AGREEMENT AND PLAN OF MERGER

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

dated as of September 30, 2009

among

VIASAT, INC.,

ALOHA MERGER SUB, INC.

and

WILDBLUE HOLDING, INC.

TABLE OF CONTENTS

AGREEMENT AND PLAN OF MERGER

           THIS AGREEMENT AND PLAN OF MERGER (this “ Merger Agreement ”) is entered into as of this 30th day of September, 2009 (the “ Execution Date ”) by and among WildBlue Holding, Inc., a Delaware corporation (the “ Company ”), ViaSat, Inc., a Delaware corporation (“ Parent ”) and Aloha Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary (either directly or indirectly) of Parent (“ Merger Sub ”). Each of the Company, Parent and Merger Sub are referred to herein as a “ Party ” and collectively as the “ Parties ”.

RECITALS:

          1. The Company, through its wholly owned subsidiary WildBlue Communications, Inc., a Delaware corporation (“ WB Communications ”), is engaged in the business of providing two-way broadband Internet access via satellite to homes, small businesses and small offices/home offices located in the contiguous United States (the “ Business ”).

          2. The respective Boards of Directors of Parent, the Company and Merger Sub have approved this Merger Agreement and the transactions contemplated hereby, and deem it advisable and in the best interests of their respective stockholders to consummate the merger of Merger Sub with and into the Company on the terms and conditions set forth in this Merger Agreement (the “ Merger ”).

          3. Simultaneously with the execution of this Merger Agreement, Parent and certain Company Stockholders (as defined below) have entered into that certain Indemnification Agreement (the “ Indemnification Agreement ”) pursuant to which the Company Stockholders party thereto have agreed to indemnify Parent and Merger Sub from and against certain liabilities and obligations following the Merger.

          NOW, THEREFORE, in exchange for the mutual promises contained herein, and other good and valuable consideration, the receipt, adequacy and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows.

I. DEFINITIONS

      1.1 List of Defined Terms . The following terms, as used herein, have the following meanings:

          “ Affiliate ” shall mean, with respect to any specified Person: any other Person which, directly or indirectly, owns or controls, is under common ownership or control with, or is

owned or controlled by, such specified Person. A Person shall be deemed to control another Person if such first Person possesses, directly or indirectly, the power to direct or to cause the direction of the management and policies of such other Person, whether through the ownership of voting securities, by Contract or otherwise.

          “ Antitrust Laws ” shall mean, collectively, the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, the Sherman Act, as amended, the Clayton Act, as amended, the Federal Trade Commission Act, as amended, and any other federal, state or foreign law, regulation or decree designed to prohibit, restrict or regulate actions for the purpose or effect of monopolization or restraint of trade, or the significant impediment of effective competition, or for the control of mergers.

          “ Average Parent Stock Price ” shall mean, as of any date the volume weighted average of the per share daily closing prices of Parent Common Stock on NASDAQ during the ten (10) consecutive trading days ending on and including such date as reported in Yahoo! Finance .

          “ Business Day ” shall mean any day other than a Saturday, Sunday or other day on which commercial banks in Delaware are authorized or required to remain closed.

          “ Canary Locations ” shall mean all special-purpose, dedicated, satellite terminals and associated equipment located in the beams of the Company Satellites for the purposes of network monitoring, engineering evaluation and performance testing.

          “ Capacity Agreement ” shall mean that certain Capacity Agreement, to be entered into in connection with the termination of this Merger Agreement under certain circumstances, by and between Parent and the Company in the form attached as Exhibit D hereto.

          “ Cash Equivalents ” shall mean cash, cash equivalents or other items on deposit (including checks, bank drafts and money orders), marketable securities, short term investments and restricted cash.

          “ Closing Date ” shall mean the day on which the Closing takes place.

          “ Code ” shall mean the Internal Revenue Code of 1986, as amended from time to time.

          “ Communications Consents ” shall mean any and all consents of Governmental Authorities required to be obtained under any Communications Law in connection with the consummation of the transactions contemplated hereby.

          “ Communications Law ” shall mean any statute, law, rule, regulation, code, ordinance, order, decree, judgment, injunction, notice, binding agreement, or similar instrument of authority issued, promulgated or entered into by the FCC, Industry Canada, or any other Governmental Authority that regulates the use of radiofrequency spectrum, human exposure to radiofrequency emissions, and/or the provision of communications, telecommunications or information services, including without limitation the Business.

          “ Communications Permits ” shall mean all Permits held by the Company or any of its Subsidiaries or Parent or any of its Subsidiaries, as applicable, under the provisions of any Communications Law.

          “ Company Credit Facilities ” shall mean (i) the Amended and Restated First Lien Credit Agreement, dated as of August 16, 2006, among WB Communications, as Borrower, Liberty Media Corporation, as Administrative Agent, the lenders party thereto, and for the purposes of Section 10.18 thereof only, WB Holdings 1 LLC and WB Canada, as amended by the First Amendment to Amended and Restated Credit Agreement and Intercreditor Agreement, dated as of June 30, 2007 and as further amended by the Second Amendment to First Lien Credit Agreement and Intercreditor Agreement, dated as of June 30, 2008, and (ii) the Second Lien Credit Agreement, dated as of August 16, 2006, among WB Communications, as Borrower, Liberty Media Corporation, as Administrative Agent, Obsidian, LLC, as Co-Administrative Agent, the lenders party thereto, and for the purposes of Section 10.18 thereof only, WB Holdings 1 LLC and WB Canada, as amended by the First Amendment to Second Lien Credit Agreement and Intercreditor Agreement, dated as of June 30, 2007 and as further amended by the Second Amendment to Second Lien Credit Agreement and Intercreditor Agreement, dated as of June 30, 2008.

          “ Company Debt ” shall mean the aggregate principal amount of loans outstanding under the Company Credit Facilities as of the Closing Date, including any accrued interest thereon paid-in-kind on or prior to the Closing Date by increasing the aggregate principal amount of such loans, together with all accrued and unpaid interest thereon as of the Closing Date and all other indebtedness, liabilities, obligations, covenants and duties of the Company and its Subsidiaries of every kind, nature and description under or in respect of the Company Credit Facilities, including, without limitation, all fees and prepayment penalties payable as a result of the repayment on the Closing Date of the aggregate outstanding principal amount of the loans under the Company Credit Facilities.

          “ Company Equity Plans ” shall mean the Company’s equity incentive plans set forth in Section 1.1 of the Company Disclosure Schedule.

          “ Company Ground Stations ” shall mean all material transmitting and/or receiving radio frequency facilities consisting of land, buildings, fixtures, equipment, improvements (if any) and telemetry, tracking and control equipment that are owned or leased by the Company or any of its Subsidiaries or that are operated as of the Execution Date by the Company or any of its Subsidiaries or that are owned or operated by other Persons and material to the use or operation of the Company Satellites.

          “ Company Intellectual Property ” shall mean any and all Intellectual Property Rights that are owned by the Company or its Subsidiaries.

          “ Company’s Knowledge ” shall mean the actual knowledge after reasonable inquiry of the Persons set forth in Section 1.1 of the Company Disclosure Schedule.

          “ Company Lenders ” shall mean the lenders under each of the Company Credit Facilities.

          “ Company Material Adverse Effect ” shall mean an effect, event, occurrence, development or change that, individually or in the aggregate, has or is reasonably likely to have a material adverse effect (a) on the Company’s ability to consummate the transactions contemplated by this Merger Agreement and/or comply with its obligations hereunder or (b) on the financial condition, assets, liabilities, business or results of operation of the Company and its Subsidiaries, taken as a whole, including without limitation, each event and occurrence set forth on Schedule 1.1 hereto, in each case, other than effects, events, occurrences, developments or changes arising out of, relating to or resulting from: (i) changes generally affecting the United States economy, or political or regulatory changes, to the extent that such changes do not negatively and disproportionately affect the Company and its Subsidiaries, (ii) changes or conditions in the industries in which the Company and its Subsidiaries operate to the extent that such changes do not negatively and disproportionately affect the Company and its Subsidiaries, (iii) any changes in applicable Laws, regulations or GAAP or the interpretation thereof, (iv) the failure of the Company to obtain any awards, grants or loans under the Broadband Technology Opportunities Program, the Broadband Initiatives Program or other similar federal Recovery Act stimulus programs, or (v) compliance with the terms of, or taking any action required by, this Merger Agreement.

          “ Company Network ” shall mean the Company Satellites, the Company Ground Stations, autotrack beacon sites, satellite telemetry and command sites, and all computer hardware, software, firmware, management information systems, network management systems, telecommunications systems, equipment, and circuits, and the like, that are owned, licensed, leased or otherwise held for use by the Company or any of its Subsidiaries or operated on behalf of the Company or any of its Subsidiaries in the conduct of the Business.

          “ Company Products ” shall mean all products, technologies and services developed (including products, technologies and services under development), owned, made, provided, distributed, imported, sold or licensed by or on behalf of the Company and any of its Subsidiaries.

          “ Company Registered Intellectual Property ” shall mean the applications, registrations and filings for Intellectual Property Rights that have been registered, filed, certified or otherwise perfected or recorded, and that have not been abandoned, with or by any Governmental Authority by or in the name of and that are owned by the Company or any of its Subsidiaries.

          “ Company Satellites ” shall mean each satellite or payload thereon that is, in whole or in part, owned or leased, licensed or otherwise furnished, or on which any communications capacity is sold, leased, licensed or otherwise furnished, to the Company or any of its Subsidiaries.

          “ Company Satellite Health Reports ” shall mean monthly reports setting forth the operational status and technical condition of, and detailing spacecraft-related incidents, anomalies and defects experienced by each of the Company Satellites, as well as the current status of the subsystems on the Company Satellites (including power, telemetry and command, attitude control, communications and antennas).

          “ Company Service ” shall mean the Internet access service offered for sale by the Company and its Subsidiaries either directly to consumers on a “retail” basis or through its distribution partners on a “wholesale” basis.

          “ Company Stock ” shall mean the common stock, par value $0.01 per share, of the Company.

          “ Company Stockholders ” shall mean the holders of the Company Stock immediately prior to the consummation of the Merger.

          “ Consent Agreements ” shall mean (i) the Consent and Extension Agreement (First Lien Credit Agreement), dated as of the Execution Date, among the Company, WB Communications, as Borrower, Liberty Media Corporation, as Administrative Agent, the lenders party thereto, WB Holdings 1 LLC and WB Canada and (ii) the Consent Agreement (Second Lien Credit Agreement), dated as of the Execution Date, among the Company, WB Communications, as Borrower, Liberty Media Corporation, as Administrative Agent, Obsidian, LLC, as Co-Administrative Agent, the lenders party thereto, WB Holdings 1 LLC and WB Canada.

          “ Contaminants ” shall mean disabling codes or instructions and any “back door,” “time bomb,” “Trojan horse,” “worm,” “drop dead device,” “virus” or other software routines or hardware components that permit unauthorized access or the unauthorized disruption, impairment, disablement or erasure of such Company Product or Company Intellectual Property (or all parts thereof) or data or other software of users.

          “ DGCL ” shall mean the Delaware General Corporation Law.

          “ Director and Officer Indemnified Parties ” shall mean any Person who is, or has been at any time prior to the Effective Time, a director or officer of the Company or its Subsidiaries.

          “ Dollars ” or “ $ ” shall mean the lawful currency of the United States of America.

          “ Environmental Laws ” shall mean any Laws relating to occupational safety and the protection of human health and the environment and/or governing the handling, recycling, use, generation, treatment, storage, transportation, disposal, transport, manufacture, distribution, formulation, packaging, labeling, emission, discharge, release or threatened release of or exposure to Hazardous Materials.

          “ Environmental Permit ” shall mean any permit, approval, license and other authorization required under any applicable Environmental Law.

          “ ERISA ” shall mean the Employee Retirement Income Security Act of 1974, as amended.

          “ FCC ” shall mean the Federal Communications Commission, including any instrumentality thereof acting on delegated authority.

          “ Final Order ” shall mean an action or decision of any Governmental Authority (i) that has not been vacated, reversed, set aside, annulled, stayed or suspended, (ii) as to which no timely application, petition, motion or similar request for stay, rehearing, reconsideration, review or appeal has been made by any person or entity or any Governmental Authority on its own motion, and (iii) as to which the time period designated by applicable Law for seeking stay, rehearing, reconsideration, review or appeal has expired.

          “ Fully Diluted Company Share Amount ” shall mean the fully diluted shares of Company Stock, as of the Effective Time, calculated on an as converted to common basis, including without limitation, the following securities of the Company: (i) all outstanding

Company Stock, (ii) all Company Stock issued or issuable upon the conversion of outstanding shares of preferred stock, and (iii) to the extent not otherwise cancelled pursuant to Section 3.3(a) or 3.3(b), all Company Stock issued or issuable upon the exercise, conversion or exchange of all outstanding Company Options, Company Rights (other than the Company Rights set forth on Schedule 3.3(b), unless exercised prior to the Effective Time), rights or other convertible or exchangeable securities.

          “ GAAP ” shall mean United States of America generally accepted accounting principles consistently applied over all relevant periods.

          “ Governmental Authority ” shall mean any federal, state, or local government, whether domestic or foreign, or any political subdivision thereof, or any department, commission, board, bureau, agency, commission, court, panel or other instrumentality of any kind of any of the foregoing, including the FCC and Industry Canada.

          “ Hazardous Material ” shall mean petroleum, petroleum hydrocarbons or petroleum products, petroleum by-products, radioactive materials, asbestos or asbestos-containing materials, gasoline, diesel fuel, pesticides, radon, urea formaldehyde, toxic mold, lead or lead-containing materials, polychlorinated biphenyls; and any other chemicals, materials, substances or wastes in any amount or concentration which are as of the Execution Date defined as or included in the definition of “hazardous substances,” “hazardous materials,” “hazardous wastes,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutants,” “regulated substances,” “solid wastes,” or “contaminants” or words of similar import, under any Environmental Law.

          “ Indebtedness ” of any Person shall mean, without duplication, (i) the principal of and accrued interest or premium (if any) in respect of (A) all indebtedness of such Person for borrowed money and (B) all indebtedness evidenced by notes, debentures, bonds or other similar instruments for the payment of which such Person is responsible or liable, (ii) all obligations of such Person issued or assumed as the deferred purchase price of property, all conditional sale agreements or other title retention agreements with respect to property acquired by such Person (even though the rights and remedies of any Person or lender under such agreement in the event of default are limited to repossession or sale of such property), (iii) all indebtedness of such Person secured by a purchase money mortgage or other Lien to secure all or part of the purchase price of property subject to such mortgage or Lien, (iv) all obligations under leases which shall have been or must be, in accordance with GAAP, recorded as capital leases in respect of which such Person is liable as lessee, (v) any liability of such Person in respect of banker’s acceptances or letters of credit, and (vi) all indebtedness referred to above which is directly or indirectly guaranteed by such Person.

          “ Industry Canada ” shall mean the Canadian federal Department of Industry or any successor government department or agency thereto.

          “ Intellectual Property ” shall mean any and all (i) inventions, discoveries, methods, processes, art and improvements and any and all patents, patent applications and inventors’ certificates arising therefrom, (ii) original works of authorship fixed in a tangible medium of expression, including computer programs, source code, and executable code, whether embodied in software, firmware or otherwise, architecture, documentation, designs, files, records, and data and any and all copyright registrations and copyright applications and “moral” rights arising therefrom, (iii) mask works, (iv) trade and industrial secrets, confidential information and know-how, including confidential customer lists, prototypes, technology, schematics, test methodologies, emulation and simulation reports, test vectors and hardware development tools (collectively, “ Trade Secrets ”), (v) logos, trademarks, trade names, service marks and trade dress and any trademark and service mark registrations and applications throughout the world, (vi) domain names, web addresses and websites, and (vii) any divisions, continuations, continuations in part, renewals, reissuances and extensions of any applications or registrations of the foregoing (as applicable).

          “ Intellectual Property Rights ” shall mean any and all worldwide common law and statutory rights in any Intellectual Property, including any right to prosecute, file, and maintain applications and registrations and seek protection for any Intellectual Property and to enforce and recover remedies (including past damages) for infringement or misappropriation of any Intellectual Property.

          “ Law ” shall mean all applicable laws or statutes (including common law), constitutions, treaties, regulations, notice requirements, agency guidelines, ordinances, codes, or Orders of any Governmental Authority thereof, including, without limitation, Environmental Laws, import/export laws, the Foreign Corrupt Practices Act, laws respecting energy, motor vehicle safety, public utility and zoning, building and health codes, occupational safety and health laws and laws respecting employment practices, employee documentation, terms and conditions of employment and wages and hours.

          “ Lien ” shall mean any charge, claim, right of first refusal or offer, restriction on transfer, mortgage, deed of trust, hypothecation, conditional sale, lien, encumbrance, option, pledge, mortgage, easement, encroachment, assessment, security interest or restriction.

          “ Lock-Up Agreement ” shall mean that certain Lock-Up Agreement, to be entered into as of the Closing Date, by and among Parent and the Company Stockholders listed on Schedule 6.3(c)(ii) in the form attached as Exhibit B hereto.

          “ NASDAQ ” shall mean the NASDAQ Global Select Market.

          “ New Loan Agreement ” shall mean any credit agreement, loan agreement, note agreement, promissory note, indenture or other agreement or instrument evidencing or governing the terms of the New Notes. A form of the New Loan Agreement is attached hereto as Exhibit A .

          “ New Loan Documents ” shall mean the New Loan Agreement, together with all collateral agreements, intercreditor agreements, guaranty agreements, security agreements and other ancillary documents, instruments, agreements, schedules, certificates and exhibits delivered in connection therewith.

          “ Parent Common Stock ” shall mean the common stock, par value $0.0001 per share, of Parent.

          “ Parent’s Knowledge ” shall mean the actual knowledge after reasonable inquiry of the Persons set forth in Section 1.1 of the Parent Disclosure Schedule.

          “ Parent Material Adverse Effect ” shall mean an effect, event, occurrence, development or change that, individually or in the aggregate, has or is reasonably likely to have a material adverse effect (a) on Parent’s ability to consummate the transactions contemplated by this Merger Agreement and/or comply with its obligations hereunder or (b) on the financial condition, assets, liabilities, business or results of operation of Parent and its Subsidiaries, taken as a whole, in each case, other than effects, events, occurrences, developments or changes arising out of, relating to or resulting from: (i) changes generally affecting the United States economy, or political and regulatory changes, to the extent that such changes do not negatively and disproportionately affect Parent, (ii) changes or conditions in the industries in which Parent operates to the extent that such changes do not negatively and disproportionately affect Parent, (iii) any changes in applicable Laws, regulations or GAAP or the interpretation thereof, (iv) the failure of Parent to obtain any awards, grants or loans under the Broadband Technology Opportunities Program, the Broadband Initiatives Program or other similar federal Recovery Act stimulus programs, or (v) compliance with the terms of, or taking any action required by, this Merger Agreement.

          “ Permit ” shall mean any license, permit, franchise, certificate, approval, registration or other authorization issued or conferred by any Governmental Authority that is required for the Company and its Subsidiaries to conduct or operate the Business as currently conducted.

          “ Permitted Liens ” shall mean (i) any Liens incurred in the ordinary course of business, consistent with past practice, in connection with worker’s compensation, unemployment insurance, old-age pensions and other social security benefits, and other obligations of like nature; (ii) Liens securing the performance of bids, tenders, leases, Contracts (other than for the repayment of debt), statutory obligations, surety, customs and appeal bonds

and other obligations of like nature, incurred in the ordinary course of business, consistent with past practice; (iii) Liens in connection with requirements imposed by the National Telecommunications and Information Administration and/or the Rural Utilities Service in connection with any loans, grants or other funds granted or loaned under the Broadband Technology Opportunities Program, the Broadband Initiatives Program or other similar programs (but only if approved by Parent under Section 6.2(b)); (iv) statutory Liens for Taxes, assessments or other charges by Governmental Authorities not yet due and payable or the amount or validity of which is being contested in good faith and by appropriate proceedings and for which appropriate reserves have been made on the Financial Statements in accordance with GAAP or on the Monthly Financial Statements; (v) zoning, entitlement and other land use and environmental regulations by any Governmental Authority; (vi) mechanics’, materialmen’s, carriers’, workmen’s, warehousemen’s, repairmen’s, landlords’, laborers’, suppliers’ and vendors’ Liens, in each case incurred in the ordinary course of business with respect to amounts not yet due and payable, and other Liens (other than for Taxes) imposed by Law and incurred in the ordinary course of business, consistent with past practice; (vii) grants of licenses of Intellectual Property Rights; and (viii) cash collateral accounts with respect to customer receivables, credit cards, and leases, in each case incurred in the ordinary course of business, consistent with past practice.

          “ Person ” shall mean any individual, corporation, proprietorship, joint venture, firm, partnership, trust, company (including any limited liability company or joint stock company), association or other entity or Governmental Authority.

          “ Registration Rights Agreement ” shall mean that certain Registration Rights Agreement, to be entered into as of the Closing Date, by and among Parent and the Company Stockholders in the form attached as Exhibit C hereto.

          “ Related Party ” shall mean any of the officers or directors of the Company and its Subsidiaries, any holder of five percent (5%) or more of Company Stock as of the Execution Date, and any Affiliate of the Company, its Subsidiaries or of any such officers, directors or stockholders.

          “ Satellite Capacity Outage ” shall mean a period of time of more than 5 minutes (whether consecutive, or in the aggregate during any 24 hour period) during which a Company Satellite did not provide Company Service that meets the specifications in Section 4.17 to more than 80% of provisioned subscribers in one or more beams due to a problem attributable to a Company Satellite, likely attributable to a Company Satellite, or a problem with the operations of a Company Satellite, other than scheduled maintenance.

          “ SEC ” shall mean the United States Securities and Exchange Commission.

          “ Securities Act ” shall mean the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

          “ Subsidiary ” or “ Subsidiaries ” (whether or not capitalized) of any Person shall mean any corporation, partnership, limited liability company, association, trust, joint venture or other legal entity of which such Person (either alone or through or together with any other subsidiary), owns or controls, directly or indirectly, more than 50% of the stock or other equity interests the holders of which are generally entitled to vote for the election of the board of directors or other governing body of such corporation or other legal entity; provided that, in the case of Parent, TrellisWare Technologies, Inc. shall not be deemed to be a Subsidiary of Parent.

          “ Tax ” shall mean any federal, state, local, or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital stock, franchise, profits, withholding, social security (or similar), unemployment, disability, workers’ compensation, real property, personal property, sales, use, transfer, registration, value added, alternative, or add-on minimum, estimated, or other tax of any kind whatsoever, including any interest, penalty, or addition thereto, whether disputed or not, and including any amount payable pursuant to an obligation to indemnify or otherwise assume or succeed to the Tax liability of any other Person.

          “ Tax Returns ” shall mean any report, return, declaration or other information required to be supplied to any Governmental Authority in connection with Taxes (including any attached schedules thereto and any amendments thereof), including, without limitation, any information return, claim for refund, amended return and declaration of estimated Tax.

          “ Transaction Documents ” shall mean: (a) this Merger Agreement; (b) the New Loan Documents; (c) the Lock-Up Agreement; (d) the Registration Rights Agreement; and (e) the Capacity Agreement.

          “ Transaction Expenses ” shall mean (i) all expenses allocated to the Company set forth on Schedule 1.2, (ii) all expenses allocated to Parent set forth on Schedule 1.2 and (iii) all other expenses incurred by the Parties connection with the preparation, execution and performance of this Merger Agreement and the other Transaction Documents and the transactions contemplated hereby and thereby.

          “ Treasury Regulations ” shall mean the regulations promulgated under the Code by the United States Treasury Department.

          “ WB Canada ” shall mean WildBlue Communications Canada Corp., a Nova Scotia unlimited liability company and wholly-owned subsidiary of WB Communications.

          “ WB Holdings 1 LLC ” shall mean WB Holdings 1 LLC, a Colorado limited liability company and wholly-owned subsidiary of WB Communications.

      1.2 Table of Defined Terms . Each of the following terms is defined in the Section set forth opposite such term:

II. THE MERGER

      2.1 The Merger; Effective Time .

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

          (b) Immediately following the Closing, the Company and Parent shall execute and file in the office of the Secretary of State of the State of Delaware a certificate of merger in such form as is required by, and executed in accordance with, the relevant provisions of the DGCL (the “ Certificate of Merger ”). The Merger shall become effective at the time of the filing of the Certificate of Merger with the Secretary of State of the State of Delaware or at such time thereafter, which the Parties shall have agreed upon as is provided in the Certificate of Merger (such time as the Merger becomes effective is referred to herein as the “ Effective Time ”).

      2.2 Closing . Upon the terms and subject to the conditions of this Merger Agreement, the closing of the Merger (the “ Closing ”) will take place at 10 a.m. local time at the Company’s principal executive office located at 5970 Greenwood Plaza Boulevard, Suite 300, Greenwood Village, Colorado or at such other place and time as the Parties may agree in writing, on the date that is two (2) Business Days following the satisfaction or (subject to applicable Law) waiver of the conditions to the Closing set forth in Articles VII, VIII and IX of this Merger Agreement (excluding conditions that, by their nature, cannot be satisfied until the Closing, but subject to the satisfaction or (subject to applicable Law) waiver of those conditions).

      2.3 Effects of the Merger .

          (a) At the Effective Time, (i) the certificate of incorporation of Merger Sub, as in effect immediately prior to the Effective Time, shall be the certificate of incorporation of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law and (ii) the by-laws of Merger Sub, as in effect immediately prior to the Effective Time, shall be the by-laws of the Surviving Corporation until thereafter changed or amended as provided therein or by applicable Law.

          (b) At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of the DGCL. Without limiting the generality of the foregoing, and subject thereto, at and after the Effective Time:

          (i) all of the rights, privileges, powers and franchises of the Company and Merger Sub shall vest in the Surviving Corporation; and

          (ii) all debts, liabilities, duties and obligations of the Company and Merger Sub shall become the debts, liabilities, duties and obligations of the Surviving Corporation, and the Surviving Corporation shall thenceforth be responsible and liable for all the debts, liabilities, duties and obligations of the Company and Merger Sub, and the rights of creditors of the Company and Merger Sub shall not be impaired by the Merger, and may be enforced against the Surviving Corporation.

      2.4 Directors and Officers . The directors and officers of Merger Sub immediately prior to the Effective Time shall be the directors and officers of the Surviving Corporation as of the Effective Time.

III. CONVERSION OF SHARES

      3.1 Conversion of Shares . At the Effective Time, by virtue of the Merger and without any action on the part of the Company, any holder of Company Stock or any stockholder of Merger Sub:

          (a) Each issued and outstanding share of Merger Sub shall be converted into and become one fully paid and nonassessable share of common stock of the Surviving Corporation, so that after the Effective Time, Parent shall be the holder of all of the issued and outstanding shares of capital stock of the Surviving Corporation.

          (b) Each share of Company Stock (other than Dissenting Shares) issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the Per Share Merger Consideration.

          (c) Each share of Company Stock owned by the Company as treasury stock shall be automatically cancelled and shall cease to exist and no consideration shall be delivered in exchange therefor.

          (d) The “ Per Share Merger Consideration ” shall be the sum of (i) the dollar amount equal to the quotient of (x) the Adjusted Cash Consideration divided by (y) the Fully Diluted Company Share Amount (the “ Per Share Cash Consideration ”), plus (ii) the number of

shares of Parent Common Stock equal to the quotient of (x) the Adjusted Stock Consideration divided by (y) the Fully Diluted Company Share Amount (the “ Per Share Stock Consideration ”), plus (iii) the aggregate principal amount of New Notes equal to the quotient of (x) the Adjusted New Notes Consideration divided by (y) the Fully Diluted Company Share Amount (the “ Per Share Notes Consideration ”).

          (e) For the avoidance of doubt, as of the Effective Time, the Company Stock shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of an outstanding certificate which immediately prior to the Effective Time represented any such share of Company Stock (a “ Company Stock Certificate ”) shall cease to have any rights with respect thereto, except the right to receive, upon the surrender of such Company Stock Certificate as described in Section 3.2, the Per Share Merger Consideration for each share of Company Stock formerly represented by such Company Stock Certificate.

      3.2 Payment of Merger Consideration .

          (a) Subject to compliance with Section 3.2(b), Parent shall pay to each Company Stockholder (other than holders of Dissenting Shares) the Per Share Merger Consideration in respect of each share of Company Stock held in the aggregate amounts set forth next to each Company Stockholder’s name in the Payment and Allocation Schedule (as such Schedule is adjusted in accordance with the procedures set forth in Section 3.4(c)(iii)(A)). On the Closing Date, Parent shall deliver to each Company Stockholder (other than holders of Dissenting Shares) with respect to shares of Company Stock formerly represented by such holder’s Company Stock Certificates: (1) certificates representing the Per Share Stock Consideration multiplied by the number of shares of Company Stock owned by such Company Stockholder as set forth in the Payment and Allocation Schedule (rounded to the nearest whole share), issued in the names of and in the amounts specified by such Company Stockholder by written notice to Parent no later than two (2) Business Days prior to the Closing Date; (2) by wire transfer of immediately available United States funds, the Per Share Cash Consideration multiplied by the number of shares of Company Stock owned by such Company Stockholder as set forth in the Payment and Allocation Schedule (rounded to the nearest penny), to the account or accounts specified by such Company Stockholder by written notice to Parent no later than two (2) Business Days prior to the Closing Date; and (3) the Per Share Notes Consideration multiplied by the number of shares of Company Stock owned by such Company Stockholder as set forth in the Payment and Allocation Schedule, issued in the names of and in the amounts specified by such Company Stockholder by written notice to Parent no later than two (2) Business Days prior to the Closing Date.

          (b) As soon as reasonably practicable after the Execution Date, the Company shall mail a Letter of Transmittal, in a form to be reasonably agreed upon by the Company and Parent (which shall contain, among other things, customary investor representations from the Company Stockholders on which Parent may rely to issue the shares of Parent Common Stock and New Notes) (the “ Letter of Transmittal ”), to each Company Stockholder. Upon surrender

of the Company Stock Certificate or Certificates representing the Company Stock held by each Company Stockholder, together with a duly completed and validly executed Letter of Transmittal at the Effective Time or thereafter, such Company Stockholder shall be entitled to receive, subject to the terms and conditions hereof, the Per Share Merger Consideration for each share of Company Stock represented by such Company Stock Certificates and Company Stock Certificates so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 3.2(b), each Company Stock Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration for each share of Company Stock represented by such Company Stock Certificate. No interest will be paid or will accrue on the Per Share Merger Consideration payable upon surrender of any Company Stock Certificate.

          (c) All Per Share Merger Consideration paid upon the surrender of Company Stock Certificates in accordance with the terms of this Article III shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Stock previously represented by such Company Stock Certificates. At the close of business on the day on which the Effective Time occurs, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Stock that were outstanding immediately prior to the Effective Time. If, at any time after the Effective Time, Company Stock Certificates are presented to the Surviving Corporation or Parent for any reason, they shall be canceled and exchanged as provided in this Article III.

          (d) In the event any Company Stock Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Company Stock Certificate to be lost, stolen or destroyed, and the posting of a bond in such reasonable amount as Parent may direct, Parent shall pay the applicable Per Share Merger Consideration to be paid in respect of such shares of Company Stock formerly represented by such Company Stock Certificate to which such holder would be entitled pursuant to this Article III.

          (e) If any portion of the Per Share Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Company Stock Certificate is registered, it shall be a condition to such payment that (i) such Company Stock Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to Parent any Transfer Taxes required as a result of such payment to a Person other than the registered holder of such Company Stock Certificate or establish to the reasonable satisfaction of Parent that such Tax has been paid or is not payable.

          (f) No dividends or other distributions declared or made after the Effective Time with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Stock Certificate with respect to the shares of Parent Common Stock represented thereby, unless and until the holder of such Company Stock

Certificate shall surrender such certificate. Subject to the effect of escheat or other applicable Laws, following surrender of any such Company Stock Certificate, there shall be paid to the holder of the certificates representing shares of Parent Common Stock issued in exchange therefor, without interest, (i) promptly, the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such shares of Parent Common Stock.

          (g) No certificates or scrip representing fractional shares of Parent Common Stock shall be issued upon the surrender for exchange of Company Stock Certificates, no dividend or distribution with respect to Parent Common Stock shall be payable on or with respect to any fractional share and such fractional share interests will not entitle the owner thereof to any rights of a stockholder of Parent.

          (h) Parent shall not be liable to any holder of shares of Company Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by holders of shares of Company Stock immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

      3.3 Stock Options and Warrants .

          (a) The Board of Directors of the Company (or a committee thereof) shall take all actions required pursuant to the terms of the Company Equity Plans to provide that all options to purchase shares of Company Stock issued under the Company Equity Plans, whether or not exercisable, whether or not vested, and whether or not performance-based, which are outstanding immediately prior to the Effective Time (each, a “ Company Option ”), shall, without any further action on the part of the holder thereof, be cancelled immediately prior to the Effective Time and the holder of any Company Option shall be entitled to receive in cash the positive difference, if any, between the Per Share Merger Consideration and the option exercise price per Company Option held, which the Parties acknowledge and agree shall be zero in each case.

          (b) Except as set forth on Schedule 3.3(b), the Company shall cancel all warrants to purchase Company Stock and all other rights or options (other than Company Options which shall be cancelled pursuant to Section 3.3(a)) to purchase or acquire any securities of the Company (all of the foregoing (together with the warrants and other rights set forth on Schedule 3.3(b)), collectively, the “ Company Rights ”) for no consideration, whether or not exercisable or vested, immediately prior to the Effective Time if not exercised prior to the Closing Date. The Company shall use commercially reasonable efforts to cancel the Company

Rights set forth on Schedule 3.3(b) prior to the Effective Time; provided that any such cancellation shall be on terms reasonably satisfactory to Parent.

      3.4 Merger Consideration .

          (a) Aggregate Merger Consideration. The aggregate amount of merger consideration to be paid by Parent (the “ Aggregate Merger Consideration ”) is Five Hundred Sixty-Eight Million Dollars ($568,000,000), subject to the adjustments set forth in Section 3.4(b) and Section 3.4(c). The Aggregate Merger Consideration shall be comprised of:

          (i) Three Hundred Fifty Million Dollars ($350,000,000) payable in notes issued by Parent under the New Loan Documents (the “ New Notes ”, and the aggregate principal amount of such New Notes the “ Aggregate New Notes Amount ”) (which may be adjusted first pursuant to Sections 3.4(b)(i) and 3.4(b)(ii) ( Parent Elections with Respect to Form of Merger Consideration ), second pursuant to Section 3.4(c)(ii) ( Closing Date Transaction Expenses ), and third pursuant to Section 3.4(c)(iii) ( Adjustment for Amounts Outstanding under Company Credit Facilities )) ;

          (ii) One Hundred Twenty-Five Million Dollars ($125,000,000) payable in shares of Parent Common Stock, based on the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date (such number of shares of Parent Common Stock, the “ Aggregate Stock Amount ”) (which may be adjusted first pursuant to Section 3.4(c)(i) ( Average Parent Stock Price Collar ), second pursuant to Sections 3.4(b)(i) and 3.4(b)(iii) ( Parent Elections with Respect to Form of Merger Consideration ), third pursuant to Section 3.4(c)(ii) ( Closing Date Transaction Expenses ), and fourth pursuant to Section 3.4(c)(iii) ( Adjustment for Amounts Outstanding under Company Credit Facilities )). The Aggregate Stock Amount shall be inclusive of such number of shares of Parent Common Stock valued at Twelve Million Dollars ($12,000,000) based on the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, which number of shares is referred to herein as the “ Lender Stock Amount ”. The Aggregate Stock Amount net of the Lender Stock Amount is referred to herein as the “ Net Stock Amount ”; and

          (iii) Ninety-Three Million Dollars ($93,000,000) payable in cash (the “ Aggregate Cash Amount ”) (which may be adjusted first pursuant to Sections 3.4(b)(ii) and 3.4(b)(iii) ( Parent Elections with Respect to Form of Merger Consideration ), second pursuant to Section 3.4(c)(ii) ( Closing Date Transaction Expenses ), and third pursuant to Section 3.4(c)(iii) ( Adjustment for Amounts Outstanding under Company Credit Facilities )) .

          (b) Parent Elections with Respect to Form of Merger Consideration .

          (i) Notwithstanding Section 3.4(a), if the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Closing Date (the “ Average Closing Date Price ”) is greater than or equal to the Lower Limit (as defined below), Parent may elect, in Parent’s sole discretion, to issue additional New Notes in lieu of all or a portion of the Net Stock Amount, in which case, (x) the Aggregate New Notes Amount will be increased by the additional amount of the aggregate principal amount of such New Notes issued by Parent and (y) the Net Stock Amount will be decreased by the additional amount of the aggregate principal amount of such New Notes issued by Parent Notwithstanding Section 3.4(a), if the Average Closing Date Price is greater than or equal to the Lender Shares Lower Limit (as defined below), Parent may elect, in Parent’s sole discretion, to issue additional New Notes in lieu of all or a portion of the Lender Stock Amount, in which case, (x) the Aggregate New Notes Amount will be increased by the additional amount of the aggregate principal amount of such New Notes issued by Parent and (y) the Lender Stock Amount will be decreased by the additional amount of the aggregate principal amount of such New Notes issued by Parent. For purposes of this Section 3.4(b)(i), (1) the value of the Parent Common Stock used to determine the aggregate principal amount of New Notes to be issued in lieu of all or any portion of the Aggregate Stock Amount shall be the Average Closing Date Price and (2) the value of Parent Common Stock used to determine the commensurate decrease to the Aggregate Stock Amount (including the Lender Stock Amount) shall be the Average Closing Date Price. For the avoidance of doubt, the decrease in the number of shares of Parent Company Stock for any increase in Aggregate New Notes Amount shall be calculated by dividing the dollar amount of such increase by the Average Closing Date Price. Parent shall notify the Company of its intention to issue additional New Notes in lieu of all or any portion of the Aggregate Stock Amount (including the Lender Stock Amount) in accordance with this Section 3.4(b)(i) by delivering written notice to the Company of such intention no later than five (5) Business Days prior to the Closing Date.

          (ii) Notwithstanding Section 3.4(a), Parent may elect, in Parent’s sole discretion, to pay cash in lieu of all or a portion of the Aggregate New Notes Amount; provided that Parent shall pay cash in lieu of the commensurate portion of the Aggregate New Notes Amount in an amount equal to the net proceeds received by Parent from the Third Party Financing pursuant to Section 6.3(b), if any, in which case, (x) the Aggregate Cash Amount will be increased by the additional amount of cash paid by Parent and (y) the Aggregate New Notes Amount will be decreased by the additional amount of cash paid by Parent up to the Aggregate New Notes Amount. Parent shall notify the Company of its intention to pay cash in lieu of all or any portion of the Aggregate New Notes Amount in accordance with this Section 3.4(b)(ii) by delivering written notice to the Company of such intention no later than five (5) Business Days prior to the Closing Date.

          (iii) Notwithstanding Section 3.4(a), if the Average Closing Date Price is greater than or equal to the Lower Limit, Parent may elect, in Parent’s sole discretion, to pay cash in lieu of all or a portion of the Net Stock Amount, in which case, (x) the Aggregate Cash Amount will be increased by the additional amount of cash paid by

Parent and (y) the Net Stock Amount will be decreased by the additional amount of cash paid by Parent. Notwithstanding Section 3.4(a), if the Average Closing Date Price is greater than or equal to the Lender Shares Lower Limit, Parent may elect, in Parent’s sole discretion, to pay cash in lieu of all or a portion of the Lender Stock Amount, in which case, (x) the Aggregate Cash Amount will be increased by the additional amount of cash paid by Parent and (y) the Lender Stock Amount will be decreased by the additional amount of cash paid by Parent. For purposes of this Section 3.4(b)(iii), (1) the value of the Parent Common Stock used to determine the additional cash to be paid in lieu of all or any portion of the Aggregate Stock Amount (including the Lender Stock Amount) shall be the Average Closing Date Price and (2) the value of Parent Common Stock used to determine the commensurate decrease to the Aggregate Stock Amount (including the Lender Stock Amount) shall be the Average Closing Date Price. For the avoidance of doubt, the decrease in the number of shares of Parent Company Stock for any increase in Aggregate Cash Amount shall be calculated by dividing the dollar amount of such increase by the Average Closing Date Price. Parent shall notify the Company of its intention to pay cash in lieu of all or any portion of the Aggregate Stock Amount (including the Lender Stock Amount) in accordance with this Section 3.4(b)(iii) by delivering written notice to the Company of such intention no later than five (5) Business Days prior to the Closing Date.

          (iv) Notwithstanding any other provision in this Merger Agreement, if the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, has not expired within sixty (60) days of the initial filings by Parent, Merger Sub and the Company of the required notification thereunder, then for a ten (10) day period ending on the day that is seventy (70) days after the date on which such notification is filed, Parent may elect, in Parent’s sole discretion, to substitute $125,000,000 in cash in lieu of all of the Aggregate Stock Amount (regardless of the trading or market value of the Parent Common Stock at such time or at the Closing), in which case, (x) the Aggregate Cash Amount will be increased by $125,000,000 and (y) the Aggregate Stock Amount will be reduced to zero. Such election by Parent shall be irrevocable.

          (c) Adjustments to Aggregate Merger Consideration .

          (i) Average Parent Stock Price Collar . If Parent has not exercised the election under Section 3.4(b)(iv), then the following provisions shall apply to the Aggregate Stock Amount (the adjustments set forth in clauses (A), (B) and (C) below, being referred to as the “ Average Parent Stock Price Collar ”):

          (A) If the Average Closing Date Price is greater than 112.5% of the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date (the “ Upper Limit ”), then the Net Stock Amount shall be the

number of shares of Parent Common Stock equal to the quotient of (x) (1) the Net Stock Amount (prior to any other adjustment pursuant to this Section 3.4, except for the adjustment pursuant to Section 3.4(b)(iv)) multiplied by (2) the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, divided by (y) the Upper Limit.

          (B) If the Average Closing Date Price is less than or equal to the Upper Limit but greater than or equal to 87.5% of the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date (the “ Lower Limit ”), then the Net Stock Amount shall be the number of shares of Parent Common Stock equal to the quotient of (x) (1) the Net Stock Amount (prior to any other adjustment pursuant to this Section 3.4, except for the adjustment pursuant to Section 3.4(b)(iv)) multiplied by (2) the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, divided by (y) the Average Closing Date Price.

          (C) If the Average Closing Date Price is less than the Lower Limit, then the Net Stock Amount shall be the number of shares of Parent Common Stock equal to the quotient of (x) (1) the Net Stock Amount (prior to any other adjustment pursuant to this Section 3.4, except for the adjustment pursuant to Section 3.4(b)(iv)) multiplied by (2) the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, divided by (y) the Lower Limit.

          (D) Notwithstanding any other provision of this Section 3.4(c)(i), the Average Parent Stock Price Collar shall not be applicable to the Lender Stock Amount, and the following provisions shall apply to the Lender Stock Amount:

(x) If the Average Closing Date Price is greater than 130.0% of the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date (the “ Lender Shares Upper Limit ”), then the Lender Stock Amount shall be the number of shares of Parent Common Stock equal to the quotient of (A) (1) the Lender Stock Amount (prior to any other adjustment pursuant to this Section 3.4, except for the adjustment pursuant to Section 3.4(b)(iv)) multiplied by (2) the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, divided by (B) the Lender Shares Upper Limit.

(y) If the Average Closing Date Price is less than or equal to the Lender Shares Upper Limit but greater than or equal to 70.0% of the Average Parent Stock Price as of the third (3rd) complete trading day prior to the

Execution Date (the “ Lender Shares Lower Limit ”), then the Lender Stock Amount shall be the number of shares of Parent Common Stock equal to the quotient of (A) (1) the Lender Stock Amount (prior to any other adjustment pursuant to this Section 3.4, except for the adjustment pursuant to Section 3.4(b)(iv)) multiplied by (2) the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, divided by (B) the Average Closing Date Price.

(z) If the Average Closing Date Price is less than the Lender Shares Lower Limit, then the Lender Stock Amount shall be the number of shares of Parent Common Stock equal to the quotient of (A) (1) the Lender Stock Amount (prior to any other adjustment pursuant to this Section 3.4, except for the adjustment pursuant to Section 3.4(b)(iv)) multiplied by (2) the Average Parent Stock Price as of the third (3rd) complete trading day prior to the Execution Date, divided by (B) the Lender Shares Lower Limit.

          (ii) Closing Date Transaction Expenses .

          (A) Not later than the fifth (5th) Business Day prior to the Closing Date, the Company shall, in good faith and in a manner consistent with the terms of this Merger Agreement, prepare and deliver to Parent a statement certified by the Company’s Chief Financial Officer setting forth the Company’s good faith calculation of (1) the Transaction Expenses incurred by the Company as of the Closing Date that are allocated to the Company pursuant to Schedule 1.2 (the “ Company Closing Date Transaction Expenses ”) and (2) the Transaction Expenses incurred by the Company as of the Closing Date that are allocated to Parent pursuant to Schedule 1.2.

          (B) The Aggregate Cash Amount shall be decreased by the aggregate Company Closing Date Transaction Expenses. To the extent the Company Closing Date Transaction Expenses are greater than the Aggregate Cash Amount, then the Aggregate New Notes Amount shall be decreased by the amount by which the Company Closing Date Transaction Expenses exceed the Aggregate Cash Amount. To the extent the Company Closing Date Transaction Expenses are greater than the sum of (x) the Aggregate Cash Amount and (y) the Aggregate New Notes Amount, then the Aggregate Stock Amount (first, the Lender Stock Amount, and second the Net Stock Amount) shall be reduced by the amount by which the Company Closing Date Transaction Expenses exceed the sum of (1) the Aggregate Cash Amount and (2) the Aggregate New Notes Amount. Any reduction in the Aggregate Stock Amount shall be determined in accordance with Section 3.4(c).

          (iii) Adjustment for Amounts Outstanding under Company Credit Facilities .

          (A) The Company shall deliver to Parent as of the Execution Date (1) the Payment and Allocation Schedule setting forth, among other things, the aggregate amount that would be required to be paid by the Company in order to pay in full and fully satisfy and discharge the outstanding Company Debt under each Company Credit Facility (the “ Payoff Amount ”) if the Closing were to occur on December 31, 2009 and utilizing an assumed LIBOR rate, together with the allocation of New Notes, shares of Parent Common Stock and/or cash (collectively, the “ Payment Form ”) requested by each Company Lender to pay in full and fully satisfy and discharge such Company Debt, and (2) a spreadsheet which calculates the Payoff Amount and determines the Payment Form based on any proposed Closing Date and any assumed LIBOR rate in accordance with the applicable Company Credit Facility. Not later than the third (3rd) Business Day prior to the Closing Date, the Company shall deliver to Parent an updated Payment and Allocation Schedule, reflecting the final Payoff Amount and Payment Form, which schedule shall be adjusted solely to account for (1) the actual Closing Date, (2) changes required by each Company Credit Facility, (3) the actual LIBOR rate between the Execution Date and Closing, and (4) the adjustments to the Aggregate Merger Consideration set forth in this Merger Agreement, and shall form the basis of the Payoff Letters.

          (B) Not later than 12:00 Noon New York time on the second (2nd) Business Day prior to the Closing Date, the Company shall deliver to Parent a payoff letter, in form and substance reasonably satisfactory to Parent, executed and delivered by all of the Company Lenders (or the administrative agent representing all of such Company Lenders) under each Company Credit Facility (which shall contain, among other things, a customary release of claims by the Company Lenders against Parent, Merger Sub, the Surviving Corporation and their respective Affiliates) (the “ Payoff Letters ”) setting forth, in each case, (1) the Payoff Amount on the Closing Date set forth in the Payment and Allocation Schedule, as calculated and delivered pursuant to Section 3.4(c)(iii)(A) above, and (2) the final allocation of New Notes, shares of Parent Common Stock and/or cash comprising the Payment Form requested by each Company Lender to pay in full and fully satisfy and discharge such Company Debt on the Closing Date, which Payment Form shall be consistent with the original allocations set forth in the Payment and Allocation Schedule. To the extent that, prior to delivery of the Payoff Letters, any Company Debt is required to be repaid by the Company, the Company shall first deliver to Parent a separate Payoff Letter in form and substance reasonably satisfactory to Parent, executed and delivered by the applicable Company Lender(s), setting forth the amount of cash that is required to be paid by the Company in order to pay in full and fully satisfy and discharge such Company Debt (which cash amount shall be consistent with the Payment and

Allocation Schedule, and shall reduce the Aggregate Cash Amount in accordance with Section 3.4(c)(iii)(C)).

          (C) The Aggregate Cash Amount shall be reduced by the amount of cash paid to the Company Lenders in satisfaction of the Company Debt, including all accrued but unpaid interest on the Closing Date in excess of the Minimum Cash Interest Portion (as defined in the applicable Company Credit Facilities) as of such date, in accordance with the Consent Agreements. For the avoidance of doubt, the Aggregate Cash Amount will not be reduced by the interest paid on the Closing Date under the Company Credit Facilities up to the Minimum Cash Interest Portion.

          (D) To the extent that the Aggregate Cash Amount is not sufficient to satisfy the Company Debt, the Company Debt shall be satisfied with New Notes and the Aggregate New Notes Amount shall be reduced by the aggregate principal amount of New Notes delivered to the Company Lenders in satisfaction of the Company Debt.

          (E) To the extent that the Aggregate Cash Amount and the Aggregate New Notes Amount are not sufficient to satisfy the Company Debt, the Company Debt shall be satisfied with Parent Common Stock and the Aggregate Stock Amount (first, the Lender Stock Amount, and second the Net Stock Amount) shall be reduced by the amount of Parent Common Stock delivered to the Company Lenders in satisfaction of the Company Debt. For purposes of Section 3.4(c)(iii)(E), the value of the Parent Common Stock used to satisfy the Company Debt shall be the Average Closing Date Price.

          (d) Adjusted Consideration Amounts .

          (i) The Aggregate New Notes Amount, as adjusted first pursuant to Sections 3.4(b)(i) and 3.4(b)(ii) ( Parent Elections with Respect to Form of Merger Consideration ), second pursuant to Section 3.4(c)(ii) ( Closing Date Transaction Expenses ), and third pursuant to Section 3.4(c)(iii) ( Adjustment for Amounts Outstanding under Company Credit Facilities ), shall be the “ Adjusted New Notes Consideration ”.

          (ii) The Aggregate Stock Amount, as adjusted first pursuant to Section 3.4(b)(iv) ( Parent Elections with Respect to Form of Merger Consideration ), second pursuant to Section 3.4(c)(i) ( Average Parent Stock Price Collar ), third pursuant to Sections 3.4(b)(i) and 3.4(b)(iii) ( Parent Elections with Respect to Form of Merger Consideration ), fourth pursuant to Section 3.4(c)(ii) ( Closing Date Transaction

Expenses ), and fifth pursuant to Section 3.4(c)(iii) ( Adjustment for Amounts Outstanding under Company Credit Facilities ), shall be the “ Adjusted Stock Consideration ”.

          (iii) The Aggregate Cash Amount, as adjusted first pursuant to Section 3.4(b)(iv) ( Parent Elections with Respect to Form of Merger Consideration ), second pursuant to Sections 3.4(b)(ii) and 3.4(b)(iii) ( Parent Elections with Respect to Form of Merger Consideration ), third pursuant to Section 3.4(c)(ii) ( Closing Date Transaction Expenses ), and fourth pursuant to Section 3.4(c)(iii) ( Adjustment for Amounts Outstanding under Company Credit Facilities ), shall be the “ Adjusted Cash Consideration ”.

      3.5 Satisfaction of Company Debt and Company Closing Date Transaction Expenses .

          (a) On the Closing Date, immediately prior to the Effective Time, Parent shall deliver or cause to be delivered all amounts set forth in the Payoff Letters, in the payment form set forth therein, to the accounts and/or such Persons designated by the Company Lenders (or the administrative agent representing all of such Company Lenders). At the Effective Time, all outstanding Company Debt shall be fully paid and discharged.

          (b) On the Closing Date, (i) the Company shall pay in full and satisfy all Company Closing Date Transaction Expenses which are allocated to the Company and are designated on Schedule 1.2 as being due and payable on the Closing Date and (ii) Parent shall pay in full and satisfy all Transaction Expenses which are allocated to Parent and are designated on Schedule 1.2 as being due and payable on the Closing Date. Any remaining Transaction Expenses allocated to the Company or Parent as set forth on Schedule 1.2 shall be timely paid by the respective Party following the Closing Date.

      3.6 Withholding . Parent shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Merger Agreement to any Company Stockholder such amounts as Parent is required to deduct and withhold under the Code or other applicable Tax Law with respect to the making of such payment. To the extent that amounts are so deducted and withheld by Parent, such amounts shall be treated for all purposes of this Merger Agreement as having been paid to the Company Stockholder in respect of whom such deduction and withholding was made by Parent.

      3.7 Dissenting Shares . Notwithstanding any provision in this Merger Agreement to the contrary, shares of the Company Stock outstanding immediately prior to the Effective Time and held by a holder who has not voted in favor or consented in writing to the Merger, and who has properly exercised appraisal rights of such shares in accordance with Section 262 of the DGCL (such shares being referred to collectively as “ Dissenting Shares ” until such time as such holder fails to perfect, withdraws or otherwise loses such holder’s appraisal rights under the DGCL with respect to such shares) shall not be converted into a right to receive the Merger Consideration but instead shall be converted into the right to receive only such consideration as

may be determined due with respect to such Dissenting Shares under the DGCL, unless such holder fails to perfect, withdraws or otherwise loses its right to appraisal. If, after the Effective Time, such holder fails to perfect, withdraws or loses its right to appraisal or if a court of competent jurisdiction shall determine that such holder is not entitled to the relief provided by Section 262 of the DGCL, such shares of Company Stock shall be treated as if they had been converted as of the Effective Time into a right to receive the Merger Consideration in accordance with Sections 3.1, 3.2 and 3.4 of this Merger Agreement, without interest thereon, upon surrender of the Company Stock Certificates formerly representing such shares. The Company shall give Parent prompt notice of any demands received by the Company for appraisal of shares of Company Stock, any withdrawal of any such demands and any other notices or instruments delivered to the Company prior to the Effective Time pursuant to the DGCL that relate to such demands, and Parent shall have the opportunity and right to participate in all negotiations and proceedings with respect to such demands. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld), or to the extent required by applicable Law, the Company shall not make any payment with respect to, or offer to settle or settle, any such demands.

IV. REPRESENTATIONS AND WARRANTIES OF THE COMPANY

          Except as set forth on the Company Disclosure Schedule (it being understood that any disclosure of an item or matter set forth on the Company Disclosure Schedule with respect to a particular representation or warranty shall be deemed to be a disclosure or qualification with respect to any other section or subsection of this Article IV to which its relevance is reasonably apparent on the face of such item or matter), the Company hereby represents and warrants to Parent and Merger Sub as follows:

      4.1 Organization, Qualification . Each of the Company and its Subsidiaries is duly organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization and each has the requisite power and authority to own, lease and operate its properties and assets and to carry on its business as conducted as of the Execution Date and is duly qualified to conduct business, and is in good standing, in each jurisdiction where the character of its properties and assets owned, leased or operated or the nature of its activities requires such qualification, except for any such failure to be so qualified or in good standing that has not had, or is not reasonably expected to have, individually or in the aggregate, a Company Material Adverse Effect.

      4.2 Subsidiaries . Section 4.2 of the Company Disclosure Schedule sets forth a complete list of the Company’s Subsidiaries and such list sets forth the jurisdiction of organization of each such Subsidiary. All issued and outstanding shares of capital stock or equity interests (as applicable) of each of the Subsidiaries of the Company are owned directly or indirectly (as applicable) by the Company, free and clear of all Liens, except for any Permitted Liens.

      4.3 Capitalization .

          (a) The authorized capital stock of the Company consists solely of 2,250,000 shares of Company Stock. As of the Execution Date, (a) 1,468,750 shares of Company Stock are issued and outstanding, (b) 156,000 shares of Company Stock were reserved for issuance pursuant to the Company Equity Plans, of which no shares of Company Stock have been issued, as of the Execution Date, upon the exercise of Company Options and of which 125,886 shares of Company Stock are issuable, as of the Execution Date, upon the exercise of outstanding, unexercised Company Options and (c) 456,250 shares of Company Stock were reserved for issuance upon exercise of Company Rights. A list of all stockholders of the Company as of the Execution Date (assuming, as of the Execution Date, exercise of all Company Rights other than the Company Rights set forth on Schedule 3.3(b)) together with the addresses and the number of shares held by each such stockholder is set forth in Section 4.3(a) of the Company Disclosure Schedule. All of the outstanding shares of Company Stock and all issued and outstanding shares of capital stock or equity interests of each of the Subsidiaries of the Company are duly authorized, validly issued, fully paid and nonassessable, have been issued in compliance with applicable Law, and are free of any preemptive rights or similar rights under applicable Law, the organizational documents of the Company or its Subsidiaries and any Contract to which the Company or any of its Subsidiaries is a party. The Company has no other capital stock, equity securities or securities containing any equity features authorized, issued or outstanding.

          (b) Except as set forth in Section 4.3(b) of the Company Disclosure Schedule, (i) there are no subscriptions, preemptive rights, options, warrants, calls, convertible securities or other similar rights, agreements or commitments existing or outstanding that provide for the sale or issuance by the Company or any of its Subsidiaries of any capital stock, equity securities or securities containing any equity features (or voting rights) of the Company or any of its Subsidiaries, and (ii) there are no outstanding subscriptions, preemptive rights, options, warrants, calls, convertible securities or other similar rights, agreements or commitments relating to the issuance of any Company Stock or other capital stock, equity securities or securities containing any equity features (or voting rights) of the Company or any of its Subsidiaries to which the Company or any of its Subsidiaries is a party obligating the Company or any of its Subsidiaries to (A) issue, transfer or sell any shares of capital stock or other equity interests of the Company or securities convertible into or exchangeable for such shares or equity interests, (B) grant, extend, accelerate the vesting of, change the price of or otherwise amend or enter into any such subscription, preemptive right, option, warrant, call, convertible securities or other similar right, agreement or commitment, or (C) redeem or otherwise acquire, or vote or dispose of, any such shares of capital stock or other equity interests. There are no outstanding or authorized stock appreciation, phantom stock, profit participation or similar rights with respect to the capital stock of, or other equity interests in, the Company. The Company is not a party to any voting trust or other agreement with respect to the voting, redemption, sale, transfer or other disposition of Company Stock. Section 4.3(b) of the Company Disclosure Schedule sets forth for each outstanding Company Option, the name of the holder of such option, the number of shares of Company Stock issuable upon the exercise of such option, the vesting schedule for such option and the exercise price of such option.

      4.4 Authority; Enforceability .

          (a) The Company has the requisite corporate power and authority to enter into this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party, and perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, including the Merger. The execution and delivery of this Merger Agreement and the other Transaction Documents to which the Company is, or is specified to be, a party, and the performance by the Company of its obligations hereunder and thereunder has been duly authorized by all necessary corporate action on the part of the Company and, except for the filing and recordation of the Certificate of Merger with the Secretary of State of Delaware and the affirmative vote or consent of the holders of a majority of the outstanding Company Stock in accordance with the DGCL (the “ Company Stockholder Approval ”), no other corporate action on the part of the Company is necessary to authorize the execution and delivery of this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party or to perform its obligations hereunder and thereunder. This Merger Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery of this Merger Agreement by each of the other parties hereto) constitutes, and the other Transaction Documents to which it is, or is specified to be a party, when executed and delivered (assuming in each case due authorization, execution and delivery by each of the other parties hereto) will constitute, a valid and binding obligation of the Company enforceable against it in accordance with its terms, except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights and remedies of creditors’ rights generally and subject to general principles of equity (whether considered in a proceeding at law or in equity).

          (b) The Board of Directors of the Company, has (i) determined that this Merger Agreement and the other Transaction Documents to which the Company is, or is specified to be, a party, and the transactions contemplated hereby and thereby (including the Merger) are advisable and in the best interests of Company and the Company Stockholders and (ii) approved and adopted this Merger Agreement and the other Transaction Documents and approved the transactions contemplated hereby and thereby (including the Merger). Except for the Company Stockholder Approval, no other vote or consent by the Company Stockholders is required to approve this Merger Agreement or the other Transaction Documents to which the Company is, or is specified to be, a party or to consummate any of the transactions contemplated hereby or thereby.

      4.5 No Violation; Consents .

          (a) Except as set forth in Section 4.5(a) of the Company Disclosure Schedule, the execution and the delivery of this Merger Agreement by the Company does not, and the execution and delivery of the other Transaction Documents to which it is, or is specified to be, a party, will not, and the consummation of the transactions contemplated by this Merger

Agreement and the other Transaction Documents to which it is, or is specified to be, a party, and compliance with the provisions of this Merger Agreement and the other Transaction Documents to which it is, or is specified to be, a party, will not (either alone or in conjunction with any other transaction contemplated by this Merger Agreement and the other Transaction Documents) (i) (assuming compliance with the matters referred to in Section 4.5(b) below) materially violate, materially conflict with or require any notice, filing, consent, waiver or approval under any Law or material Permit applicable to the Company or its Subsidiaries or the Business, (ii) violate any provision of the certificate of incorporation or by-laws, as amended, of the Company or any of its Subsidiaries, or (iii) materially violate, materially conflict with, result in a material breach of any provision of or the loss of any material benefit under, constitute a material default (or an event which, with or without notice or lapse of time, or both, would constitute a material default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any material liability or obligation of the Company or any of its Subsidiaries (other than the obligations expressly contemplated by this Merger Agreement and the other Transaction Documents), result in the creation of any Lien upon the Company Stock or any Lien upon any material properties, Contracts or assets of the Company (other than Permitted Liens) under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, license, lease, agreement, Contract or other material instrument or obligation 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 or assets may be bound or affected.

          (b) No filing or registration with, notification to, or authorization, consent or approval of any Governmental Authority is required to be obtained or made by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Merger Agreement and the other Transaction Documents to which the Company is, or is specified to be, a party, by the Company or the performance by the Company of its obligations hereunder and thereunder, except (i) as set forth in Section 4.5(b) of the Company Disclosure Schedule, (ii) the filing of appropriate merger documents (including the Certificate of Merger) as required by the DGCL, (iii) filings under Antitrust Laws, (iv) approval of the transactions contemplated pursuant to this Merger Agreement under the Communications Laws, and (v) those that become applicable as a result of matters specifically related to Parent or its Affiliates.

      4.6 Litigation . Except as set forth in Section 4.6 of the Company Disclosure Schedule, there are no civil, criminal or administrative actions, suits, arbitrations, claims, complaints, hearings, governmental audits, investigations or proceedings (“ Actions ”) pending, or to the Company’s Knowledge, threatened in writing against the Company or its Subsidiaries or any of their respective properties or assets or any of their officers, directors or employees in their capacity as such, in each case that has or is reasonably likely to have a material impact on the Business. There are no Actions pending that have a reasonable likelihood of success challenging the validity or enforceability of this Merger Agreement or any of the other Transaction Documents or the consummation of the transactions contemplated hereby or thereby. Except as set forth in Section 4.6 of the Company Disclosure Schedule, there are no orders, judgments, awards, settlements, injunctions, or decrees (“ Orders ”) of any Governmental Authority to which the Company, its Subsidiaries or any of their respective properties or assets or any of their

officers, directors or employees in their capacity as such are subject, in each case that has or is reasonably likely to have a material impact on the Business.

      4.7 Tax Matters .

          (a) All federal income and other material Taxes due and owing in respect of the Company and its Subsidiaries (whether or not shown on any Tax Return) have been timely paid. The unpaid Taxes of the Company and its Subsidiaries did not, as of the date of the Year To Date Financial Statements, exceed the reserve for Tax liability (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth on the face of the Year To Date Financial Statements (rather than in any notes thereto). Since the date of the Year To Date Financial Statements, the Company and its Subsidiaries have not incurred any material liability for Taxes outside the ordinary course of business or otherwise inconsistent with past custom and practice.

          (b) The Company and its Subsidiaries have duly and timely filed with the appropriate Tax authorities all federal income and other material Tax Returns that they were required to file or have obtained extensions for such filings, and all such Tax Returns are correct and complete in all material respects. No written claim has been made by a Governmental Authority in a jurisdiction where the Company or any of its Subsidiaries does not file Tax Returns that it is or may be subject to a material Tax by that jurisdiction.

          (c) The Company has delivered to Parent, or otherwise made available for inspection by Parent at the Company’s offices, complete and accurate copies of all federal income and other material Tax Returns of the Company and its Subsidiaries for taxable years remaining open under the applicable statute of limitations, including, promptly upon their availability, for the most recent taxable year, and complete and accurate copies of all audit or examination reports and statements of deficiencies assessed against or agreed to by the Company or its Subsidiaries with respect to Taxes of any type. No power of attorney (other than powers of attorney authorizing employees of the Company or its Subsidiaries to act on behalf of such entities) has been executed or filed with any Tax authority with respect to any Taxes of the Company or its Subsidiaries.

          (d) The Company and its Subsidiaries have withheld and paid or accrued, or consented to be withheld and paid or accrued, all material Taxes required to have been withheld and paid in connection with amounts paid to any employee, independent contractor, creditor, shareholder, or other third party.

          (e) There are no material Liens for Taxes on any of the assets of the Company or its Subsidiaries, other than Liens for Taxes not yet due and payable or that are being contested in good faith and for which appropriate reserves have been made on the Financial Statements in accordance with GAAP.

          (f) Neither the Company nor any of its Subsidiaries has received from any Governmental Authority any written notice of (i) pending or possible commencement of audits, assessments or other actions for or relating to any material liability in respect of Taxes or (ii) proposed adjustment, deficiency or underpayment of any material amount of Taxes, which notice has not been satisfied by payment, withdrawn or expired.

          (g) There are no written agreements for the extension of time for the assessment of any Taxes of the Company or its Subsidiaries.

          (h) Neither the Company nor any of its Subsidiaries is a party to or bound by any Tax sharing agreement, Tax allocation agreement, or Tax indemnity agreement.

          (i) Neither the Company nor any of its Subsidiaries: (i) has agreed or received written notice from the IRS that it is required to make any adjustment under Section 481(a) of the Code by reason of a change in accounting method or otherwise; or (ii) has elected at any time to be treated as an S corporation within the meaning of Sections 1361 and 1362 of the Code.

          (j) In the last two years, neither the Company nor any of its Subsidiaries has distributed the stock of another Person, or has had its stock distributed by another Person, in a transaction intended to qualify under Section 355 of the Code.

          (k) Neither the Company nor any of its Subsidiaries has ever been a member of an affiliated group within the meaning of Section 1504 of the Code (other than an affiliated group the common parent of which is the Company), and neither the Company nor any of its Subsidiaries has any liability for the Taxes of any Person (other than the Company and its Subsidiaries) under Treasury Regulations Section 1.1502-6 (or any similar provision of other applicable Tax Law), as a transferee or successor, by Contract, or otherwise.

          (l) Neither the Company nor any of its Subsidiaries has disclosed on a Tax Return that it has been a party to a transaction that is or is substantially similar to a “reportable transaction,” as such term is defined in Treasury Regulations Section 1.6011-4(b), or any other transaction requiring disclosure under any similar provision of other applicable Tax Law.

          (m) The Company is not, and has not been, a United States real property holding corporation (as defined in Section 897(c)(2) of the Code) during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

          (n) From and at all times since its inception, WB Holdings 1 LLC has been treated as an entity with a single owner that is disregarded as separate from its owner for U.S.

federal income tax purposes, and up to and including the Closing Date, WB Holdings 1 LLC will be treated as an entity with a single owner that is disregarded as separate from its owner for U.S. federal income tax purposes. No Form 8832 has ever been filed with respect to WB Holdings 1 LLC to treat WB Holdings 1 LLC as anything other than a disregarded entity for U.S. federal income tax purposes and, as of the Closing Date, no election to treat WB Holdings 1 LLC as anything other than a disregarded entity shall have been made.

          (o) Neither the Company nor any of its Subsidiaries (i) is or was a “surrogate foreign corporation” within the meaning of Section 7874(a)(2)(B) of the Code or is treated as a U.S. corporation under Section 7874(b) of the Code; or (ii) was created or organized both in the United States and in a foreign jurisdiction such that such entity would be taxable in the United States as a domestic entity pursuant to Treasury Regulations Section 301.7701-5(a).

          (p) All transfer pricing rules have been complied with in all material respects and all material documentation required by all relevant transfer pricing Laws have been timely prepared by the Company and its Subsidiaries.

      4.8 Financial Statements .

          (a) Financial Statements . The Company has previously provided to Parent copies of (i) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2009 and the related unaudited consolidated year to date statements of income and cash flows for the period then ended (the “ Year To Date Financial Statements ”), (ii) the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 2008 and December 31, 2007, and the related audited statements of income and cash flows for the fiscal years then ended (including, in each case, any notes thereto) (the “ Audited Financial Statements ” and, together with the Year To Date Financial Statements, the “ Financial Statements ”) and (iii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of July 31, 2009 and August 31, 2009 and the related unaudited consolidated monthly statements of income and cash flows for the periods then ended (the “ Monthly Financial Statements ”). Except as otherwise indicated in the Financial Statements or as set forth in Section 4.8(a) of the Company Disclosure Schedule, the Financial Statements were prepared in accordance with GAAP, applied on a consistent basis for the periods involved and present fairly, in all material respects, the consolidated financial condition of the Company and its Subsidiaries as of the dates thereof and the results of their operations and cash flows for the periods then ended, except that the Year T