EXHIBIT 10.1 ASSET PURCHASE AGREEMENT

EXHIBIT 10.1

EXECUTION COPY

ASSET PURCHASE AGREEMENT

between

SKYTEL CORP.

and

BELL INDUSTRIES, INC.

Dated as of November 10, 2006

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Exhibits

ASSET PURCHASE AGREEMENT

          This ASSET PURCHASE AGREEMENT (the “ Agreement ”), dated as of November 10, 2006, is between SKYTEL CORP. , a Delaware corporation (“ Seller ”), and BELL INDUSTRIES, INC. , a California corporation (“ Purchaser ”).

          W I T N E S S E T H:

           WHEREAS , Seller presently conducts the Business (as hereinafter defined);

           WHEREAS , Seller desires to sell, transfer and assign to Purchaser, and Purchaser desires to acquire substantially all of Seller’s assets, properties, rights, and interests used in or relating to the Business for the Purchase Price (as hereinafter defined) and the assumption by Purchaser of certain specified liabilities relating to the Business, all as more specifically provided herein; and

           WHEREAS , as a further condition and inducement to Purchaser to enter into this Agreement, Seller and Purchaser will enter into various transition services agreements, substantially in the forms attached hereto as Exhibits E , F and G pursuant to which Seller will provide to Purchaser certain transitional services, subject to the terms and conditions specified therein; 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 .

          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.

          “ Assigned Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Assigned Marks ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Assigned Patents ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Assigned Software ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Business ” means the business of Seller, consisting of the wireless data and messaging services provided by Seller within the United States.

          “ Bankruptcy Code ” means title 11 of the United States Code, 11 U.S.C. § 101 et seq .

          “ 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.

          “ Business Non-Statutory Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Business Statutory Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ COBRA ” means the Consolidated Omnibus Budget Reconciliation Act of 1985.

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

          “ Contract ” means any written contract, agreement, indenture, note, bond, mortgage, loan, instrument, lease, license, binding commitment, or other arrangement, whether written or oral, including but not limited to distribution and sales representative agreements, and other agreements (including any amendments and other modifications thereto).

          “ Deferred Compensation Plan ” means the Mobile Telecommunication Technologies Corp. (Mtel) Deferred Compensation Plan.

          “ Documents ” means all files, documents, instruments, papers, books, reports, records, tapes, microfilms, photographs, letters, budgets, forecasts, ledgers, journals, title policies, customer and supplier lists, regulatory filings, operating data and plans, technical documentation (design specifications, functional requirements, operating instructions, logic manuals, flow charts, etc.), user documentation (installation guides, user manuals, training materials, release notes, working papers, etc.), marketing documentation (sales brochures, flyers, pamphlets, web pages, etc.), and other similar

materials related primarily to the Business and the Purchased Assets in each case whether or not in electronic form; provided that “ Documents ” shall not include duplicate copies of such Documents retained by Seller or its Affiliates subject to the obligations relating to the use and disclosure thereof set forth in this Agreement.

          “ Employee ” means, as of any applicable date, all individuals who are employed by Seller as common law employees in connection with the Business, including all active full-time and part-time employees, employees on vacation or approved personal leave, workers’ compensation, military leave with reemployment rights under federal Law, maternity leave, leave under the Family and Medical Leave Act of 1993, short-term disability, long-term disability, and employees on other approved leaves of absence with a legal or contractual right to reinstatement.

          “ Environmental Claim ” means any allegation, notice of violation, action, suit, claim, Lien, demand, abatement or other Order or direction (conditional or otherwise) by reason of statute, common law, or contract, in law or equity, by any Governmental Body or by any other Person for personal injury (including sickness, disease or death), real, personal, tangible or intangible property damage, consequential damage, stigma, loss of value, damage to the environment (including but not limited to air, soil, water, or natural resources), nuisance, trespass, pollution, contamination or other adverse effects on the environment, or for fines, penalties, injunctions, or restrictions resulting from or based upon (a) the existence, or the continuation of the existence, of a Release or threatened Release (including, without limitation, sudden or non-sudden accidental or nonaccidental releases) of, or exposure or threatened exposure to, any Hazardous Material or other substance, chemical, material, pollutant, contaminant, odor, audible noise, or other Release in, into or onto the environment (including, without limitation, the air, soil, water or natural resources) at, in, by, from or related to any leased real estate or any activities conducted thereon or the Business; (b) the handling, use, transportation, storage, treatment or disposal of Hazardous Materials; (c) any disturbance or impact to the environment; or (d) the violation, or alleged violation, of any Environmental Law, Order or Permit of or from any Governmental Body.

          “ Environmental Law ” means any Law relating to human health and safety or the protection of the environment or natural resources, including without limitation 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 Safe Drinking Water Act of 1974 (42 U.S.C. § 300f 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. ), the Federal Insecticide, Fungicide, and Rodenticide Act (7 U.S.C. § 136 et seq. ), the Emergency Planning and Community Right-to-Know Act of 1986 (42 U.S.C. § 1101 et seq. ); the Endangered Species Act of 1973 (7 U.S.C. § 136; 16 U.S.C. § 460 et seq. ), and the Occupational Safety and Health Act of 1970 (29 U.S.C. §651 et seq. ); as each has been amended and the regulations promulgated pursuant thereto.

          “ ERISA Affiliate ” means, with respect to any Person, all other Persons that are treated as a single employer with that Person pursuant to sections 414(b), 414(c), 414(m), and/or 414(o) of the Code.

          “ Excluded Marks ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Excluded Pre-Petition Liabilities ” means (i) any and all Claims (as such term is defined in the Bankruptcy Code) filed against the Debtors (as such term is defined in the Debtors’ Modified Second Amended Joint Plan of Reorganization under the Bankruptcy Code, dated October 21, 2003 (as thereafter modified, the “ Plan ”)), in the Debtors’ chapter 11 cases, and (ii) any other Claim that is subject to the discharge provisions contained in Section 10.02 of the Plan.

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

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

          “ Hardware ” means any and all computer and computer-related hardware, including, but not limited to, computers, file servers, facsimile servers, scanners, color printers, laser printers and networks.

          “ Hazardous Material ” means any substance, chemical, material or waste, or any constituent thereof, that is defined by any Environmental Law as hazardous , corrosive, ignitable, explosive, infectious, radioactive, carcinogenic, petroleum-derived, or toxic, such that the use, storage, treatment, disposal, release, discharge of, or exposure to which is prohibited, limited or otherwise is regulated by any Governmental Body, or is regulated by or forms the basis of liability under any Environmental Law, including, without limitation, any material, waste or substance which is defined as a “hazardous waste,” “hazardous material,” “hazardous substance,” “extremely hazardous waste,” “restricted hazardous waste,” “universal waste,” “commingled waste,” “a pollutant,” “pollution,” “subject waste,” a “contaminant,” “toxic waste” or “toxic substance” under any provision of Environmental Law, including but not limited to, petroleum or petroleum products, petroleum components, constituents, additives or derivatives thereof, radioactive materials, radionuclides, radon gas, mercury, asbestos and polychlorinated biphenyls.

          “ 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 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).

          “ Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Intellectual Property Agreement ” means the intellectual property agreement in the form attached hereto as Exhibit C between Seller and Purchaser, which apportions the rights in certain Intellectual Property between Seller and Purchaser and grants Purchaser certain rights and licenses thereunder.

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

          “ Knowledge of Seller ” concerning a particular subject, area or aspect of the Business shall mean the knowledge of each of the Persons listed on Schedule 1.1(b) and all knowledge which was or should have been obtained upon reasonable inquiry by such Persons.

          “ Law ” means any foreign, federal, state or local law (including common law), statute, code, ordinance, rule or 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.

          “ Licensed Excluded Marks ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Licensed Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Lien ” means any lien, encumbrance, pledge, mortgage, deed of trust, security interest, claim, lease, charge, option, right of first refusal, easement or, except with respect to Real Property Leases and Tower Site Leases, other real estate declaration, covenant, condition, restriction or servitude.

          “ Material Adverse Effect ” means an effect, event, development, change, occurrence or state of facts which (i) is materially adverse to the Business, Assets, properties, financial condition, or results of operations of Seller, or (ii) prevents or materially impedes, impairs or hinders the consummation by Seller of the transactions contemplated by this Agreement, in each case, other than any effect, event, development, change, occurrence or state of facts arising out of or resulting from (A) general changes or conditions in the U.S. economy or securities or financial markets, (B) changes or conditions affecting the industries in which Seller operates (but only to the extent that the impact of such changes or conditions on Seller is not materially disproportionate to the impact on other Persons conducting business in such industries), (C) changes in Law or GAAP (but only to the extent that the impact of such changes on Seller is not materially disproportionate to the impact on other Persons conducting business in the industries in which Seller conducts business), (D) the occurrence of any war, sabotage, armed hostilities or acts of terrorism or any escalation or material worsening of any such war, sabotage, armed hostilities or acts of terrorism existing or underway as of the date hereof (but only to the extent that the impact of such changes on Seller is not materially disproportionate to the impact on other Persons conducting business in the industries in which Seller conducts business), (E) any action taken by Purchaser or any of its Affiliates in bad faith or in contravention of the terms of this Agreement, or (F) the announcement of this Agreement, compliance with the terms of this Agreement, or the consummation of the transactions contemplated by this Agreement (except with respect to the loss of employees or customers arising therefrom).

          “ Non-Statutory Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Order ” means any order, directive, 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 Business, as conducted by Seller.

          “ Owned Real Property ” means all real property and interests in real property owned in fee by Seller.

          “ PBGC ” means the Pension Benefit Guaranty Corporation or any successor thereto.

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

          “ Permitted Exceptions ” means (i) 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; (ii) mechanics’, carriers’, workers’, repairers’ and similar Liens arising or incurred in the Ordinary Course of Business and not material in amount to the Business or the Purchased Assets;

(iii) zoning, entitlement and other land use and environmental regulations by any Governmental Body; or (iv) valid title of a lessor under a capital or operating lease.

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

          “ Products ” means any and all products developed, manufactured, marketed or sold by Seller.

          “ Property ” shall include all property and all other assets and interests of whatsoever nature including, without limitation, real and personal property, whether tangible or intangible, and claims, rights and choses in action, in each case, other than Intellectual Property.

          “ Proprietary Business Information ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Purchased Contracts ” means all Contracts of Seller related to the Business as of the Closing Date, other than Excluded Contracts.

          “ Release ” means any spilling, leaking, pumping, pouring, emitting, emptying, discharging, injecting, escaping, leaching, dumping, or disposing into the environment (including the abandonment or discarding of barrels, containers, and other closed receptacles containing any hazardous substance or pollutant or contaminant).

          “ Remedial Action ” means any action, including, without limitation, any capital or operating expenditure, required or voluntarily undertaken to (a) clean up, remove, treat, or in any other way address any Hazardous Material or other substance in the indoor or outdoor environment, (b) prevent the Release or threatened Release, or minimize the further Release of any Hazardous Material or other substance so it does not migrate or endanger or threaten to endanger private or public health, welfare, or property or the environment, (c) investigate, monitor, study or assess, including without limitation, perform pre-remedial studies and investigations, operation and maintenance, or post-remedial monitoring and care, or (d) bring any Purchased Asset into compliance with all Environmental Laws, Orders and Permits.

          “ Seller Parent ” means MCI, LLC, a Delaware limited liability company and sole stockholder of Seller.

          “ Seller Retained Intellectual Property ” means the Subject Marks.

          “ Seller Proprietary Software ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Statutory Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Software ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Subsidiary ” means any Person of which a majority of the outstanding share capital, voting securities or other voting equity interests are owned, directly or indirectly, by Seller.

          “ Tax ” or “ Taxes ” means (i) any and 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 Seller, any of the Subsidiaries, or any of their Affiliates.

          “ Third Party Intellectual Property ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Trademarks ” shall have the meaning set forth in the Intellectual Property Agreement.

          “ Transfer Documents ” means the Bill of Sale and the Assignment and Assumption Agreement.

          “ WARN Act ” means the Worker Adjustment and Retraining Notification Act of 1988, as amended, and the rules and regulations promulgated thereunder.

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

     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 . The Exhibits and Schedules to this Agreement are hereby incorporated and made a part hereof and are an integral part of this Agreement. All matters disclosed in any Schedule shall be deemed to be disclosed in each other Schedule to the extent that the disclosure of such matters in such other Schedules, upon review of all schedules, is reasonably apparent. 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.

           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

PURCHASE AND SALE OF ASSETS; ASSUMPTION OF LIABILITIES

     2.1 Purchase and Sale of Assets . On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall purchase, acquire and accept from Seller, and Seller shall sell, transfer, assign, convey and deliver to Purchaser (or to a wholly owned subsidiary of Purchaser to be designated in writing by Purchaser at least five (5) Business Days prior to the Closing) all of the “ Purchased Assets ,” consisting of all of the assets, properties, rights, and interests wherever situated and of any kind or nature whatsoever owned by Seller as of the Closing Date and used directly or indirectly in the operation of the Business other than the Excluded Assets. The Purchased Assets shall be transferred to Purchaser by Seller free and clear of all Liens other than Permitted Exceptions. The “ Purchased Assets ” include, but are not limited to, each of the following assets:

          (a) Balance Sheet . All Property, rights, and interests of the Business set forth or reflected on the Final Balance Sheet (except the Excluded Assets);

          (b) Contracts . All rights of Seller under the Purchased Contracts including, but not limited to those set forth in Schedule 2.1(b) , and all claims or causes of action with respect to the Purchased Contracts;

          (c) Inventory . All inventory used or intended to be used primarily in connection with the Business, including, but not limited to all raw materials, work in process and finished goods (the “ Inventory ”);

          (d) Accounts Receivable . All accounts receivable and any evidence thereof relating to or arising out of the Business and operation thereof, and any payments received with respect thereto after the Closing Date (including cash or check payments in transit on the Closing Date) (collectively, “ Accounts Receivable ”). Schedule 2.1(d) sets forth an itemized list of the Accounts Receivable as of the day immediately preceding the date hereof, and shall be updated as of the day immediately preceding the Closing Date, identifying such Accounts Receivable by obligor’s name, aging and amount;

          (e) Prepaid Expenses and Deposits. All deposits (including customer deposits and security deposits for rent, electricity, telephone or otherwise) and prepaid charges and expenses, including any prepaid rent, of Seller related to any

Purchased Assets other than prepaid charges, expenses and rent under the Real Property Leases and Personal Property Leases that is attributable to any period beginning prior to and ending on or before the Closing Date (“ Prepaids ”);

          (f) Real Property Leases . All rights of Seller under each Real Property Lease to which Seller is a party, together with all improvements, fixtures and other appurtenances thereto and rights in respect thereof. An itemized list of such Real Property Leases as of the date hereof, identifying each such lease by reference to the property to which it relates and its commencement and expiration dates is set forth in Schedule 2.1(f) , and shall be updated as of the Closing Date;

          (g) Property, Plant, and Equipment. All equipment, assets in construction, office furniture and fixtures, computer equipment, office equipment, other furnishings, trucks, automobiles and other vehicles, supplies, and other tangible personal property of every kind and description, including tooling, wherever located (collectively, “ PP&E ”), other than such PP&E which is an Excluded Asset;

          (h) Leased Tangible Property . All of the leased tangible personal property including, but not limited to the items set forth in Schedule 2.1(h) , which includes all prepayments, security deposits and options to renew or purchase in connection therewith;

          (i) Business Records . All Documents used in the Business, including Documents in Seller’s possession relating to Products, services, marketing, advertising, promotional materials, Assigned Intellectual Property, and all files, customer files and documents (including credit information), supplier lists, records, literature and correspondence, whether or not physically located on any of the premises referred to in Section 2.1(f) above, but excluding such files as may be required under applicable Law regarding privacy;

          (j) FRP . FRP assets solely to the extent provided for in Section 8.2(f) hereof;

          (k) Deferred Compensation Plan . Deferred Compensation Plan assets solely to the extent provided for in Section 8.2(h) hereof;

          (l) Permits . All Permits used by Seller in the Business to the extent transferable to Purchaser, including, but not limited to, all FCC Licenses of Seller as listed on Schedule 2.1(l) attached hereto;

          (m) Non-Disclosure, Confidentiality, Non-Compete, and Similar Agreements . All rights of Seller under non-disclosure or confidentiality, non-compete, or non-solicitation agreements with Employees of Seller or with third parties to the extent exclusively relating to the Business or the Purchased Assets, including, but not limited to, the standalone non-compete agreements set forth on Schedule 2.1(m) attached hereto;

          (n) Warranties and Guarantees. All of Seller’s interest in rights under or pursuant to all warranties, representations and guarantees, if any, made by vendors, suppliers, manufacturers and contractors relating to the Business or affecting the Purchased Assets;

          (o) Intellectual Property . The Assigned Intellectual Property and Proprietary Business Information pursuant, in each case, pursuant to the terms of the Intellectual Property Agreement;

          (p) Third Party Insurance Proceeds . All third-party property and casualty insurance proceeds, and all rights to third-party property and casualty insurance proceeds, in each case to the extent received or receivable in respect of the Business;

          (q) Claims . All of Seller’s causes of action, claims, credits, demands or rights of set-off against third parties, to the extent related to the Business, except to the extent related to any Excluded Asset;

          (r) Forms . All stationery, forms, labels, shipping material, art work, and photographs, in each case, except to the extent incorporating any Excluded Marks;

          (s) Funded Compensation Rights . All rights (including experience ratings, to the extent transferable to Purchaser) with respect to unemployment and workers’ compensation, in each case, relating to Transferred Employees;

          (t) Communications . All rights to the telephone and facsimile numbers used in the Business, as well as all rights to receive mail and other communications addressed to Seller and relating to the Business (including mail and communications from customers, suppliers, distributors, agents and others and payments with respect to the Purchased Assets); and

          (u) Goodwill . All goodwill of the Business.

     2.2 Excluded Assets . Nothing herein contained shall be deemed to sell, transfer, assign or convey the Excluded Assets to Purchaser, and Seller shall retain all right, title and interest to, in and under the Excluded Assets. “ Excluded Assets ” shall mean each of the following assets:

          (a) The Excluded Contracts . All rights of Seller under the Contracts set forth on Schedule 2.2(a) and Schedule 5.9(f)(2) , including all claims or causes of action with respect thereto (the “ Excluded Contracts ”).

          (b) Cash and Cash Equivalents . All cash, cash equivalents, bank deposits or similar cash items of Seller;

          (c) Stock Certificates; Subsidiaries . All shares of capital stock of, or other ownership interests in the Subsidiaries, and all assets owned, leased or held by the Subsidiaries, whether or not used or useful in the Business;

          (d) Real Property . All Owned Real Property;

          (e) Corporate Books . All minute books, organizational documents, stock registers and such other books and records of Seller or any Subsidiary as pertain to ownership, organization or existence of Seller and each Subsidiary;

          (f) Intellectual Property . All Intellectual Property (including Third Party Intellectual Property) other than the Assigned Intellectual Property and Proprietary Business Information, and the goodwill associated therewith.

          (g) Additional Books and Records . Any (i) other books and records that Seller and the Subsidiaries are required by Law to retain or that Seller determines are necessary or advisable to retain; provided , however , that Purchaser shall have the right to make copies of any portions of such retained books and records that relate to the Business or any of the Purchased Assets; and (ii) documents relating to proposals to acquire the Business by Persons other than Purchaser, except for standalone confidentiality agreements;

          (h) Tax Refunds . All interests in or rights to any refund of Taxes, Tax credits or Tax loss carryforwards relating to the operation of the Business, the Purchased Assets or the Assumed Liabilities, or applicable to, any period, or any portion of any period, ending on or before the Closing Date;

          (i) Tax Records . All Tax returns and financial statements of Seller and the Subsidiaries and the Business and all records (including working papers) related thereto;

          (j) Claims Related to Excluded Assets . All of Seller’s causes of action, claims, counterclaims, credits, demands or rights of set-off against third parties to the extent related to any Excluded Asset;

          (k) Seller’s Rights Under This Agreement . All rights that accrue to Seller under this Agreement and the Seller Documents;

          (l) Employee Benefit Plans . All Employee Benefit Plans and any assets relating to such plans, except to the extent specifically provided in Sections 8.2(f) and 8.2(h) hereof; and

          (m) Other Assets . Such other assets as are set forth on Schedule 2.2(m) .

     2.3 Assumption of Liabilities . On the terms and subject to the conditions set forth in this Agreement, at the Closing Purchaser shall assume, effective as of the

Closing, and shall timely perform, pay and discharge in accordance with their respective terms, only the Liabilities of Seller set forth below in this Section 2.3 , other than the Excluded Liabilities (collectively, the “ Assumed Liabilities ”), consisting of the following Liabilities:

          (a) Liabilities of Seller under the Purchased Contracts;

          (b) Liabilities arising out of, relating to or with respect to any Employee Benefit Plan solely to the extent provided for in Article VIII ;

          (c) all accounts payable existing on the Closing Date and incurred in the Ordinary Course of the Business (including, for the avoidance of doubt, (i) invoiced accounts payable and (ii) accrued but uninvoiced accounts payable), in each case, including those set forth on Schedule 2.3(c) to be delivered no less than five Business Days prior to the Closing Date;

          (d) all Taxes to be paid by Purchaser pursuant to Section 7.11 hereof; and

          (e) other Liabilities with respect to the Business, the Purchased Assets or the Transferred Employees arising after the Closing.

     2.4 Excluded Liabilities . Purchaser will not assume, or be liable for, any liabilities which are not Assumed Liabilities. All such liabilities which are not Assumed Liabilities shall be referred to as “ Excluded Liabilities ,” all of which Seller shall retain and remain liable for (whether such Excluded Liabilities are known or unknown, absolute, contingent, liquidated or unliquidated, due or to become due, and whether claims with respect thereto are asserted before or after the Closing). Excluded Liabilities shall include, but not be limited to, each of the following Liabilities:

          (a) any and all Liabilities of and/or on behalf of Seller for costs and expenses incurred in connection with this Agreement or the negotiation and consummation of the transactions contemplated by this Agreement;

          (b) any and all employee-related Liabilities of Seller accrued or arising out of actions, omissions or events occurring prior to or on the Closing Date, including, without limitation: (i) accrued salaries and wages, (ii) accrued vacation and sick pay, (iii) accrued payroll Taxes, (iv) withholdings, (v) charges of unfair labor practices, or (vi) discrimination complaints;

          (c) any and all Liabilities of Seller for the provision of health plan continuation coverage in accordance with the requirements of COBRA and Sections 601 through 608 of ERISA to employees of Seller, regardless of whether or not such employees accept employment with Purchaser pursuant to Section 8.1 ;

          (d) any and all Liabilities owed to, or claims of, Seller’s creditors, whether arising before or after the Closing Date, which may be asserted against Purchaser or any of the Purchased Assets pursuant to any applicable bulk sales, bulk transfer or similar laws and which do not otherwise constitute Assumed Liabilities;

          (e) any and all Liabilities under any intercompany loans, accounts or Contracts between the Business, on the one hand, and Seller or any of its affiliates, on the other hand;

          (f) any and all Liabilities relating to litigation (i) involving the Business, the Purchased Assets or Seller and existing as of the Closing Date, or (ii) to the extent arising out of or resulting from the Excluded Assets or Excluded Liabilities;

          (g) any and all Liabilities of Seller arising by reason of any violation of any Law or any requirement of any Governmental Body, including all Liabilities arising from, related to or in connection with FCC enforcement actions, in each case, to the extent such Liability results from or arises out of events, facts or circumstances occurring or existing on or prior to the Closing Date;

          (h) any and all Liabilities relating to or arising out of Excluded Assets, including Excluded Contracts;

          (i) any and all Liabilities for the return by any customer of Seller of products sold or distributed by Seller on or prior to the Closing Date or for a warranty claim for any product or service sold, distributed or performed, as the case may be, by Seller on or prior to the Closing Date based on any express warranty or implied warranty arising due to the statements or conduct of Seller or Seller’s employees or agents prior to the Closing Date;

          (j) any and all Taxes arising from or with respect to the Purchased Assets or the operation of the Business that are incurred in or attributable to any period, or any portion of any period, ending on or prior to the Closing Date, and income and similar Taxes, of a type not described in Section 7.11 , that are imposed as a result of the sale of the Purchased Assets pursuant to this Agreement (except, in any case, as otherwise provided in this Agreement);

          (k) any Liabilities of the Seller for Indebtedness;

          (l) any and all Liabilities of Seller under any Contract, other than the Purchased Contracts, and any and all Liabilities of Seller under any Contract or Permit arising out of a breach or alleged breach thereof by Seller on or prior to the Closing Date;

          (m) any and all Liabilities of Seller arising by reason of any violation or alleged violation of any Law or any requirement of any Governmental Body on or prior to the Closing Date;

          (n) any and any Liabilities for the return by any customer of Seller of products sold or distributed by Seller on or prior to the Closing or any Liabilities for a warranty claim for any product or service sold, distributed or performed, as the case may be, by the Seller on or prior to the Closing based on any express warranty, oral or written, or any implied warranty arising due to the statements or conduct of Seller or Seller’s employees or agents;

          (o) any and all Liabilities of the Seller arising out of the injury to or death of any person or animal or damage to or destruction of any tangible property, whether based on negligence, breach of warranty, strict liability, enterprise liability or any other legal or equitable theory arising from or related to products (or parts or components thereof) sold, distributed or otherwise disposed of or services performed by or on behalf of the Seller, in each case, on or prior to the Closing Date;

          (p) any and all Liabilities of Seller for severance pay or the like with respect to any employee of the Seller that does not accept employment with the Purchaser upon completion of the transaction contemplated by this Agreement;

          (q) any and all Liabilities of Seller for salaries, commissions, bonuses, deferred compensation or like payments to any director, officer or employee of the Seller for the period prior to the Closing, except as otherwise expressly provided herein; and

          (r) all Excluded Pre-Petition Liabilities.

          Notwithstanding any provisions in this Agreement to the contrary, Purchaser is assuming only the Assumed Liabilities and is not assuming any other Liability of Seller or its Subsidiaries (or any predecessor owner of all or part of the Business) of whatever nature. All such other Liabilities shall be retained by and remain Liabilities and obligations of Seller.

     2.5 Further Conveyances and Assumptions; Consent of Third Parties .

          (a) From time to time following the Closing, Seller and Purchaser shall execute, acknowledge and deliver all such further conveyances, notices, assumptions, releases and acquittances and such other instruments, and shall take such further actions, as may be reasonably necessary or appropriate to assure fully to Purchaser and its successors or assigns, all of the rights, titles and interests intended to be conveyed to Purchaser under this Agreement and the Transfer Documents and to assure fully to Seller and its Affiliates and their successors and assigns, the assumption of the liabilities and obligations intended to be assumed by Purchaser under this Agreement and the Transfer Documents, and to otherwise make effective the transactions contemplated hereby and thereby.

          (b) Nothing in this Agreement nor the consummation of the transactions contemplated hereby shall be construed as an attempt or agreement to

assign any Purchased Asset, including any Contract, Permit, certificate, approval, authorization or other right, which by its terms or by Law is nonassignable without the consent of a third party or a Governmental Body or is cancelable by a third party in the event of an assignment (“Nonassignable Assets”) unless and until such consent shall have been obtained; provided , however , that Seller shall use its commercially reasonable efforts to cooperate with Purchaser at its request for up to 180 days following the Closing Date in endeavoring to obtain such consents promptly; and provided further , that such efforts shall not require Seller or any of its Affiliates to incur any Liabilities or provide any financial accommodation or to remain secondarily or contingently liable for any Assumed Liability to obtain any such consent. Purchaser and Seller shall use their respective commercially reasonable efforts to obtain, or cause to be obtained, any consent, substitution, approval or amendment required to novate all Liabilities under any and all Purchased Contracts or other Liabilities that constitute Assumed Liabilities or to obtain in writing the unconditional release of Seller and its Affiliates so that, in any such case, Purchaser shall be solely responsible for such Liabilities.

     2.6 Bulk Sales Laws . Purchaser hereby waives compliance by Seller with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction that may otherwise be applicable with respect to the sale of any or all of the Purchased Assets to Purchaser; it being understood that any Liabilities arising out of the failure of Seller to comply with the requirements and provisions of any “bulk-transfer” Laws of any jurisdiction which would not otherwise constitute Assumed Liabilities shall be treated as Excluded Liabilities.

     2.7 Purchase Price Allocation .

          (a) For all Tax purposes, the Purchase Price (plus any Assumed Liabilities that are treated as consideration for the Purchased Assets) shall be allocated in the manner set forth in this Section 2.7 (the “ Price Allocation ”). Purchaser shall prepare a proposed allocation in a manner consistent with Section 1060 of the Code and the regulations promulgated thereunder and shall deliver such proposal to Seller for its review and approval not later than forty five (45) Business Days after the Closing Date. Seller shall notify Purchaser of its agreement to such proposal or of any modifications it wishes to make to such proposed allocation. If Seller proposes any modifications, then Seller and Purchaser will attempt to reach agreement on the Price Allocation prior to the due date for the filing of IRS Form 8594. In the event that Purchaser and Seller are unable to agree on the Price Allocation prior to such due date, then each party will separately file an IRS Form 8594. In the event that Purchaser and Seller agree on the Price Allocation (i) each party agrees to timely file an IRS Form 8594 reflecting the Price Allocation for the taxable year that includes the Closing Date and to make any timely filing required by applicable state or local Law, (ii) such Price Allocation shall be binding on Purchaser and Seller for all Tax reporting purposes, (iii) none of Purchaser or Seller or any of their respective Affiliates shall take any position inconsistent with such Price Allocation in connection with any Tax proceeding, except to the extent required by applicable Law, and (iv) if any Taxing Authority disputes

such Price Allocation, the party receiving notice of the dispute shall promptly notify the other party hereto of such dispute, and the parties hereto shall cooperate in good faith in responding to such dispute in order to preserve the effectiveness of such Price Allocation.

          (b) Any indemnification payment treated as an adjustment to the Total Consideration paid for the Purchased Assets under Article III hereof shall be reflected as an adjustment to the consideration allocated to a specific asset, if any, giving rise to the adjustment and if any such adjustment does not relate to a specific asset, such adjustment shall be allocated among the Purchased Assets in accordance with the Price Allocation method provided in this Section 2.7 .

     2.8 Allocation of Taxes and Expenses .

          (a) All state, county and local ad valorem Taxes on Purchased Assets (“ Property Taxes ”) shall be prorated between Purchaser and Seller as of the Closing Date, computed by multiplying the amount of Property Taxes for the fiscal year for which the same are levied by a fraction, the numerator of which is the number of days in such fiscal year up to and including the Closing Date and the denominator of which is the number of days in such fiscal year. In connection with such proration of Property Taxes, in the event that actual Property Tax figures are not available at the Closing Date, proration of Property Taxes shall be based upon the actual Property Taxes for the preceding fiscal year for which actual Property Tax figures are available, and re-prorated when actual Property Tax figures become available. All utility charges, gas charges, electric charges, water charges, water rents and sewer rents, if any, relating to the Purchased Assets shall be apportioned between Purchaser and Seller as of the Closing Date, computed on the basis of the most recent meter charges or, in the case of annual charges, on the basis of the established fiscal year.

          (b) All prorations and applicable payments to either party in connection with this Section 2.8 shall be made, insofar as feasible, on the Closing Date, and the Purchase Price shall be adjusted accordingly. During the three-month period subsequent to the Closing Date, Seller shall advise Purchaser, and Purchaser shall advise Seller, of any actual changes to such prorations, and the Purchase Price shall be increased or decreased, as applicable, at the end of such three-month period. In the event Purchaser or Seller shall receive bills after the Closing Date for expenses incurred before the Closing Date that were not prorated in accordance with this Section 2.8 or that were re-prorated in accordance with this Section 2.8 , then Purchaser or Seller, as the case may be, shall promptly notify the other party as to the amount of the expense subject to proration and the responsible party shall pay its portion of such expense (or, in the event such expense has been paid on behalf of the responsible party, reimburse the other party for its portion of such expenses).

     2.9 Power of Attorney; Right of Endorsement . Effective as of the Closing, Seller hereby constitutes and appoints Purchaser the true and lawful attorney of Seller with full power of substitution, in the name and on behalf of Seller, but for the benefit of

and at the sole cost and expense of Purchaser, (a) to collect all Purchased Assets, (b) to endorse, without recourse, checks, notes and other instruments in connection with the Business and constituting Purchased Assets, (c) to institute and prosecute all proceedings which Purchaser may deem proper in order to collect, assert or enforce any claim, right or title in or to the Purchased Assets, (d) to defend and compromise all actions, suits or proceedings with respect to any of the Purchased Assets and (e) to do all such reasonable acts and things with respect to the Purchased Assets as Purchaser may deem advisable, subject to the consent of the Seller, which consent shall not be unreasonably withheld; provided that the foregoing shall not apply with respect to any Excluded Assets or Excluded Liabilities or to any Legal Proceedings in respect thereof. Seller agrees that the foregoing powers are coupled with an interest and shall not be revocable by Seller directly or indirectly in any manner. Purchaser shall retain for its own account any amounts collected pursuant to the foregoing powers.

ARTICLE III

CONSIDERATION

     3.1 Consideration .

          (a) The aggregate consideration for the Purchased Assets shall be (i) an amount in cash equal to $23,000,000 (the “ Purchase Price ”), subject to adjustment as provided in Section 3.3 , of which $3,450,000 (the “ Deposit ”) shall be paid by Purchaser to Seller pursuant to Section 3.1(b) and (ii) the assumption of the Assumed Liabilities (together with the Purchase Price, the “ Total Consideration ”).

          (b) Prior to, or immediately upon, the execution of this Agreement, Purchaser shall pay to Seller the Deposit in immediately available United States funds to an account designated by Seller.

     3.2 Payment of Purchase Price . On the Closing Date, (a) Purchaser shall pay the Purchase Price (less the Deposit) to Seller by wire transfer of immediately available United States funds into an account or accounts designated by Seller.

     3.3 Purchase Price Adjustment .

          (a) As promptly as practicable, but no later than 45 days after the Closing Date, Seller shall cause to be prepared and delivered to Purchaser the Closing Statement (as defined below) and a certificate based on such Closing Statement setting forth Seller’s calculation of Closing Working Capital. The closing statement (the “ Closing Statement ”) shall present the Net Working Capital as of the end of business on the Closing Date (“ Closing Working Capital ”). “ Net Working Capital ” means the consolidated current assets of the Business, reduced by the consolidated current liabilities of the Business, in each case as determined in accordance with the accounting principles set forth on Schedule 3.3(a) (the “ Agreed Principles ”).

          (b) If Purchaser disagrees with Seller’s calculation of Closing Working Capital delivered pursuant to Section 3.3(a) , Purchaser may, within 30 days after delivery of the Closing Statement, deliver a notice to Seller stating that Purchaser disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Purchaser disagrees and the basis therefor (provided that Purchaser’s disagreement may not be based upon adjustments sought to be made at times other than when such adjustments are customarily made). Purchaser shall be deemed to have agreed with all other items and amounts contained in the Closing Statement and the calculation of Closing Working Capital delivered pursuant to Section 3.3(a) .

          (c) If a notice of disagreement shall be duly delivered pursuant to Section 3.3(b) , Purchaser and Seller shall, during the 30 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 Closing Working Capital. If during such period, Purchaser and Seller are unable to reach such agreement, they shall promptly thereafter cause an independent accounting firm as they shall mutually select (the “ Independent Accountant ”) to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital (it being understood that in making such calculation, the Independent Accountant shall be functioning as an expert and not as an arbitrator). Each party agrees to execute, if requested by the Independent Accountant, an engagement letter containing terms that are reasonably requested by the Independent Accountant. Purchaser and Seller 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 Statement and Seller’s calculation of Closing Working Capital as to which Purchaser has disagreed in its notice of disagreement duly delivered pursuant to Section 3.3(b). The Independent Accountant shall deliver to Purchaser and Seller, as promptly as practicable (but in any case no later than 45 days from the date of engagement of the Independent Accountant), a report setting forth such calculation. Such report shall be final and binding upon Purchaser and Seller, shall be deemed a final arbitration award that is binding on Purchaser and Seller, and neither Purchaser nor Seller 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 Seller’s position, 60% of the costs of its review and report would be borne by Purchaser and 40% of the costs would be borne by Seller.

          (d) Purchaser and Seller shall, and shall cause their respective representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of Closing Working Capital 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.

          (e) If Final Working Capital exceeds $4,000,000, Purchaser shall pay to Seller, in the manner and with interest as provided in Section 3.3(f) , the amount of such excess, and if Final Working Capital is less than $4,000,000, Seller shall pay to Purchaser, as an adjustment to the Purchase Price, in the manner and with interest as provided in Section 3.3(f) , the amount of such difference. “ Final Working Capital ” means Closing Working Capital (i) as shown in Seller’s calculation delivered pursuant to Section 3.3(a) if no notice of disagreement with respect thereto is duly delivered pursuant to Section 3.3(b) ; or (ii) if such a notice of disagreement is delivered, (A) as agreed by Purchaser and Seller pursuant to Section 3.3(c) or (B) in the absence of such agreement, as shown in the Independent Accountant’s calculation delivered pursuant to Section 3.3(c) ; provided , however , that in no event shall Final Working Capital be more than Seller’s calculation of Closing Working Capital delivered pursuant to Section 3.3(a) or less than Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 3.3(b) .

          (f) 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 Working Capital has been determined by wire transfer by Purchaser or Seller, 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 “prime rate” as published in the “money rates” (or similar) section of The Wall Street Journal on the date of payment calculated on the basis of the number of days elapsed from the Closing Date to the date of payment.

ARTICLE IV

CLOSING AND TERMINATION

     4.1 Closing Date . The consummation of the purchase and sale of the Purchased Assets and the assumption of the Assumed Liabilities provided for in Article II hereof (the “ Closing ”) shall take place at the offices of Manatt, Phelps & Phillips, LLP, located at 7 Times Square, New York, NY 10036 (or at such other place as the parties may designate in writing) at 10:00 a.m. (New York City time) on the last Business Day (the “ Closing Date ”) of the month in which all of the conditions set forth in Article IX have been satisfied or waived (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 another time, date or place is agreed to in writing by the parties hereto.

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

          (a) At the election of Seller or Purchaser on or after the date that is 120 days following the date hereof (such date, the “ Termination Date ”), if the Closing shall not have occurred by the close of business on such date; provided that, if the condition set forth in Section 9.1(e) is the only condition remaining to be satisfied on such date (other than those conditions that are only capable of being satisfied on the Closing), then Seller or Purchaser may extend the Termination Date by seventy five (75) additional days; and provided further that the right to terminate this Agreement under this Section 4.2(a) shall not be available to any party whose failure to fulfill any material obligation under this Agreement has been the cause of, or resulted in, the failure of the Closing to occur on or before such date;

          (b) by mutual written consent of Seller and Purchaser;

          (c) by Purchaser, provided that it is not then in material breach of any of its obligations under this Agreement, if Seller (i) fails in any material respect to perform any of its covenants in this Agreement when performance thereof is due or (ii) has breached in any material respect any of the representations or warranties contained in Article V of this Agreement, and does not cure such failure or breach within fifteen (15) Business Days after Purchaser delivers written notice thereof; provided , however , that Purchaser shall not be entitled to terminate this Agreement pursuant to this Section 4.2(c) if, prior to the expiration of such fifteen (15) Business Day period, Seller delivers a certificate signed by an officer of Seller certifying that (A) Seller reasonably believes that such breach or failure is capable of being cured prior to the Termination Date and (B) Seller shall use its reasonable best efforts to cause such breach or failure to be cured prior to the Termination Date;

          (d) by Seller, provided that it is not then in material breach of any of its obligations under this Agreement, if Purchaser (i) fails in any material respect to perform any of its covenants in this Agreement when performance thereof is due or (ii) has breached in any material respect any of the representations or warranties contained in Article VI of this Agreement, and does not cure such failure or breach within fifteen (15) Business Days after Seller delivers written notice thereof; provided , however , that Seller shall not be entitled to terminate this Agreement pursuant to this Section 4.2(d) if, prior to the expiration of such fifteen (15) Business Day period, Purchaser delivers a certificate signed by an officer of Seller certifying that (A) Purchaser reasonably believes that such breach or failure is capable of being cured prior to the Termination Date and (B) Purchaser shall use its reasonable best efforts to cause such breach or failure to be cured prior to the Termination Date;

          (e) by Seller 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 the parties hereto shall promptly appeal any adverse determination which is appealable (and pursue such appeal with reasonable diligence); or

          (f) by Seller if Purchaser has not, within eight (8) Business Days following the date hereof, (i) obtained a signed commitment (in a form that is reasonably satisfactory to Seller) from a banking or other financial institution reasonably satisfactory to Seller to provide debt financing to Purchaser in an aggregate amount of not less than $40,000,000 in connection with the transactions contemplated hereby (the “ Financing Commitment ”) and (ii) delivered to Seller a copy of the Financing Commitment which is certified by Purchaser’s Chief Executive Officer or Chief Financial Officer to be true, correct and complete.

     4.3 Procedure Upon Termination . In the event of termination and abandonment by Purchaser or Seller, 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 Seller.

     4.4 Effect of Termination .

          (a) In the event that this Agreement is validly terminated in accordance with Sections 4.2 and 4.3 , then each of the parties shall be relieved of its respective duties and obligations arising under this Agreement from and after the date of such termination and such termination shall be without liability to Purchaser or Seller; provided , that no such termination shall relieve any party hereto from liability for any breach of this Agreement or other Liability arising prior to termination hereof and; provided , further , that the obligations of the parties set forth in this Section 4.4 and Article XI hereof shall survive any such termination and shall be enforceable hereunder.

          (b) If this Agreement is validly terminated:

          (i) by Purchaser pursuant to Section 4.2(a) (prior to Seller validly extending the Termination Date as set forth in Section 4.2(a )) if the condition set forth in Section 9.1(e) shall not have been satisfied by the date that is 120 days following the date hereof and immediately prior to such termination the conditions set forth in Sections 9.1(a) and (b) shall have been satisfied; or

          (ii) by Purchaser pursuant to Section 4.2(a) prior to the date that is 195 days following the date hereof (assuming that Seller validly extended the Termination Date by seventy-five (75) days as set forth in Section 4.2(a) ) and the conditions set forth in each of Sections 9.1(a) and (b) and Section 9.1(e) shall not have been satisfied by the Termination Date, as so extended),

          (iii) by Seller pursuant to Section 4.2(d) or Section 4.2(f) ,

then the Deposit (together with any interest or other income that may have been earned thereon) shall be forfeited to Seller, and Purchaser shall have no claim whatsoever thereto. If this Agreement is validly terminated for any other reason, then Seller shall refund the Deposit (excluding any interest or other income that may have been earned

thereon) to Purchaser, to be paid by wire transfer of immediately available United States funds into an account designated by Purchaser.

          (c) The Confidentiality Agreement shall survive any termination of this Agreement and nothing in this Section 4.4 shall relieve Purchaser or Seller of its respective obligations under the Confidentiality Agreement.

ARTICLE V

REPRESENTATIONS AND WARRANTIES OF SELLER

Seller hereby represents and warrants to Purchaser that:

          5.1 Organization and Good Standing . Seller is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now conducted. Seller is duly qualified or authorized to do business as a foreign corporation 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. Schedule 5.1 sets forth a list of the states in which Seller is qualified to do business as of the date hereof.

          5.2 Authorization of Agreement . Seller has all requisite corporate power and authority to execute and deliver this Agreement and Seller has all requisite power, authority and legal capacity to execute and deliver each other agreement, document, or instrument or certificate contemplated by this Agreement or to be executed by Seller in connection with the consummation of the transactions contemplated by this Agreement (the “Sel