effect, with respect to any Company Plan maintained outside the United States, to the knowledge of the Company, all applicable foreign qualifications or registration requirements have been satisfied.

      (k)      Neither the execution by the Company of this Agreement nor the consummation of the transactions contemplated hereby will or may (either alone or upon occurrence of any additional or subsequent events) (i) constitute an event under any Company Plan or any trust or loan related to any of those plans or agreements that will or may result in any payment, acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits, or any similar consequence with respect to any Company Employee, (ii) result in the triggering or imposition of any restrictions or limitations on the right of the Company to amend or terminate any Company Plan or (iii) result in the failure of any amount to be deductible by reason of Section 280G of the Code.

      (l)       All Options and other equity-based awards under Company Plans (i) have been granted in compliance with the terms of the applicable Company Plans, with applicable Laws, and with the applicable provisions of the Company’s certificate of incorporation and bylaws as in effect at the time of the applicable grant, and (ii) are accurately disclosed as required by applicable Law in (x) the SEC Reports and the Financial Statements and (y) the Tax returns of the Company. All Options have been appropriately accounted for in accordance with GAAP.

      SECTION 4.11.      Labor and Employment Matters . As of the date hereof, (a) neither the Company nor any of its Subsidiaries is a party to or is bound by any collective bargaining agreement or any labor union contract, nor, to the knowledge of the Company, are there any material activities or proceedings of any labor union to organize any employees of the Company or any of its Subsidiaries or compel the Company or any of its Subsidiaries to bargain with any labor union or labor organization; and (b) there is no pending or, to the knowledge of the Company, threatened material labor strike, walkout, work stoppage, or lockout with respect to employees of the Company or any of its Subsidiaries. No grievance or arbitration demand or proceeding, or unfair labor practice charge or proceeding, whether or not filed pursuant to a collective bargaining agreement, has been filed, is pending or, to the knowledge of the Company, has been threatened against the Company or any of its Subsidiaries that would have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

      SECTION 4.12.      Insurance . Section 4.12 of the Company Disclosure Schedule sets forth, as of the date hereof, a true, correct and complete list of all material insurance policies issued in favor of the Company or any of its Significant Subsidiaries, or pursuant to which the Company or any of its Significant Subsidiaries is a named insured or otherwise a beneficiary, as well as any material historic incurrence-based policies still in force. With respect to each such insurance policy, except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (a) the policy is in full force and effect and all premiums due thereon have been paid and (b) neither the Company nor any of its Subsidiaries is in breach or default under any such policy.

      SECTION 4.13.      Properties . Except as would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the Company or

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one of its Subsidiaries: (i) has good title to all the real property and tangible personal property reflected on the Audited Balance Sheet as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice), free and clear of all Liens, except (A) statutory Liens for current Taxes or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings, (B) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation, (C) other statutory liens securing payments not yet due, (D) purchase money Liens and Liens securing rental payments under capital lease arrangements, (E) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties, (F) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the Audited Balance Sheet (or in the notes thereto), and (G) other Liens being contested in good faith in the ordinary course of business and which would not have or reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; and (ii) is the lessee or sublessee of all leasehold or subleasehold estates reflected in the latest Financial Statements or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased or subleased thereunder, and each such lease or subleased is valid without material default thereunder by the lessee or sublessee or, to the Company’s knowledge, the lessor or sublessor.

      SECTION 4.14.      Tax Matters . Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect:

      (a)      (i) The Company has timely filed (taking into account any extension of time within which to file) or caused to be filed all returns relating to Taxes required to be filed by applicable Law with respect to the Company or any of its Subsidiaries or any of its or their income, properties or operations, (ii) all such returns are true, correct and complete, and (iii) the Company has timely paid or caused to be paid all Taxes attributable to the Company or any of its Subsidiaries that were due and payable without regard to whether such Taxes have been assessed or have been shown on such Tax returns, including any Taxes required to be withheld from amounts owing to any employee, creditor, shareholder or other third party, except, in each case of clauses (i) through (iii), with respect to matters contested in good faith or for which adequate reserves are reflected, in accordance with GAAP, in the Financial Statements.

      (b)      As of the date hereof, no taxing authority has proposed in writing any liability for any Tax to be imposed upon the Company or any of its Subsidiaries for the tax periods (or portions thereof) ending on or prior to the Purchase Time for which there is not an adequate reserve, in accordance with GAAP (regardless of whether the liability for such Taxes is disputed).

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      (c)      All federal, state, local and foreign income Tax returns of the Company and its Subsidiaries have been audited and settled, or are closed to assessment, for all years through 2003. There is no claim or assessment pending or, to the knowledge of the Company, threatened in writing against the Company or any of its Subsidiaries for any alleged deficiency in Taxes, and to the knowledge of the Company there is no outstanding audit or investigation with respect to any liability of the Company or any of its Subsidiaries for Taxes. There are no agreements in effect to extend the period of limitations for the assessment or collection of any Tax for which the Company or any of its Subsidiaries may be liable. There are no closing agreements pursuant to Section 7121 of the Code.

      (d)      There is no obligation of the Company or any of its Subsidiaries to contribute to the payment of any Tax or any portion of a Tax (or any amount calculated with reference to any portion of a Tax) of any Person other than the Company or any of its Subsidiaries, including under Treasury Regulations Section 1.1502-6 (or any similar provision of state, local or foreign Law), as transferee or successor, by contract or otherwise. No claim that remains unresolved has been made by any authority in a jurisdiction where the Company or any of its Subsidiaries has not filed income or franchise Tax returns that the Company or such Subsidiary is or may be subject to income or franchise taxation by that jurisdiction.

      (e)      To the knowledge of the Company, there are no statutory Liens with respect to Taxes (other than Taxes not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings) on any of the assets or properties of the Company or any of its Subsidiaries.

      (f)      None of the Company, any of its Subsidiaries or any predecessors of the Company or any of its Subsidiaries by merger or consolidation has since January 1, 2006 been a “distributing corporation” or a “controlled corporation” in a transaction intended to qualify under Section 355 of the Code.

      (g)      Neither the Company nor any of its Subsidiaries has engaged in a transaction that is “listed” within the meaning of Section 6011 of the Code and Treasury Regulations promulgated thereunder.

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

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      SECTION 4.15.      Schedule 14D-9; Offer Documents; Information Statement . (a) None of the information supplied or to be supplied by or on behalf of the Company or any Affiliate of the Company for inclusion in the Offer Documents will, at the time such documents are filed with the SEC, at the time they are mailed to stockholders of the Company, and at the time any amendment or supplement thereto is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. The Schedule 14D-9 will not, at the time it is filed with the SEC, at the time it is mailed to stockholders of the Company, and at the time any amendment or supplement thereto is filed with the SEC, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading. Notwithstanding the foregoing, no representation or warranty is made by the Company with respect to information supplied in writing by or on behalf of Parent, Purchaser or any Affiliate of Parent or Purchaser which is included in the Offer Documents or the Schedule 14D-9. The Schedule 14D-9 will, at the time it is filed with the SEC, at the time it is mailed to the stockholders of the Company, and at the time any amendment or supplement thereto is filed with the SEC, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC thereunder.

      (b)      The letter to stockholders, notice of meeting and information statement or proxy statement and form of proxy, as the case may be, that may be provided to stockholders of the Company in connection with the Merger (including any amendments or supplements) and any schedules required to be filed with the SEC in connection therewith (collectively, the “ Information Statement ”) will not, at the time the Information Statement is first mailed to stockholders of the Company, at the time any amendment or supplement thereto is filed with the SEC, and at the time of the Special Meeting, contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they are made, not misleading, except that no representation or warranty is made by the Company with respect to information supplied in writing by Parent, Purchaser or any Affiliate of Parent or Purchaser which is included in the Information Statement. The Information Statement will, at the time the Information Statement is first mailed to stockholders of the Company, at the time of the Special Meeting, and at the time any amendment or supplement thereto is filed with the SEC, comply as to form in all material respects with the provisions of the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

      SECTION 4.16.      Intellectual Property . (a) As used herein, “ Intellectual Property ” means, collectively, all United States and foreign (i) trademarks, service marks, Internet domain names, trade dress, all applications and registrations for the foregoing, and all goodwill associated therewith and symbolized thereby (collectively, the “ Trademarks ”); (ii) inventions and discoveries, whether or not patentable, and invention disclosures (collectively, the “ Inventions ”); (iii) patents, registrations, and applications therefor, including divisionals, provisionals, continuations and continuations-in-part applications, and including extensions, reexaminations and reissues (collectively, the “ Patents ”); (iv) trade secrets, confidential information and know-how, including processes