ASSET PURCHASE AGRMT

Asset Purchase Agreement

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This Asset Purchase Agreement involves

RESOURCE AMERICA INC | DOLPHIN CAPITAL CORP | LEAF FINANCIAL CORPORATION | LEAF Funding, Inc | Lehman Brothers Bank

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Title: ASSET PURCHASE AGRMT
Governing Law: New York Date: 2/11/2008
Industry: Misc. Financial Services Law Firm: Weil Gotshal Sector: Financial

ASSET PURCHASE AGRMT, Parties: resource america inc , dolphin capital corp , leaf financial corporation , leaf funding inc , lehman brothers bank

ASSET PURCHASE AGREEMENT

BY AND AMONG

LEAF FINANCIAL CORPORATION,

LEAF FUNDING, INC.,

DOLPHIN CAPITAL CORP.

AND

LEHMAN BROTHERS BANK, FSB

Dated as of November 19, 2007

TABLE OF CONTENTS

			Page
ARTICLE I		DEFINITIONS	1
	1.1	Certain Definitions	1
	1.2	Terms Defined Elsewhere in this Agreement	9
	1.3	Other Definitional and Interpretive Matters	10
ARTICLE II		SALE AND PURCHASE OF ASSETS	11
	2.1	Sale and Purchase of Assets	11
	2.2	Assumed Liabilities	11
	2.3	Retained Assets	12
	2.4	Retained Liabilities	12
ARTICLE III		PURCHASE PRICE	12
	3.1	Purchase Price	12
	3.2	Payment of Purchase Price.	12
	3.3	Purchase Price Adjustment	12
ARTICLE IV		CLOSING AND TERMINATION	15
	4.1	Closing Date	15
	4.2	Termination of Agreement	15
	4.3	Procedure Upon Termination	16
	4.4	Effect of Termination	16
ARTICLE V		REPRESENTATIONS AND WARRANTIES OF THE COMPANY	16
	5.1	Organization and Good Standing	16
	5.2	Authorization of Agreement	17
	5.3	Conflicts; Consents of Third Parties	17
	5.4	Balance Sheets	18
	5.5	Financing Contracts	18
	5.6	Financial Statements	21
	5.7	Absence of Certain Developments	22
	5.8	Title	22
	5.9	Taxes	22
	5.10	Real Property	22

	5.11	Tangible Personal Property	23
	5.12	Intellectual Property	23
	5.13	Material Contracts	23
	5.14	Employees	24
	5.15	Labor	24
	5.16	Litigation	24
	5.17	Compliance with Laws; Permits	24
	5.18	Environmental Matters	25
	5.19	Financial Advisors	26
	5.20	Sufficiency of Assets, Excluded Assets	26
	5.21	Intentionally Deleted	26
	5.22	No Other Representations or Warranties; Schedules	26
ARTICLE VI		REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER	27
	6.1	Organization and Good Standing	27
	6.2	Authorization of Agreement	27
	6.3	Conflicts; Consents of Third Parties	27
	6.4	Litigation	28
	6.5	Financial Advisors	28
ARTICLE VII		REPRESENTATIONS AND WARRANTIES OF PURCHASER	28
	7.1	Organization and Good Standing	28
	7.2	Authorization of Agreement	28
	7.3	Conflicts; Consents of Third Parties	29
	7.4	Litigation	29
	7.5	Financial Advisors	29
	7.6	Financial Capability	29
	7.7	Condition of the Business	29
	7.8	Closing Date Balance Sheet	30
ARTICLE VIII		COVENANTS	30

iii

	8.1	Access to Information	30
	8.2	Conduct of the Business Pending the Closing	31
	8.3	Consents	32
	8.4	Regulatory Approvals	32
	8.5	Further Assurances	34
	8.6	Non-Competition; Non-Solicitation; Confidentiality, Etc	34
	8.7	Preservation of Records	35
	8.8	Publicity	35
	8.9	Use of Name	36
	8.10	Employment and Employee Benefits	36
	8.11	Disclosure Schedules; Supplementation and Amendment of Schedules	37
	8.12	Notification	37
	8.13	No Negotiation	37
	8.14	Commercially Reasonable Efforts	38
	8.15	Payment of Retained Liabilities	38
ARTICLE IX		CONDITIONS TO CLOSING	38
	9.1	Conditions Precedent to Obligations of Purchaser	38
	9.2	Conditions Precedent to Obligations of the Stockholder	39
	9.3	Frustration of Closing Conditions	40
ARTICLE X		INDEMNIFICATION	40
	10.1	Survival of Representations and Warranties	40
	10.2	Indemnification by Stockholder	41
	10.3	Indemnification by Purchaser	41
	10.4	Indemnification Procedures	42
	10.5	Certain Limitations on Indemnification.	43
	10.6	Calculation of Losses	44
	10.7	Tax Treatment of Indemnity Payments	44
	10.8	Exclusive Remedy	44
ARTICLE XI		MISCELLANEOUS	45

11.1	Tax Matters	45
11.2	Expenses	45
11.3	Submission to Jurisdiction; Consent to Service of Process	45
11.4	Entire Agreement; Amendments and Waivers	45
11.5	Governing Law	46
11.6	Notices	46
11.7	Severability	47
11.8	Binding Effect; Assignment	47
11.9	Non-Recourse	47
11.10	Counterparts	48

Schedules

Schedule 1.1(a)	Knowledge of the Company
Schedule 1.1(d)	Backlog Transactions
Schedule 1.1(g)	Other Assets
Schedule 1.1(h)	Fixed Assets
Schedule 1.1(i)	Employee Listing
Schedule 1.1(l)	Additional Contracts
Schedule 2.2	Assumed Liabilities
Schedule 2.3	Company Contracts
Schedule 3.1	Balance Sheet Format
Schedule 3.3(h)	Purchase Price Allocation
Schedule 5.3(a)	No Conflicts
Schedule 5.3(b)	Consents
Schedule 5.5(a)	Financing Contracts
Schedule 5.5(b)	Status of Certain Financing Contracts
Schedule 5.5(c)	Status of Certain Financing Contracts
Schedule 5.5(e)	Financing Contracts Sold With Recourse
Schedule 5.5(f)	Delinquent or Non-Accrual Financing Contracts
Schedule 5.5(g)	Governing Law
Schedule 5.5(n)	Delivery of Property
Schedule 5.5(o)	Title to Property
Schedule 5.5(q)	Defaults with Respect to Certain Financing Contracts
Schedule 5.5(t)	Final Payments
Schedule 5.5(u)	Payment Obligations
Schedule 5.6	Financial Statements
Schedule 5.7	Absence of Certain Changes
Schedule 5.8	Title
Schedule 5.9	Taxes
Schedule 5.10	Real Property
Schedule 5.11	Tangible Personal Property
Schedule 5.12	Intellectual Property
Schedule 5.13(a)	Material Contracts
Schedule 5.13(b)	Material Contracts in Default
Schedule 5.15(a)	Labor and Collective Bargaining Agreements
Schedule 5.15(b)	Labor
Schedule 5.16	Litigation
Schedule 5.18	Environmental Matters
Schedule 5.20	Excluded Assets
Schedule 7.3(a)	No Conflicts
Schedule 8.2	Conduct of Business Pending Closing
Schedule 8.3	Contracts to be Assigned
Schedule 9.2(d)	Consents, Waivers and Approvals
Exhibit A	Form of Legal Opinion

ASSET PURCHASE AGREEMENT

This ASSET PURCHASE AGREEMENT, (the “ Agreement ”), dated as of November 19, 2007, by and among LEAF Financial Corporation, a corporation existing under the laws of Delaware, and LEAF Funding, Inc., a corporation existing under the laws of Delaware (collectively, “ Purchaser ”), Dolphin Capital Corp., a Massachusetts corporation (the “ Company ”), and Lehman Brothers Bank, FSB (the “ Stockholder ”).

W I T N E S S E T H:

WHEREAS, the Stockholder owns all of the issued and outstanding shares of capital stock of the Company;

WHEREAS, the Company is engaged in the micro-ticket equipment leasing and financing business (the “ Business ”);

WHEREAS, the Company desires to sell to Purchaser, and Purchaser desires to purchase from the Company, certain of the assets of the Company relating to the Business for the purchase price and upon the terms and conditions hereinafter set forth;

WHEREAS, Purchaser has agreed to assume certain specific liabilities related to the Business; and

WHEREAS, certain terms used in this Agreement are defined in Section 1.1 ;

NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements hereinafter contained, the parties hereby agree as follows:

ARTICLE I

DEFINITIONS

1.1 Certain Definitions .

(a) For purposes of this Agreement, the following terms shall have the meanings specified in this Section 1.1 :

“ Affiliate ” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise.

“ Assets ” means collectively, all of Company’s:

(a) Financing Contracts;

(b) right, title and interest in the Portfolio Property, collateral, or Residual with respect to each Financing Contract;

(d) transactions that have been approved, but for which no Financing Contract has been finally executed (the “ Backlog ”) ( Schedule 1.1(d) sets forth the Backlog as of October 31, 2007 and shall be updated as of the Closing Date);

(e) rights of the Company under any existing customer agreement relating to any Financing Contract or the Backlog;

(f) intangible rights and property associated with the Business and the name “Dolphin Capital Corp.”, including but not limited to, Intellectual Property used in or related to the Business, going concern value, goodwill, telephone numbers, facsimile numbers, websites, email addresses, processes, trade dress, business and product names, logos, slogans, trade secrets, industrial models, designs, methodologies, technical information, and know-how relating to the origination and servicing of the Financing Contracts;

(g) rights of the Company in guaranties, reserve accounts, security deposits and other collateral posted by any Person in connection with the Business or the Assets;

(h) fixed assets, as set forth on Schedule 1.1(h) , including all real property described in Section 5.10 , located at the Moberly, Missouri office of the Company and any field sales person’s office, including all equipment, furniture, computer hardware and Software, Technology, improvements, fixtures and other tangible personal property owned by the Company in connection with the Business;

(i) books, records and other documents and information related to the Business or the Assets, including all customer, prospect, third party originator and distributor lists, sales literature, price lists, quotes and bids, promotional programs, product catalogs and brochures, inventory records, product data, purchase orders and invoices, sales orders and sales order log books, commission records, customer information, correspondence and all personnel records and other records of the Company related to its employees listed on Schedule 1.1(i) to the extent their transfer is permitted by law;

(j) insurance benefits, including rights and proceeds, arising from or relating to the Assets or Assumed Liabilities prior to the Closing Date, unless expended in accordance with this Agreement;

(k) claims of the Company against third parties relating to the Business or the Assets, whether choate or inchoate, known or unknown, contingent or noncontingent, including equipment warranties; and

(l) the additional contracts set forth on Schedule 1.1(l) .

“ Assumed Liabilities ” means (i) all liabilities as of the Closing Date which are set forth on Schedule 2.2 attached hereto as liabilities to be assumed by Purchaser, (ii) all liabilities for Taxes relating to the Assets for all taxable periods (or portions thereof) beginning after the Closing Date (determined in accordance with Section 11.1(b) ), and (iii) all liabilities and obligations of Purchaser under Section 8.10 . The Assumed Liabilities set forth on Schedule 2.2 as presented on the Closing Date Balance Sheet are the only liabilities being assumed by Purchaser pursuant to clause (i) of the preceding sentence, and any other liabilities (including any liabilities relating to the period prior to the Closing Date that relate to liabilities listed in Schedule 2.2 , but which were not presented in the Closing Date Balance Sheet) other than those set forth in clauses (ii) and (iii) of the preceding sentence, shall continue to be the responsibility of the Company.

“ Baseline Balance Sheet ” means the itemized balance sheet attached hereto on Schedule 3.1 .

“ Baseline Balance Sheet Date ” means September 30, 2007.

“ Business Day ” means any day of the year on which national banking institutions in New York are open to the public for conducting business and are not required or authorized to close.

“ Code ” means the Internal Revenue Code of 1986, as amended.

“ Company Benefit Plan ” means each material “employee benefit plan” (as defined in Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended) and any other material employee compensation or benefit plan or agreement, in each case, maintained by the Company.

“ Contract ” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, or license.

“ Customer ” means any lessee, obligor, third party originator, client, customer, vendor or supplier, as applicable, in connection with the Assets.

“ Environmental Law ” means any applicable Law currently in effect relating to the protection of the environment or natural resources, including the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.C. § 9601 et seq. ), the Hazardous Materials Transportation Act (49 U.S.C. App. § 1801 et seq. ), the Resource Conservation and Recovery Act (42 U.S.C. § 6901 et seq. ), the Clean Water Act (33 U.S.C. § 1251 et seq. ), the Clean Air Act (42 U.S.C. § 7401 et seq. ) the Toxic Substances Control Act (15 U.S.C. § 2601 et seq. ), and the Federal Insecticide,

Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ), as each has been amended and the regulations promulgated pursuant thereto.

“ Final Contractual Payment ” means a final payment which is a firm, mandatory payment made by the obligor under a Financing Contract, and which payment is not the Residual.

“ Financing Contract ” means any Contract (including any schedule or amendment thereto or assignment, assumption, renewal or novation thereof) in existence on the date hereof (and not included in the Retained Assets) and any ancillary agreements relating thereto, in the form of (a) a lease of or rental agreement with respect to Portfolio Property, or (b) a sale contract (including an installment sale contract or conditional sale agreement) arising out of the sale of Portfolio Property, or (c) a secured or unsecured financing of Portfolio Property, or (d) a secured or unsecured loan, and in each case, which with respect thereto: (i) the Company is the lessor, seller, lender, secured party or obligee (whether initially or as an assignee), or (ii) is between an obligor, on the one hand, and a lessor, seller, obligee, secured party or assignee of any of the foregoing, on the other hand, and (A) which would be a Financing Contract if the Company were the lessor, seller, obligee, secured party or assignee of any of the foregoing thereunder and (B) with respect to which the Company is an assignee of the revenues or claims with respect thereto.

“ Financing Statements ” means the financing statements covering all property subject to those Financing Contracts involving amounts over $25,000 necessary to duly perfect a first lien security interest therein.

“ GAAP ” means generally accepted accounting principles in the United States as of the date hereof consistently applied.

“ Governmental Body ” means any government or governmental or regulatory body thereof, or political subdivision thereof, whether federal, state, local or foreign, or any agency, instrumentality or authority thereof, or any court or arbitrator (public or private).

“ Hazardous Material ” means any substance, material or waste which is regulated or defined as a “hazardous waste,” “hazardous substance,” “hazardous material,” “restricted hazardous waste,” “contaminant,” “pollutant,” “toxic waste” or “toxic substance” under any provision of any Environmental Law including petroleum and its by-products and asbestos.

“ HSR Act ” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended and the rules and regulations promulgated thereunder.

“ Indebtedness ” of any Person means, without duplication, (i) the principal of, and accreted value and accrued and unpaid interest in respect of (A) indebtedness of such Person for money borrowed and (B) 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 obligations of such Person and all obligations of such Person under any title retention agreement (but excluding trade accounts payable and other accrued current liabilities); (iii) all obligations of the type referred to in clauses (i) and (ii) of any Persons the payment of which such Person is responsible or liable, directly or indirectly, as obligor, guarantor, surety or otherwise; and (iv) all obligations of the type referred to in clauses (i) through (iii) of other Persons secured by any Lien on any property or asset of such Person (whether or not such obligation is assumed by such Person).

“ Independent Accounting Firm Guidelines ” means an accounting firm that is an eligible accountant for the purposes of Securities and Exchange Commission rules and regulations.

“ Intellectual Property ” means all intellectual property rights used by the Company arising from or in respect of the following: (i) all patents and applications therefor, including continuations, divisionals, continuations-in-part, or reissues of patent applications and patents issuing thereon (collectively, “ Patents ”), (ii) all trademarks, service marks, trade names, service names, brand names, trade dress rights, logos, Internet domain names and corporate names, together with the goodwill associated with any of the foregoing, and all applications, registrations and renewals thereof, (collectively, “ Marks ”), (iii) copyrights and registrations and applications therefor, works of authorship and mask work rights (collectively, “ Copyrights ”) and (iv) all Software and Technology of the Company.

“ IRS ” means the United States Internal Revenue Service and, to the extent relevant, the United States Department of Treasury.

“ Knowledge of the Company ” means the actual knowledge of those Persons identified on Schedule 1.1 (a) , which persons shall have made due inquiries of their direct reports.

“ Law ” means any foreign, federal, state, local law, common law, statute, code, ordinance, rule or regulation including any stock exchange regulation.

“ Legal Proceeding ” means any judicial, administrative or arbitral actions, suits or proceedings (public or private) by or before a Governmental Body.

“ Liability ” means any debt, liability or obligation (whether direct or indirect, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, or due or to become due) and including all costs and expenses relating thereto.

“ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement, servitude or transfer restriction.

“ Material Adverse Effect ” means a material adverse effect on (i) the business, assets, properties, results of operations or financial condition of the Company or (ii) the ability of the Company to consummate the transactions contemplated by this Agreement, other than an effect resulting from an Excluded Matter. “ Excluded Matter ” means any one or more of the following: (i) changes in conditions in the U.S. or global economy or capital or financial markets generally except to the extent that such change has a materially disproportionate impact on the industry in which the Company operates or the Business as compared to other similarly situated companies in the same industry; (ii) the effect of any change arising in connection with earthquakes, hurricanes or other natural disasters, hostilities, acts of war, sabotage or terrorism or military actions or any escalation or material worsening of any such hostilities, acts of war, sabotage or terrorism or military actions existing or underway as of the date hereof; (iii) the effect of any action taken by Purchaser or its Affiliates with respect to the transactions contemplated hereby or with respect to the Business; (iv) the failure of the Company to meet any of its internal projections; and (v) any effect resulting from the public announcement of this Agreement, compliance with terms of this Agreement or the consummation of the transactions contemplated by this Agreement.

“ Non-Accrual Financing Contracts ” means any Financing Contract that is either (i) 120 days or more delinquent or (ii) classified by the Company as a delinquent or non-performing Finance Contract.

“ Order ” means any order, injunction, judgment, decree, ruling, writ, assessment or arbitration award of a Governmental Body.

“ Ordinary Course of Business ” means the ordinary and usual course of normal day-to-day operations of the Company, substantially in accordance with past practice.

“ Permits ” means any approvals, authorizations, consents, licenses, permits or certificates of a Governmental Body.

“ Permitted Exceptions ” means (i) all defects, exceptions, restrictions, easements, rights of way and encumbrances with respect to real property or interests therein disclosed in policies of title insurance delivered to Purchaser; (ii) statutory liens for current Taxes, assessments or other governmental charges not yet delinquent or the amount or validity of which is being contested in good faith by appropriate proceedings; (iii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business; (iv) zoning, entitlement and other land use and environmental regulations by any Governmental Body; (v) title of a lessor under a capital or operating lease; and (vi) such other imperfections in title, charges, easements, restrictions and encumbrances which would not, individually or in the aggregate, result in a Material Adverse Effect.

“ Person ” means any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, unincorporated organization, Governmental Body or other entity.

“ Portfolio Property ” means any asset with respect to which the Company is the lessor, seller or secured party, as the case may be, pursuant to the terms of a Financing Contract (whether initially or as an assignee) or any such asset which is held by the Company.

“ Record Date ” means the date six (6) Business Days prior to the Closing Date.

“ Record Date Balance Sheet ” means the itemized balance sheet of the Company as of the Record Date prepared in accordance with GAAP and in the format set forth on Schedule 3.1 .

“ Release ” means any release, spill, emission, leaking, pumping, pouring, dumping, emptying, injection, deposit, disposal, discharge, dispersal, migration or leaching into the environment.

“ Remedial Action ” means all actions required under Environmental Laws to (i) clean up, remove, treat or address any Hazardous Material in the environment at levels exceeding those allowed by applicable Environmental Laws, including pre-remedial studies and investigations or post-remedial monitoring and care.

“ Residual ” means, with respect to any item of Portfolio Property, its estimated value upon expiration of the Financing Contract to which it is subject, as determined by the Company and established on its books and records at the inception of such Financing Contract.

“ Retained Assets ” means the following assets of the Company which are not part of the sale and purchase contemplated hereunder, and are excluded from the Assets and shall remain the property of the Company after the Closing:

(a) all cash, cash equivalents and short-term investments;

(b) all minute books, stock records and corporate seals;

(d) all personnel records and other records that the Company is required by law to retain in its possession;

(e) all rights in connection with and assets of the Company Benefit Plans;

(f) all Tax Returns of the Company and any claim, right or interest in or to any refund, rebate, abatement or other recovery for Taxes relating to all taxable periods (or portions thereof) ending on or before the Closing Date (as determined in accordance with Section 11.1(b) ), together with any interest due thereon or penalty rebate arising therefrom; and

(g) all such other assets set forth on Schedule 1.1(g) .

“ Retained Liabilities ” means any other Liabilities or Indebtedness of the Company whatsoever not included in the Assumed Liabilities.

“ Securities Laws ” means the Securities Act of 1933 and the Securities Exchange Act of 1934, each as amended.

“ Software ” means any and all (i) computer programs, including any and all software implementations of algorithms, models and methodologies, whether in source code or object code, and (ii) databases and compilations, including any and all data and collections of data, whether machine readable or otherwise.

“ Subsidiary ” means, in respect of any Person, any Person in which such first Person, directly or indirectly, beneficially owns more than 50% of either the equity interest in, or the voting control of, such Person, whether or not existing on the date hereof.

“ Tax” or “ Taxes ” means (i) all federal, state, local or foreign taxes, charges, fees, imposts, levies or other assessments, including all net income, gross receipts, capital, sales, use, ad valorem, value added, transfer, franchise, profits, inventory, capital stock, license, withholding, payroll, employment, social security, unemployment, excise, severance, stamp, occupation, property and estimated taxes, customs duties, fees, assessments and charges of any kind whatsoever, and (ii) all interest, penalties, fines, additions to tax or additional amounts imposed by any Taxing Authority in connection with any item described in clause (i).

“ Taxing Authority ” means the IRS and any other Governmental Body responsible for the administration of any Tax.

“ Tax Return ” means any return, report or statement required to be filed with respect to any Tax (including any attachments thereto, and any amendment thereof), including any information return, claim for refund, amended return or declaration of estimated Tax, and including, where permitted or required, combined, consolidated or unitary returns for any group of entities that includes the Company or any Affiliates.

“ Technology ” means, collectively, all information, designs, formulae, algorithms, procedures, methods, techniques, ideas, know-how, research and development, technical data, programs, subroutines, tools, materials, specifications, processes, inventions (whether patentable or unpatentable and whether or not reduced to practice), apparatus, creations, improvements, works of authorship and other similar materials, and all recordings, graphs, drawings, reports, analyses, and other writings, and other tangible embodiments of the foregoing, in any form whether or not specifically listed herein, and all related technology, that are used in, incorporated in, embodied in, displayed by or relate to, or are used by the Company.

“ Threat of Release ” means a reasonable likelihood of a Release that may require action in order to prevent or mitigate damage to the environment that may result from such Release.

1.2 Terms Defined Elsewhere in this Agreement . For purposes of this Agreement, the following terms have meanings set forth in the sections indicated:

Term		Section
Agreement		Recitals
Antitrust Laws		8.4(b)
Asset Acquisition Statement		3.3(h)
Balance Sheet		5.6
Balance Sheet Date		5.6
Cap		10.5(a)
Claim		8.7(c)
Closing		4.1
Closing Date		4.1
Closing Date Balance Sheet		3.3(b)
Closing Date Purchase Price Adjustment		3.2
Common Stock		5.4(a)
Company		Recitals
Company Documents		5.2
Company Property		5.10
Company Properties		5.10
Confidentiality Agreement		8.6(a)
Continuing Employees		8.12(a)
Copyrights		1.1 (in Intellectual Property definition)
Environmental Permits		5.18(a)
Estimated Closing Statement		3.3(a)
Excluded Matter		1.1 (in definition of Material Adverse Effect)
Final Purchase Price Adjustment		3.3(b)
Financial Statements		5.6
Indemnification Claim		10.4(b)
Indemnitees		8.7(a)
Independent Accountant		3.3(d)
Loss		10.2(a)
Losses		10.2(a)

Marks		1.1 (in Intellectual Property definition)
Material Contracts		5.13(a)
Old Plans		8.12(b)(ii)
Owned Property		5.10
Owned Properties		5.10
Patents		1.1 (in Intellectual Property definition)
Personal Property Leases		5.11
Purchase Price		3.1
Purchase Price Adjustment		3.3(b)
Purchaser		Recitals
Purchaser Documents		7.2
Purchaser Indemnified Parties		10.2(a)

Term		Section
Purchaser Plans		8.12(b)(ii)
Real Property Lease		5.10
Reference Date		3.3(a)
Reference Statement		3.3(a)
Restricted Business		8.6
Revised Statement		3.3(h)
Seller Indemnified Parties		10.3(a)
Seller Marks		8.10
Stockholder		Recitals
Stockholder Documents		6.2
Survival Period		10.1

1.3 Other Definitional and Interpretive Matters .

(a) Unless otherwise expressly provided, for purposes of this Agreement, the following rules of interpretation shall apply:

Calculation of Time Period . When calculating the period of time before which, within which or following which any act is to be done or step taken pursuant to this Agreement, the date that is the reference date in calculating such period shall be excluded. If the last day of such period is a non-Business Day, the period in question shall end on the next succeeding Business Day.

Dollars . Any reference in this Agreement to $ shall mean U.S. dollars.

Exhibits/Schedules .

(b) The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All Exhibits and Schedules annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. Any matter or item disclosed on one Schedule shall be deemed to have been disclosed on each other Schedule. Disclosure of any item on any Schedule shall not constitute an admission or indication that such item or matter is material or would have a Material Adverse Effect. No disclosure on a Schedule relating to a possible breach or violation of any Contract, Law or Order shall be construed as an admission or indication that breach or violation exists or has actually occurred. Any capitalized terms used in any Schedule or Exhibit but not otherwise defined therein shall be defined as set forth in this Agreement.

(c) Notwithstanding paragraph (a) above and Section 4.2(d) , the parties agree that the any updates to the Schedules between the date hereof and Closing shall be taken into account in determining Purchase Price under Section 3.3 in accordance with normal Company policy.

Gender and Number . Any reference in this Agreement to gender shall include all genders, and words imparting the singular number only shall include the plural and vice versa.

Headings . The provision of a Table of Contents, the division of this Agreement into Articles, Sections and other subdivisions and the insertion of headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting this Agreement. All references in this Agreement to any “Section” are to the corresponding Section of this Agreement unless otherwise specified.

Herein . The words such as “ herein ,” “ hereinafter ,” “ hereof ,” and “ hereunder ” refer to this Agreement as a whole and not merely to a subdivision in which such words appear unless the context otherwise requires.

Including . The word “ including ” or any variation thereof means (unless the context of its usage otherwise requires) “ including, without limitation ” and shall not be construed to limit any general statement that it follows to the specific or similar items or matters immediately following it.

Reflected On or Set Forth In . An item arising with respect to a specific representation or warranty shall be deemed to be “ reflected on ” or “ set forth in ” a balance sheet or financial statements, to the extent any such phrase appears in such representation or warranty, if (a) there is a reserve, accrual or other similar item underlying a number on such balance sheet or financial statements that related to the subject matter of such representation, (b) such item is otherwise specifically set forth on the balance sheet or financial statements or (c) such item is reflected on the balance sheet or financial statements and is specifically set forth in the notes thereto.

(b) The parties hereto have participated jointly in the negotiation and drafting of this Agreement and, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as jointly drafted by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

ARTICLE II

SALE AND PURCHASE OF ASSETS

2.1 Sale and Purchase of Assets . Upon the terms and subject to the conditions contained herein, on the Closing Date, the Company agrees to sell to Purchaser, and Purchaser agrees to purchase from the Company, the Assets. Any other assets of the Company not included in the definition of Assets, including the Retained Assets, shall remain the property of the Company.

2.2 Assumed Liabilities . Upon the terms and subject to the conditions contained herein, on the Closing Date, Purchaser agrees to pay, perform, discharge or otherwise satisfy in accordance with their respective terms, all of the Assumed Liabilities.

2.3 Retained Assets . The Company shall retain, and Purchaser is not acquiring, the Retained Assets.

2.4 Retained Liabilities . Except as otherwise provided in this Agreement, Purchaser will not assume or be responsible for any, and the Company and/or the Stockholder shall remain liable and responsible for, all Retained Liabilities.

ARTICLE III

PURCHASE PRICE

3.1 Purchase Price . Subject to adjustment as provided in Section 3.3 , the purchase price payable by Purchaser for the Assets (the “ Purchase Price ”) shall be an amount equal to (i) the book value of the Assets as of the Record Date, plus (ii) a business premium of $250,000, reduced by (iii) the amount of the Assumed Liabilities as of the Record Date, (to the extent not taken into account in clause (i)); provided , however, that such amount shall be increased or decreased pursuant to Sections 3.2 and 3.3 below. Notwithstanding anything to the contrary in this Agreement, in no event shall the Purchase Price be increased for any reason other than an increase in the value of the Financing Contracts between the Baseline Balance Sheet Date and the Closing Date. By way of example, the Purchase Price on September 30, 2007 would have been $166,805,471, as set forth on the Baseline Balance Sheet.

3.2 Payment of Purchase Price . On the Closing Date, Purchaser shall pay to Company the Purchase Price. Each balance sheet prepared pursuant to any provision of Article 3 shall conform to the format set forth in Schedule 3.1 , in which balance sheet items are classified as Assets, Assumed Liabilities, Retained Assets or Retained Liabilities, as the case may be.

3.3 Purchase Price Adjustment .

(a) As promptly as practicable, but no later than four (4) Business Days prior to Closing, the Company shall deliver to Purchaser the Record Date Balance Sheet together with the Company’s calculation of the Closing Date Purchase Price Adjustment.

(b) As promptly as practicable, but no later than thirty (30) days after the Closing Date, Purchaser shall cause to be prepared and delivered to Stockholder a balance sheet (the “ Closing Date Balance Sheet ”) and a certificate based on such Closing Date Balance Sheet setting forth Purchaser’s calculation of the changes in the net value of the Assets and Liabilities for the balance sheet categories specified in Schedule 3.1 (but not for any other balance sheet categories) between the Baseline Balance Sheet Date and the Closing Date (the “ Final Purchase Price Adjustment ”).

(c) If Stockholder disagrees with Purchaser’s calculation of the Final Purchase Price Adjustment delivered pursuant to Section 3.3(b) , Stockholder may, within 15 days after delivery of the Closing Date Balance Sheet, deliver a notice to Purchaser stating that Stockholder disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Stockholder disagrees and the basis therefor. Stockholder shall be deemed to have agreed with all other items and amounts contained in the Closing Date Balance Sheet and the calculation of the Final Purchase Price Adjustment delivered pursuant to Section 3.3(b) .

(d) If a notice of disagreement shall be duly delivered pursuant to Section 3.3(c) , Stockholder and Purchaser shall, during the 15 days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Final Purchase Price Adjustment. If during such period, Stockholder and Purchaser are unable to reach such agreement, they shall promptly thereafter cause an independent accounting firm meeting the Independent Accounting Firm Guidelines (the “ Independent Accountant ”) (or if Stockholder and Purchaser are unable to agree upon such a firm within ten (10) Business Days after the notice of disagreement is received, then within an additional ten (10) Business Days, Stockholder and Purchaser shall each select one such firm and those two firms shall select a third such firm, in which event “Independent Accountant” shall mean such third firm), to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Purchase Price Adjustment (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Each of Purchaser and Stockholder agree that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Closing Balance Sheet and the Final Purchase Price Adjustment have been finally determined pursuant to this Section 3.3 . Each party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and Stockholder shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making such calculation, the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet and Purchaser’s calculation of the Final Purchase Price Adjustment as to which Stockholder has disagreed in its notice of disagreement duly delivered pursuant to Section 3.3(c) . The Independent Accountant shall deliver to Stockholder and Purchaser, as promptly as practicable (but in any case no later than 30 days from the date of engagement of the Independent Accountant), a report setting forth such calculation. Such report shall be final and binding upon Stockholder and Purchaser, shall be deemed a final arbitration award that is binding on Purchaser and Stockholder, and neither Purchaser nor Stockholder shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any court of competent jurisdiction. The Independent Accountant will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant awards $600 in favor of Stockholder’s position, 60% of the costs of its review would be borne by Purchaser and 40% of the costs would be borne by Stockholder.

(e) Stockholder, Purchaser and the Company shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Balance Sheet and the calculation of the Final Purchase Price Adjustment and in the conduct of the review referred to in this Section 3.3 , including the making available to the extent necessary of books, records, work papers and personnel.

(f) If the amount to be paid to Stockholder as a result of the Final Purchase Price Adjustment exceeds the amount to be paid to Stockholder as a result of the Closing Date Purchase Price Adjustment, Purchaser shall pay to Stockholder, in the manner and with interest as provided in Section 3.3(g) , the amount of such excess and, if the amount to be paid to Stockholder as a result of Final Purchase Price Adjustment is less than the amount to be paid to Stockholder as a result of the Closing Date Purchase Price Adjustment, Stockholder shall pay to Purchaser, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 3.3(g) , the amount of such shortfall. The Final Purchase Price Adjustment shall be computed (i) as shown in Purchaser’s calculation delivered pursuant to Section 3.3(b) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3(c) ; or (ii) if such a notice of disagreement is delivered, (A) as agreed by Stockholder and Purchaser pursuant to Section 3.3(d) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.3(d) ; provided , however , that in no event shall Final Purchase Price Adjustment be more than Purchaser’s calculation of Final Purchase Price Adjustment delivered pursuant to Section 3.3(b) or less than Stockholder’s calculation of Closing Date Purchase Price Adjustment delivered pursuant to Section 3.3(c) .

(g) Any payment pursuant to Section 3.3(e) shall be made at a mutually convenient time and place within five (5) Business Days after Final Purchase Price Adjustment has been determined by wire transfer by Purchaser or Stockholder, as the case may be, of immediately available funds to the account of such other party as may be designated in writing by such other party. The amount of any payment to be made pursuant to this Section 3.3 shall bear interest from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the rate of interest published from time to time by The Wall Street Journal, Eastern Edition, as the “prime rate” at large U.S. money center banks during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment to which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.

(h) The Company and Purchaser shall allocate the Purchase Price and any Assumed Liabilities required to be taken into account for income tax purposes among the Assets and the covenants in Section 8.6 as reflected on Schedule 3.3(h) as such Schedule will be updated as of Closing and, in accordance with such allocation, the Company shall prepare and deliver to Purchaser copies of Form 8594 and any required exhibits thereto (the “ Asset Acquisition Statement ”). The Asset Acquisition Statement shall be prepared in accordance with Section 1060 of the Code and the treasury regulations promulgated thereunder. The Company shall prepare and deliver to Purchaser from time to time revised copies of the Asset Acquisition Statement (the “ Revised Statements ”) so as to report any matters on the Asset Acquisition Statement that need updating (including purchase price adjustments, if any) consistent with the agreed upon allocation. Purchase Price (plus the Assumed Liabilities, as applicable) shall be allocated in accordance with the Asset Acquisition Statement or, if

applicable, the last Revised Statements, provided by the Company to Purchaser, and all income Tax Returns and reports filed by Purchaser and the Company shall be prepared consistently with such allocation. Neither Purchaser nor the Company shall, nor shall they permit their respective Affiliates to, take any position inconsistent with the Asset Acquisition Statement or the then-applicable Revised Statements.

ARTICLE IV

CLOSING AND TERMINATION

4.1 Closing Date . The closing of the sale and purchase of the Assets provided for in Section 2.1 hereof (the “ Closing ”) shall take place at the offices of Weil, Gotshal & Manges LLP located at 767 Fifth Avenue, New York, New York, 10153 at 10:00 a.m. (New York City time) on a date to be specified by the parties (the “ Closing Date ”), which date shall be no later than the tenth Business Day after the satisfaction or waiver of the conditions set forth in Article IX (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of those conditions at such time), unless (i) the Company elects to have the Closing take place on the last Business Day of the month during which such conditions shall have been satisfied or waived, or (ii) the time, date or place is otherwise agreed to in writing by the parties hereto. Notwithstanding the foregoing, the parties shall use reasonable best efforts to effectuate the Closing on or before November 30, 2007.

4.2 Termination of Agreement . This Agreement may be terminated prior to the Closing as follows:

(a) At the election of the Company or Purchaser on or after February 29, 2008, (such date, as it may be extended under clause (A) of this Section 4.2(a) , the “ Termination Date ”), if the Closing shall not have occurred by the close of business on such date, provided that the terminating party is not in breach in any material respect of any of its obligations hereunder;

(b) by mutual written consent of the Company and Purchaser;

(c) by the Company or Purchaser if there shall be in effect a final nonappealable Order of a Governmental Body of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated hereby; it being agreed that subject to the last sentence of Section 7.3(b) hereof, the parties hereto shall promptly appeal any adverse determination which is not nonappealable (and pursue such appeal with reasonable diligence); provided , however , that the right to terminate this Agreement under this Section 4.2(c) shall not be available to a party if such Order was primarily due to the failure of such party to perform any of its obligations under this Agreement; or

(d) by Purchaser if there has been an event, change, occurrence or circumstance individually or in the aggregate with any such events, changes, occurrences or circumstances that have had a Material Adverse Effect.

4.3 Procedure Upon Termination . In the event of termination and abandonment by Purchaser or the Company, or both, pursuant to Section 4.2 hereof, written notice thereof shall forthwith be given to the other party or parties, and this Agreement shall terminate, and the purchase of the Assets hereunder shall be abandoned, without further action by Purchaser or the Company.

4.4 Effect of Termination . a) In the event that this Agreement is validly terminated in accordance with Section 4.2 and 4.3 , then each of the parties shall be relieved of their duties and obligations arising under this Agreement after the date of such termination and such termination shall be without liability to Purchaser, the Company or the Stockholder; provided , that no such termination shall relieve any party hereto from liability for any willful breach of this Agreement and, provided , further , that the obligations of the parties set forth in Articles X and XI hereof shall survive any such termination and shall be enforceable hereunder.

(b) Nothing in this Section 4.4 shall relieve the Company, the Stockholder or Purchaser of any liability for a breach of any of its covenants or agreements or willful breach of its representations and warranties contained in this Agreement prior to the date of termination. The damages recoverable by the non-breaching party shall include all attorneys’ fees reasonably incurred by such party in connection with the transactions contemplated hereby.

(c) The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this Section 4.4 shall relieve the Stockholder or Purchaser of their obligations under the Confidentiality Agreement. If this Agreement is terminated in accordance with Sections 4.2 and 4.3 , Purchaser agrees that the prohibition in the Confidentiality Agreement restricting Purchaser’s ability to (i) solicit any employee of the Company to join the employ of Purchaser or any if its Affiliates, or (ii) actually employ any employee of the Company, shall be extended to a period of one year from the date of this Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company hereby represents and warrants to Purchaser that:

5.1 Organization and Good Standing . The Company is a corporation duly organized, validly existing and in good standing under the laws of the Commonwealth of Massachusetts and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. The Company is duly qualified or authorized to do business and is in good standing under the laws of each jurisdiction in which it owns or leases real property and each other

jurisdiction in which the conduct of its business or the ownership of its properties requires such qualification or authorization, except where the failure to be so qualified, authorized or in good standing would not have a Material Adverse Effect.

5.2 Authorization of Agreement . The Company has all requisite power and authority to execute and deliver this Agreement and each other agreement, document, or instrument or certificate contemplated to be executed by the Company in connection with the consummation of the transactions contemplated by this Agreement (together with this Agreement, the “ Company Documents ”), and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Documents and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of the Company. This Agreement has been, and each of the Company Documents will be at or prior to the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto) the Company Documents constitute the legal, valid and binding obligations of the Company, enforceable against it in accordance with their terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity).

5.3 Conflicts; Consents of Third Parties .

(a) Except as set forth on Schedule 5.3(a) , none of the execution and delivery by the Company of this Agreement or the Company Documents, the consummation of the transactions contemplated hereby or thereby, or compliance by the Company with any of the provisions hereof or thereof will conflict with, or result in any violation of or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination or cancellation under, any provision of (i) the certificate of incorporation and by-laws of the Company; (ii) any Contract, or Permit to which the Company is a party or by which any of the properties or assets of the Company are bound; (iii) any Order of any Governmental Body applicable to the Company or by which any of the properties or assets of the Company are bound; or (iv) any applicable Law, other than, in the case of clauses (ii), (iii) and (iv), such conflicts, violations, defaults, terminations or cancellations, that would not have a Material Adverse Effect.

(b) Except as set forth on Schedule 5.3(b) , no consent, waiver, approval, Order, Permit or authorization of, or declaration or filing with, or notification to, any Person or Governmental Body is required on the part of the Company in connection with the execution and delivery of this Agreement or the Company Documents or the compliance by the Company with any of the provisions hereof or thereof, or the consummation of the transactions contemplated hereby or thereby, or the transfer of any Asset to Purchaser except for (i) compliance with the requirements of the HSR Act, if applicable, and (ii) such other consents, waivers, approvals, Orders, Permits or authorizations the failure of which to obtain would not have a Material Adverse Effect.

5.4 Balance Sheets . The Company has prepared the Baseline Balance Sheet, and will prepare the Record Date Balance Sheet, in accordance in all material respects with GAAP. The Baseline Balance Sheet fairly presents, and the Record Date Balance Sheet will fairly present, the financial position of the Company in all material respects as of the Baseline Balance Sheet Date and the Record Date respectively.

5.5 Financing Contracts .

(a) The Company has previously made available to Purchaser a complete and accurate list of all Financing Contracts held by the Company as of the date shown on the Schedule. Schedule 5.5(a) sets forth all of the Financing Contracts as of such date and will be updated as of the Closing Date.

(b) Except as set forth Schedule 5.5(b) , as such Schedule will be updated as of the Closing Date, to the Knowledge of the Company, each Financing Contract (i) is valid, binding and enforceable by the Company against the lessee, obligor or borrower thereunder in accordance with its written terms, except as may be limited by any bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or similar Law affecting creditors’ rights and remedies generally and, with respect to the enforceability of any Financing Contract by general principles of equity, including principles of commercial reasonableness, good faith and fair dealing, and (ii) constitutes and arose out of a bona fide business transaction entered into in the ordinary and usual course of business of the Company consistent with its past practices.

(c) Except as set forth in Schedule 5.5(c), as such Schedule will be updated as of the Closing Date, (i) each Financing Contract is, or will be at the Closing Date, in full force and effect, free and clear of Liens other than Permitted Exceptions, and not subject to any defense, offset, claim, right of rescission or counterclaim by the obligor under such Financing Contract, or any Person claiming under any such right (subject to applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer and other Laws relating to or affecting creditors’ rights generally, to general equitable principles and to the Servicemembers Civil Relief Act); (ii) the Company is not in material breach of or default under any Financing Contract, except as set forth in Schedule 5.5(c) , no other party is in payment breach thereof of more than sixty (60) days or material default thereunder and to the Knowledge of the Company, and no other event has occurred which, with notice and/or lapse of time, would constitute a default by the Company or any other party thereunder; (iii) the Company shall be the owner and holder of all right, title and interest in each Financing Contract; (iv) no obligor under any Financing Contract (A) has acquired any Portfolio Property, any interest in any Portfolio Property or the use of any Portfolio Property pursuant to such Financing Contract for personal, family or household use or for agricultural purposes or (B) is a director, executive officer or five percent or greater shareholder of the Company, or to the Knowledge of the Company, any Person, corporation or enterprise controlling, controlled by or under common control with any of the foregoing; (v) the Company has in its possession a fully executed original or copy of any lease or note (and an executed original or a true and correct copy of all other documents) comprising each Financing Contract and all other documents required by the Company’s credit or investment approval with respect to each Financing

Contract; (vi) the Company has in its possession documentation sufficient to establish the original cost or value (as used by the Company) of all Portfolio Property for purposes of determining personal property Tax Liability; (vii) except with respect to private label arrangements, all payments pursuant to each Financing Contract are made for the benefit of the Company; (viii) the Company has approved credit applications and otherwise entered into commitments with respect to Financing Contracts in a manner consistent in all material respects with the Company’s credit policies, collateral eligibility standards and credit quality classifications in effect at the time and otherwise complied in all material respects with standards of evaluating originating, underwriting and funding new businesses which are in all material respects consistent with its past practices; and (ix) the Company is not and is not committed to become a party to any contract with respect to the Residual as to any Portfolio Property.

(d) Each Financing Contract, now held or at any time previously held by the Company (whether or not currently held by the Company and whether or not outstanding), has been administered and serviced (if serviced by the Company), and the relevant Financing Contrac

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