CONTRIBUTION AGREEMENT

EXHIBIT 10.33

SECTION 1.    Definitions

SECTION 2.    Transactions

2.1    Transactions and Closing

(a)    The following transactions shall take place on the Closing Date and are expressly conditioned upon each other:

(i)    Debt Financing . On the Closing Date, the Company shall effectuate the Debt Financing as set forth in Section 5.3.

(ii)    Restructuring . On the Closing Date immediately following the consummation of the Debt Financing, FV Denmark shall effectuate the Restructuring.

(iii)    Dividends to Stockholders . On the Closing Date immediately following the consummation of the Debt Financing and the Restructuring, the Company shall pay a dividend from the proceeds of the Debt Financing (1) to Hercules in the amount of Forty-One Million Eight Hundred Thousand Dollars ($41,800,000) (the “ Hercules Dividend Amount ”), and (2) to WSP in the amount of Forty Million Two Hundred Thousand Dollars ($40, 200,000) (the “ WSP Dividend Amount ”). The remaining Eight Million Dollars ($8,000,000) in proceeds from the Debt Financing (the “ Transaction Costs Holdback ”) shall be used by the Company for payment of the Total Transaction Costs to the parties as set forth in Section 2.2(b).

(b)    In addition, the following transactions shall take place on the Closing Date immediately following the transactions described in Section 2.(a)(i), (ii) and (iii) above and are expressly conditioned upon each other:

(i)    Contribution and Issuance of the SPG Shares . On the terms and subject to the conditions set forth in this Agreement, on the Closing Date, SPG shall contribute to the Company in cash Twenty-Seven Million Dollars ($27,000,000) (the “ Contribution Amount ’) in exchange for the SPG Shares (the “ Contribution ”). Immediately following the Contribution, each of SPG and Hercules shall hold 33.78% of the Stock of the Company and WSP shall hold 32.44% of the Stock of the Company.

(ii)    Redemption of the Hercules Shares . On the terms and subject to the conditions set forth in this Agreement on the Closing Date immediately following the Contribution, the Company shall redeem all of the Hercules Shares for (i) the redemption price of Twenty-Seven Million Dollars ($27,000,000) (the “ Redemption Price ”), subject to the post-closing adjustments as set forth in Section 2.3; and (ii) the right to the Earnout Payments as set forth in Section 5.2. Upon satisfaction of the conditions set forth in this Agreement, SPG shall hold shares of Stock, which represent, in the aggregate, 51% of the Stock and WSP shall hold shares of Stock, which represent, in the aggregate, 49% of the Stock.

(iii)    Option Agreement . At the Closing, WSP and SPG shall enter into an Option Agreement, substantially in the form of Exhibit C attached hereto, pursuant to which WSP grants SPG an option to acquire shares of Stock from WSP, which represents in the aggregate, a fourteen percent (14%) equity interest in Stock.

(iv)    Transition Services Agreement . At the Closing, the Company and Hercules shall enter into a Transition Services Agreement, substantially in the form of Exhibit D attached hereto, pursuant to which Hercules agrees to provide certain services and support to the Company on a post-closing basis for a period not to exceed one (1) year from the Closing Date as provided in the Transition Services Agreement in exchange for the amounts to be paid to Hercules in connection with such services and/or support.

(c)    Closing . The Closing shall take place on the last business day of the monthly accounting period of the Company following the date on which the conditions set forth in Article VI are satisfied or such other date as mutually agreed in writing by the parties hereto. The consummation of the transactions contemplated hereby shall be referred to herein as the “ Closing ” and at 11:59 p.m. on the date on which the Closing occurs shall be herein referred to as the “ Closing Date .” Time shall be of the essence with respect to the Closing Date. For the avoidance of doubt, the parties to this Agreement agree for tax purposes to treat the transactions described in Section 2.1(a) as occurring prior to the transactions described in Section 2.1(b)(i) and (ii). Any Taxes arising out of the Restructuring will be allocable to the Pre-Closing Tax Period and the income generated by the Restructuring will be included in the Tax Return for the consolidated group for which Hercules is the common parent. The Closing shall take place at the offices of Hercules Incorporated at Hercules Plaza, 1313 North Market Street, Wilmington, DE 19894, or at such other location as the parties hereto may mutually agree.

(d)    Closing Procedures . At the Closing, the parties shall deliver to each other the instruments, documents and consideration and shall take the actions specified in Sections 6 and 7 hereof.

(e)    Payments . All payments to be made under this Agreement shall be paid by wire transfer of immediately available funds.

2.2    Total Transaction Costs

(a)    Each party shall pay its transaction costs at Closing and the parties shall be reimbursed in accordance with this Section 2.2. The Company shall pay all of the Debt Financing Costs. Any transfer taxes, including, but not limited to, registration or license fees, to be paid in connection with the Transactions shall be paid by the Company. At Closing, the Company shall submit to SPG and WSP a statement detailing the amount of the Debt Financing Costs.

(b)    At Closing, each of SPG and WSP shall submit to the Company invoices detailing transaction costs directly associated with this transaction, and the Company shall reimburse the Stockholders and SPG for such transaction costs, but only up to the caps described in 2.2(c) and 2.2(d).

(c)    SPG shall be reimbursed by the Company for costs paid by SPG and invoiced to the Company in accordance with subsection (b) up to a maximum of 65% of the amount determined after deducting Debt Financing Costs paid by the Company from $8,000,000 (the “ SPG Transaction Costs Cap ”)

(d)    WSP shall be reimbursed by the Company for costs paid by WSP and invoiced to the Company in accordance with subsection (b) up to a maximum of 35% of the amount determined after deducting Debt Financing Costs paid by the Company from $8,000,000 (the “ WSP Transaction Costs Cap ”)

(e)    In the event that the SPG transaction costs exceed the SPG Transaction Costs Cap, SPG shall bear all of its transaction expenses that exceed the SPG Transaction Costs Cap. In the event that the WSP transaction costs exceed the WSP Transaction Costs Cap, WSP shall bear all of its transaction expenses that exceed the WSP Transaction Costs Cap.

(f)    Except for the expenses to be reimbursed by the Company in accordance with this Section 2.2, or as otherwise indicated herein, each party shall bear its respective expenses incurred in connection with the preparation and execution of the Definitive Agreements and the consummation of the Transactions.

(g)    In the event that SPG does not exercise the Option during the option exercise period as provided in the Option Agreement, then SPG shall refund to WSP an amount equal to 14% of the sum of the SPG Transaction Costs Cap and the WSP Transaction Costs Cap.

2.3    Redemption Price Adjustments

(a)    As promptly as reasonably practicable, but in any event not later than 60 days after the Closing Date, SPG shall deliver to Hercules (A) an unaudited balance sheet of the FiberVisions Group as of the Closing, which balance sheet shall be prepared from

(b)    The Closing Date Balance Sheet, the Closing Date Net Working Capital Statement (and the Closing Date Net Working Capital set forth therein) and the 2005 Adjusted EBITDA Statement (and the 2005 Adjusted EBITDA set forth therein) shall be final and binding on the parties unless, within 15 days after delivery thereof to Hercules, written notice is given by Hercules to SPG of its objection, setting forth in reasonable detail Hercules’ basis for objection (the “ Objection Notice ”). Hercules may dispute items reflected on the Closing Date Financial Statements and the Closing Date Net Working Capital Statement only on the basis that such items were not arrived at in conformity with the accounting principles, procedures, policies, and methods that were used to prepare the Financial Statements and in conformity with Schedule 2.3(b)(i) . Hercules may dispute items reflected on the 2005 Adjusted EBITDA Statement only on the basis that such items were not arrived at conformity with the accounting principles, procedures, policies and methods that were used to prepare the Financial Statements and in conformity with Schedule 2.3(b)(ii) . If the Objection Notice is given, Hercules and SPG shall consult with each other with respect to the objection. If Hercules and SPG are unable to reach agreement within 30 days after the Objection Notice has been given, the dispute shall be submitted, as promptly as reasonably practicable, for resolution to the New York office of Ernst & Young, LLP or a mutually agreeable third-party firm of independent registered public accountants (the “ Neutral Accountant ”). Hercules and SPG agree to execute, if requested by the Neutral Accountant, a reasonable engagement letter with the Neutral Accountant. The Neutral Accountant shall make a determination, based solely on presentations by Hercules and SPG and not by independent review, as to (and only as to) each of the items in dispute, and shall be instructed that, in resolving such items in dispute, it must select a position with respect to the Closing Date Financial Statements, the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA Statement, as applicable that is either exactly SPG’s position with respect to the Closing Date Financial Statements, the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA Statement, as applicable or exactly Hercules’ position with respect to the Closing Date Financial Statements, the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA Statement, as applicable, or that is between such position of SPG and such position of Hercules. The Neutral Accountant shall furnish its determination as to the items in dispute (which determination shall have been made in accordance with this Agreement) to Hercules and SPG in writing together with a revised version of the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA Statement, as applicable, which shall have been revised by the Neutral Accountant to reflect its determination. The determination of the Neutral Accountant and the revised version of the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA Statement, as applicable reflecting the Neutral Accountant’s determination shall be final, conclusive and binding upon, and non-appealable by, Hercules and SPG. In connection with its determination of the disputed items, the Neutral Accountant shall be entitled to rely upon the accounting records and similar materials prepared in connection with the Closing Date Financial Statements, the Closing Date Net Working Capital Statement and/or 2005 Adjusted EBITDA Statement, as applicable.

(c)    During the period following the delivery of the Closing Financial Statements until the Final Closing Date Net Working Capital Statement and/or Final 2005 Adjusted EBITDA Statement is finally determined, to the extent reasonably necessary, SPG shall and shall cause the FiberVisions Group to (A) provide Hercules and their authorized representatives with reasonable access to the books, records, facilities, and employees of the FiberVisions Group, (B) provide Hercules as promptly as practicable after the delivery of the Closing Date Financial Statements with financial information for the FiberVisions Group for the period ending on the Closing Date, and (C) cooperate fully with Hercules and their authorized representatives.

(d)    If the Final Closing Date Net Working Capital is:

(i)    less than Thirty-Five Million Dollars ($35,000,000) (the “ Working Capital Floor ”), Hercules shall pay to the Company a dollar amount equal to the difference of the Working Capital Floor minus the Final Closing Date Net Working Capital, plus interest on such amount at the Federal Funds Rate from the Closing Date through the date of payment.

(ii)    equal to or greater than the Working Capital Floor, no payment shall be required to be made pursuant to this Section 2.3(d).

(e)    If the Final 2005 Adjusted EBITDA is:

(i)    less than Nineteen Million Two Hundred Ninety-Eight Thousand Dollars ($19,298,000.00) (the “ Adjusted EBITDA Floor ”), Hercules shall pay to the Company, a dollar amount equal to 5.8 times the difference of (1) the Adjusted EBITDA Floor minus (2) the Final 2005 Adjusted EBITDA.  

(ii)    equal to or greater than the Adjusted EBITDA Floor, no payment shall be required to be made pursuant to this Section 2.3(e).

(f)    Any amounts required to be paid pursuant to Section 2.3 shall be paid by wire transfer of immediately available funds to the Company’s account within five business days after the Final Closing Date Net Working Capital and/or Final 2005 Adjusted EBITDA is determined in accordance with Section 2.3.

(g)    Withholding Rights . SPG and the Company shall be entitled to deduct and withhold from the consideration otherwise payable to any Person pursuant to this Section 2 such amounts as it is required to deduct or withhold with respect to the making of such payment under any provision of federal, state, local or foreign tax law. If SPG or the Company so withholds amounts, such amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which SPG or the Company made such deduction or withholding.

SECTION 3.    Representations and Warranties of Hercules and WSP

3.1    Organization; Good Standing; Corporate Power

(a)    Each of the Company and each Subsidiary (collectively, the “ FiberVisions Group ”) is a corporation, limited liability company, partnership or other legal entity duly formed, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization. The FiberVisions Group is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the ownership of property or nature of the business conducted by it makes such qualification necessary. The Company, Hercules and WSP have made available to SPG true and complete copies of the organizational documents of each member of the FiberVisions Group as currently in effect and its organizational record books with respect to actions taken by its shareholders, members, directors and managers, as applicable.

(b)    Each member of the FiberVisions Group has the requisite power and authority, and possesses all licenses and permits necessary, to own or lease and operate the properties and assets owned by it and to conduct the FiberVisions Business conducted by it. Each member of the FiberVisions Group, Hercules and WSP has the requisite power and authority to execute and deliver the Definitive Agreements to which it is a party and to consummate the Transactions. The Definitive Agreements have been or, as applicable, will be as of Closing, duly executed and delivered by the FiberVisions Group, Hercules and WSP, as applicable. The performance by the members of the FiberVisions Group, Hercules and WSP of each of their respective obligations under the Definitive Agreements (as applicable) have been duly and validly authorized by all necessary action or proceeding required to be taken therefor.

(c)    This Agreement and each of the other Definitive Agreements, when executed and delivered by SPG, will constitute valid and legally binding obligations of each of the Company, Hercules and WSP, as applicable, enforceable in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or

3.2    Noncontravention

3.3    Brokers

3.4    Equity Investments

3.5    Financial Statements

3.6    Operations in the Ordinary Course; No Material Adverse Effect

(a)    any change in the assets, liabilities, financial condition or operating results of the FiberVisions Group, except as contemplated by this Agreement including, but not limited to, the transactions set forth in Section 2.3(a);

(b)    any material damage, destruction, casualty or loss (whether or not covered by insurance) to the assets, properties, financial condition, operating results, or business of the FiberVisions Group;

(c)    any increase in the benefits under, or the establishment or amendment of, any bonus, insurance, collective bargaining agreement, severance (including the granting of any severance or termination pay), deferred compensation, pension, retirement, profit sharing, option (including the granting of options, appreciation rights, performance awards or restricted securities awards), securities purchase or other employee benefit plan, or any other increase in the compensation payable or to become payable or otherwise accruing after the date hereof by Hercules, WSP or the FiberVisions Group to any present or former employee of the FiberVisions Group, except for amendments required to be made by Law or ministerial or administrative amendments;

(d)    except as contemplated hereby or as shown on Schedule 3.6(d) , the entry by the FiberVisions Group, other than in the Ordinary Course of Business, into, material modification, termination, or cancellation of any transaction or contract material to the FiberVisions Group, or the entry into any commitment for the same, by the FiberVisions Group;

(e)    except as shown on Schedule 3.6(e) , any transfer, mortgage, pledge, Encumbrance, assignment, sale or disposition by the FiberVisions Group of any portion of its non-current assets;

(f)    any receipt by the FiberVisions Group of written notice that any Contract to which the FiberVisions Group is a party has been or will be canceled or materially altered prior to its expiration date;

(g)    except as shown on Schedule 3.6(g) , any capital expenditure(s) or commitment to make any capital expenditures in the aggregate by the FiberVisions Group in excess of $2,400,000 which items will remain with the FiberVisions Business after the Closing Date;

(h)    any satisfaction or discharge of any Encumbrance or payment of any obligation by the FiberVisions Group, except as shown on Schedule 3.6(h) , or as contemplated by this Agreement;

(i)    except as set forth on Schedule 3.6(i) , any sale, assignment, disposition (in whole or in material part), Encumbrance (other than Permitted Encumbrances), license, sale or transfer of any material Intellectual Property Rights of the FiberVisions Group;

(j)    any resignation or termination of employment of any principal officer of the FiberVisions Group listed on Schedule 3.6(j)(i) (each, a “ Principal Officer ”), or, to Hercules’ Knowledge, any impending resignation or termination of employment of any such Principal Officer, any such resignation or termination to be set forth on Schedule 3.6(j)(ii) ;

(k)    except as shown on Schedule 3.6(k) , any outstanding loans, advancement of money or property, or guarantees made by the FiberVisions Group, to or for the benefit of any current or former employee, officer, manager or director, or any members of their immediate families in excess of $25,000;

(l)    any dividend, setting aside or payment or other distribution in respect of any of the Stock, or any direct or indirect redemption, purchase or other acquisition of any of the Stock by the FiberVisions Group, except as contemplated by this Agreement;

(m)    any material extraordinary losses or waiver of any rights of material value by the FiberVisions Group;

(n)    except as provided in this Agreement or the Option Agreement, any issuance, sale or transfer by any member of the FiberVisions Group of any of its capital stock or other equity securities, securities convertible into its capital stock or other equity securities or warrants, options or other rights to acquire its capital stock or other equity securities, any bonds or debt securities;

(o)    any change in any of the accounting policies, practices or procedures of the FiberVisions Group;

(p)    any amendments or modifications of the organizational documents of any member of the FiberVisions Group;

(q)    any settlement or compromise by the FiberVisions Group of any suit, claim, proceeding or dispute or threatened suit, claim, proceeding or dispute; and

(r)    any authorization, approval, agreement or commitment by any member of the FiberVisions Group to take any of the foregoing actions.

(s)    any adoption of or change to any material Tax election, any change to any annual accounting period, any adoption or change to any accounting method with respect to Taxes, any filing of any amended Tax Return, any entering into any closing agreement, any settlement or compromise of any proceeding with respect to any Tax claim or assessment relating to the FiberVisions Group, any surrender of any right to claim a

(t)    except as set forth on Schedule 3.6(t) , there have been no material changes in customer terms offered by the Company that either extend payment dates or provide for discounts.

3.7    Undisclosed Liabilities

3.8    Legal Compliance

3.9    Tax Matters

(a)    Each of the Company and the Subsidiaries has filed all material Tax Returns as required by Law and has paid all Taxes (whether or not shown to be due on such Tax Returns) owed by the Company and the Subsidiaries by their respective due dates (including extensions thereof). Such Tax Returns are correct and complete in all material respects. The provision for Taxes of the Company and the Subsidiaries as shown in the Most Recent Financial Statements is adequate for taxes due or accrued as of such date in accordance with GAAP, subject to normal recurring year-end adjustments.

(b)    There is no audit exam, notice of deficiency, refund litigation, tax claim, or notice of assessment or proposed assessment pending, or to the Knowledge of the Company, threatened, involving the Company or any of the Subsidiaries, except with respect to tax years 2002 and 2003, which are currently open and subject to audit. Neither the Company nor any Subsidiary has granted or been requested to grant waivers of any statute of limitations applicable to any claim for taxes that are still in effect.

(c)    There are no liens for Taxes with respect to the assets of the Company and the Subsidiaries (except for statutory liens for current Taxes not yet due).

(d)    Each of the Company and the Subsidiaries has complied with all applicable Laws relating to the withholding of Taxes (including withholding of Taxes pursuant to Sections 1441 and 1442 of the Code) and has, within the time and within the manner prescribed by Law, withheld and paid over to the proper taxing authorities all amounts required to be withheld and paid over under all applicable Laws in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other third party.

(e)    No closing agreement pursuant to section 7121 of the Code (or any similar provision of state, local or foreign law) has been entered into by or with respect to the FiberVisions Group.

(f)    No member of the FiberVisions Group has granted any waiver of any federal, state, local or foreign statute of limitations with respect to, or any extension of a period for the assessment of, any Tax.

(g)    Neither the Company nor any of its U.S. Subsidiaries will be required to include any item of income in, or exclude any item of deduction from, taxable income for any taxable period (or portion thereof) ending after the Closing Date as a result of any (A) change in method of accounting for a taxable period ending on or prior to the Closing Date, (B) “closing agreement” as described in Section 7121 of the Code (or any corresponding or similar provision of state or local income Tax law) executed on or prior to the Closing Date, (C) intercompany transactions or any excess loss account described in Treasury Regulations under Section 1502 of the Code (or any corresponding or similar provision of state or local income Tax law), (D) installment sale or open transaction disposition made on or prior to the Closing Date, or (E) prepaid amount received on or prior to the Closing Date.

(h)    Neither the Company nor any U.S. Subsidiary has been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code during the applicable period specified in Section 897(c)(l)(A)(ii) of the Code.

(i)    The FiberVisions Group has not engaged in any transaction that could give rise to (i) a registration obligation with respect to any Person under Section 6111 of the Code or the regulations thereunder, (ii) a list maintenance obligation with respect to any Person under Section 6112 of the Code or the regulations thereunder, or (iii) a disclosure obligation as a “reportable transaction” under Section 6011 of the Code and the regulations thereunder.

(j)    None of the Company’s non-U.S. Subsidiaries is a passive foreign investment company as defined under Sections 1291 and 1298 of the Code. None of the Company’s non-U.S. Subsidiaries has recognized a material amount of Subpart F income as defined in Section 952 of the Code during a taxable year of such Subsidiary that includes but does not end on the Closing Date.

3.10    Real Property

(a)    Schedule 3.10(a) describes all Real Property owned by the Company or any of the Subsidiaries that is used in the FiberVisions Business (the “ Owned Real Property ”). The Company and each Subsidiary listed on Schedule 3.10(a) , as applicable, owns fee simple title to all of the Owned Real Property set forth opposite each parties’ name on Schedule 3.10(a) free and clear of any Encumbrances other than the Debt Financing and Permitted Encumbrances. None of the Owned Real Property is currently leased by any member of the FiberVisions Group to any Affiliate of the Company or to any third party.

(b)    Schedule 3.10(b) lists all of the Real Property leased to the FiberVisions Group (the “ Leased Real Property ” and, together with the Owned Real Property, the “ FiberVisions Real Property ”),

(c)    Except as set forth on Schedule 3.10(c) , there is no Real Property used in the FiberVisions Business that is not listed on Schedule 3.10(a) or Schedule 3.10(b) .

(d)    No Taxes, assessments, water charges or sewer charges relating to any of the Real Property are delinquent and there are no special Taxes, assessments or charges pending or, to the Knowledge of the Company, threatened against any of the Real Property, except for any Taxes that are currently the subject of an ongoing good faith dispute or appeal to the relevant governmental authority.

(e)    All water, sewer, gas, electric, telephone and drainage facilities and other utilities required in the use and operation, in the ordinary course, of the Real Property, currently service the Real Property in such capacities are in compliance with applicable law.

(f)    The Real Property being operated by the FiberVisions Group is maintained in compliance with all building code, zoning and other applicable local, state and federal ordinances, regulations and requirements that affect the use and operation thereof, except where a failure to comply with any such building code, zoning or other applicable local, state or federal ordinance would not have a Material Adverse Effect. Except as set forth on Schedule 3.10(f), no member of the FiberVisions Group has received any written notice of violation of any law, municipal ordinance, Order or requirement having jurisdiction over or affecting the Real Property and which could reasonably be expected to have a material adverse effect on the Real Property as presently used primarily in or held for use by the FiberVisions Business.

(g)    The zoning classification of the various tracts comprising the Real Property permits the use of all and any part of the Real Property for the purposes and in the manner it is currently used. No member of the FiberVisions Group has received any written notice of any pending or contemplated change in the status of the zoning for any of Real Property. No member of the FiberVisions Group has any agreements currently in effect with any county or township in which any of the Real Property is located, or any other entity, public or private, that would prevent the use of any of the Real Property for the conduct of the FiberVisions Business in the ordinary course.

(h)    There are no pending or, to Hercules’ Knowledge, threatened eminent domain proceedings, appropriation or other proceedings involving the taking of any of the Real Property.

3.11    Intellectual Property

(a)    Schedule 3.11(a)(i) hereto sets forth all Registered Intellectual Property Rights owned by (x) the FiberVisions Group or (y) Hercules or WSP or their Affiliates used primarily in or held for use by the FiberVisions Business (the “ Registered Company IP ”). Except as set forth in Schedule 3.11(a)(ii) hereto, (A) the FiberVisions Group owns or possesses a valid license to use or otherwise has the right to use all of the Registered Company IP used in its business as currently conducted or proposed to be conducted, free of all Encumbrances, except for Encumbrances incurred in connection with the Debt Financing and Permitted Encumbrances; (B) all of such Registered Company IP are valid and enforceable, to Hercules’ Knowledge, and have not expired or been abandoned; (C) to Hercules’ Knowledge, such Registered Company IP, and the operation of the FiberVisions Business, do not infringe, misappropriate or otherwise violate (“ Infringe ”) the rights of others and are not being Infringed by others; (D) there is no pending, or to Hercules’ Knowledge, threatened action or Order before any Governmental Entity against the FiberVisions Group with respect to Registered Intellectual Property Rights, excluding any patent, trademark, copyright or domain name applications, and, to Hercules’ Knowledge, there is no valid basis for same; (E) the FiberVisions Group does not share any right, title or interests in or use any material Intellectual Property Rights with Hercules or any Affiliate; and (F) as of the Closing Date, Hercules and its Affiliates will have transferred to the FiberVisions Group Intellectual Property Rights owned or held by any of them primarily for the use or benefit of the FiberVisions Group.

(b)    Except as reflected in the Most Recent Financial Statements or as set forth on Schedule 3.11(b) , no royalties, license fees or other compensation are payable by the FiberVisions Group to any other Person by reason of the ownership or use of any Intellectual Property Rights, and to Hercules’ Knowledge, no member of the FiberVisions Group has received written notice from any Person claiming any obligation or liability of any member of the FiberVisions Group (including any cease and desist letter or request to take a license) with respect to Intellectual Property Rights.

(c)    Except as set forth on Schedule 3.11(c) , to Hercules’ Knowledge, none of the FiberVisions Group’s or any Stockholders’ officers, contractors, agents or employees has any claims whatsoever (whether direct, indirect or contingent) of right, title or interest in or to any of the Registered Company IP; nor, to Hercules’ Knowledge, are any of such individuals precluded by an agreement from engaging in any business which any member of the FiberVisions Group proposes to conduct as of the Closing Date. The FiberVisions Group takes all reasonable actions to protect and maintain their Registered Company IP and their ownership hereof.

(d)    Except as set forth in Schedule 3.11(d) , there is, to Hercules Knowledge, no unregistered Intellectual Property Rights material to the Company and the Subsidiaries, taken as a whole, and (i) used in the operation of the FiberVisions Business, which Infringes the rights of others, and (ii) essential to the operation of the FiberVisions Business, which are being Infringed by others.

(e)    Schedule 3.11(e)(i) sets forth (i) all registrations being pursued but not yet obtained or issued and (ii) all applications for registration of patents, trademarks, copyrights and domain names

3.12    Capitalization of the Company and its Subsidiaries

(a)    Capitalization . As of the date hereof: (i) the authorized capital stock of the Company, and number of shares of each class of capital stock that is issued and outstanding, are set forth on Schedule 3.12(a) ; and (ii) except as set forth on Schedule 3.12(a) , or as contemplated by this Agreement or the Stockholders Agreement, there are no outstanding equity or convertible securities of the Company or options, warrants, subscriptions, convertible debentures or other rights, commitments or any other similar agreements for the purchase of any capital stock of the Company. As of the Closing Date: (i) the only outstanding equity interests in the Subsidiaries are set forth on Schedule 3.12(a) ; and (ii) except as set forth on Schedule 3.12(a) , or as contemplated by this Agreement or the organizational documents of the Subsidiaries, there are no outstanding equity or convertible securities of the Subsidiaries or options, warrants, subscriptions, convertible debentures or other rights, commitments or any other similar agreements for the purchase of any equity interests from the Subsidiaries. All Subsidiaries of the Company are set forth on Schedule 1.3 .

(b)    Anti-Dilution . Except as contemplated by this Agreement, the Stockholders Agreement, the Certificate of Incorporation of the Company or as disclosed on Schedule 3.12(b) attached hereto, there are no anti-dilution or price adjustment provisions contained in any of the Stock issued by any member of the FiberVisions Group (or in any agreement providing rights to Stockholders) that will be triggered by the transfer of the Hercules Shares.

(c)    Voting Agreements, etc. Other than as set forth in the Stockholders Agreement, there are no voting trusts or agreements, stockholders agreements, pledge agreements, buy-sell agreements, transfer restrictions, rights of first refusal, rights of first offer, calls, preemptive rights, proxies relating to the equity interests of any member of the FiberVisions Group (whether or not such Person is a party thereto) or other rights or other agreements or commitments of any character obligating any such Person to issue, purchase, transfer or sell any of the equity interests.

(d)    Registration Rights . Except as set forth on Schedule 3.12(d) , no Person has any right to cause the Company to effect the registration under the Securities Act of 1933, as amended (the “ Securities Act ”) of any of the Stock.

(e)    Valid Issuances . All outstanding shares of Stock are, or upon issuance against consideration therefor will be, duly and validly authorized, validly issued, fully paid and non-assessable.

3.13    Issuance of Securities

3.14    Required Consents; Approvals

3.15    Contracts

3.16    Insurance

3.17    Environmental Matters

3.18    Litigation

3.19    Employment Relations

(a)    Except as set forth on Schedule 3.19(a)(i) , (i) each member of the FiberVisions Group is in material compliance with all federal, state or other applicable laws, respecting employment and employment practices, safety, terms and conditions of employment and wages and hours, and, to Hercules’ Knowledge, has not and is not engaged in any unfair labor practice and has not been advised of any effort to organize any of the Company’s work force for collective bargaining purposes, (ii) none of the members of the FiberVisions Group have or maintain written employment or consultation agreements with any employee of, or consultant to, any member of the FiberVisions Group (other than those employment and consultant agreements, including national agreements, listed on Schedule 3.19(a)(ii) ), and (iii) none of the members of the FiberVisions Group extend any perquisite or benefits to any employee or consultant other than the perquisites and benefits described in Sections 3.15, 3.19 or 3.20 hereto.

(b)    No member of the FiberVisions Group maintains or sponsors any defined benefit pension plan covered by Title IV of ERISA nor has any member of the FiberVisions Group ever participated in any multi-employer pension trust (Taft Harley pension plan). Except as set forth on Schedule 3.20(a) , no member of the FiberVisions Group on its own, or together with any other member of the FiberVisions Group, maintains or is it a contractual party to any welfare benefit plan as defined in Title I of ERISA other than its participation in Hercules sponsored welfare benefit plans.

3.20    Employee Benefit Plans

(a)    Schedule 3.20(a) contains a true and complete list of each “employee benefit plan” within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended (“ ERISA ”), except for employee benefit plans as to which the expenses and liabilities thereunder could not exceed $25,000 in any one year, including, without limitation, all severance, bonus, equity compensation, pension, retirement, insurance, collective bargaining, profit sharing, medical, vision, hearing, dental, prescription drug, health, life insurance, disability, flexible benefit, employee assistance, employee loan, tuition reimbursement, dependent care assistance, pre-paid legal, employment, consulting, retention, change of control, deferred compensation, incentive compensation, stock purchase, stock option or fringe benefit plans, agreements, programs, policies or other arrangements or understandings, whether or not subject to ERISA (including any funding mechanism therefor now in effect or required in the future as a result of the transactions contemplated by this Agreement or otherwise) whether written or unwritten, formal or informal, legally binding or not, under which (i) any current or former employee, officer, director or independent contractor of the Company or of any other member of the FiberVisions Group (the “ Group Employees ”) has any present or future right to benefits and which are contributed to, sponsored by or maintained by any member of the FiberVisions Group or of the Company Group (as defined below), or (ii) any member of the FiberVisions Group or of the Company Group has had or has any present or future liability providing benefits for any Group Employee. Each such plan, agreement, program, policy and arrangement (including any such arrangement contained within the provisions of an individual employment or consulting agreement and employee benefit plans as to which the expenses and liabilities thereunder could not exceed $25,000 in any one year) shall each be referred to as a “ Plan ”.

(b)    With respect to each Plan, except for employee benefit plans as to which the expenses and liabilities thereunder could not exceed $25,000 in any one year, Hercules has delivered or otherwise made available to SPG, or its advisers or representatives, true and complete (i) copies of all plan documents (including all amendments), trust documents, employee benefit insurance contracts and summary plan descriptions.

(c)    Each Plan hereto has at all times been maintained and administered in all material respects in accordance with its terms and the applicable requirements of the Code, ERISA and any other applicable Law. Except as set forth on Schedule 3.20(c) , (i) no event has occurred and no condition exists that would subject the Company or any other member of the FiberVisions Group by reason of their affiliation with any member of their controlled group of organizations (within the meaning of Section 414(b), (c), (m) or (o) of the Code) (collectively, the “ Company Group ”) to any tax, fine, lien, penalty or other liability imposed by ERISA, the Code or other applicable Law, (ii) no “reportable event” (as such term is defined in Section 4043 of ERISA) that could reasonably be expected to result in liability has occurred with any Plan, and (iii) no nonexempt “prohibited transaction” (as such term is defined in Section 406 of ERISA and Section 4975 of the Code) has occurred with respect to any Plan.

(d)    Except as set forth on Schedule 3.20(d) , no member of the FiberVisions Group or of the Company Group (i) now maintains or has ever maintained a plan (whether or not identified on Schedule 3.20(a) ) that is subject to Title IV of ERISA (each, a “ Title IV Plan ”), (ii) participates in, contributes to, or at any

(e)    All material contributions required to have been made to any Plan or Title IV Plan by any member of the FiberVisions Group or any member of the Company Group have been made within the time required by the Plan or Title IV Plan and applicable Law.

(f)    Except as set forth on Schedule 3.20(f) , there are (i) no material actions, suits, negotiations, demands, proposals, investigations, proceedings or claims pending, or to Hercules’ Knowledge, threatened (other than routine claims for benefits) with respect to any Plan or Title IV Plan, (ii) no written or oral communication has been received from the Pension Benefit Guaranty Corporation (the “ PBGC ”) in respect of any Title IV Plan concerning the funded status of any such plan or any transfer of assets and liabilities from any such plan in connection with the transactions contemplated herein, and (iii) no administrative investigation, audit or other administrative proceeding by the Department of Labor, the PBGC, the Internal Revenue Service or other governmental agencies are pending, threatened or in progress (including, without limitation, any routine requests for information from the PBGC).

(g)    Except as set forth on Schedule 3.20(g) , no plan exists that, as a result of the execution of this Agreement, shareholder approval of this Agreement, or the transactions contemplated by this Agreement (whether alone or in connection with any subsequent event(s)), could result in: (i) severance pay or any increase in severance pay upon any termination of employment after the date of this Agreement, (ii) accelerate the time of payment or vesting or result in any payment or funding (through a grantor trust or otherwise) of compensation or benefits under, increase the amount payable or result in any other material obligation pursuant to, any of the Plans, (iii) limit or restrict the right of any member of the FiberVisions Group to merge, amend or terminate any of the FiberVisions Group sponsored Plans, (iv) cause any member of the FiberVisions Group to record additional compensation expense on its income statement with respect to any outstanding stock option or other equity-based award, or (v) result in payments under any of the Plans which would not be deductible under Section 280G of the Code.

(h)    No member of the FiberVisions Group, or any member of the Company Group has any unpaid civil liability under Section 502(l) of ERISA.

(i)    Each Plan that is intended to be qualified under Section 401(a) of the Code has received a favorable determination letter that is currently effective as to such qualification from the Internal Revenue Service, or is entitled to rely on a favorable opinion letter that is currently effective issued by the Internal Revenue Service to a prototype plan sponsor. Neither the Company, nor any member of the Company Group knows of an event that has occurred, either by reason of any action or failure to act, which would cause any such Plan not to be so qualified under Section 401(a) of the Code.

(j)    Schedule 3.20(j) lists open relocation cases for which the Company has accrued expenses.

3.21    Transactions with Interested Persons

3.22    Customers and Suppliers

3.23    Inventory

3.24    Accounts Receivable; Accounts Payable

(a)    The Company, Hercules and WSP have delivered to Buyer schedules of the FiberVisions Group’s accounts receivable as of the date of the balance sheet included in the Most Recent Financial Statements (the “ Receivables ”) showing the amount of each such Receivable and an aging of amounts due thereunder (the “ Receivables Schedules ”), which schedules are true and complete as of that date. Except as provided for in the allowance for doubtful accounts (such allowance having been determined in accordance with Company policies consistently applied), all Receivables which are reflected on the balance sheet included in the Most Recent Financial Statements (i) are valid, (ii) represent monies due for goods sold and delivered or services rendered in the ordinary course of business, (iii) are not subject to any material refunds or material adjustments or any material

(b)    The accounts payable of FiberVisions Group reflected or on the balance sheet included in the Most Recent Financial Statements arose from bona fide transactions in the ordinary course of business.

3.25    Bank Accounts

3.26    Title

3.27    Asbestos

3.28    Former Business Transactions

3.29    Survival of Representations

SECTION 4.    Representations, and Warranties of SPG

4.1    Organization; Good Standing; Corporate Power

(a)    SPG is a limited liability company duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation, as set forth in Schedule 4.1 , and is duly qualified to do business and is in good standing under the laws of each jurisdiction in which the ownership of property or nature of the business conducted by it makes such qualification necessary.

(b)    SPG has the requisite power and authority to execute and deliver the Definitive Agreements and to consummate the Transactions. The Definitive Agreements have been or, as applicable, will be as of Closing, duly executed and delivered by SPG. The performance by SPG of its obligations under the Definitive Agreements have been duly and validly authorized by all necessary action or proceeding required to be taken therefor.

(c)    This Agreement and each of the other Definitive Agreements, when executed and delivered by the Company, Hercules and WSP (as applicable), will constitute valid and legally binding obligations of SPG, enforceable in accordance with their respective terms, except as may be limited by (i) applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application relating to or affecting the enforcement of creditors’ rights generally, (ii) applicable federal or state securities law limiting rights of indemnification, and (iii) the effect of rules of law governing the availability of equitable remedies.

4.2    Noncontravention

4.3    Investment

4.4    Knowledge

4.5    Accredited Investor

4.6    Accuracy of Certain Information

4.7    Brokers

4.8    Required Consents; Approvals

4.9    Survival of Representations

SECTION 5.    Covenants

5.1    Conduct of the Business

(a)    The Company, Hercules and WSP covenant and agree that, before the Closing Date, unless SPG shall otherwise consent in writing or as otherwise contemplated by this Agreement or as set forth in Schedule 5.1 hereto, no member of the FiberVisions Group shall take any action, which, if taken prior to the date hereof and not set forth on the schedules referenced in Section 3, would cause a representation in Section 3 to be untrue, including, that the Company shall continue to make capital expenditures in the ordinary course consistent with Schedule 3.6(g) . Notwithstanding anything herein to the contrary, no matter set forth in Schedule 5.1 hereto shall be a breach of the representations and warranties set forth in Section 3 hereof.

(b)    SPG covenants and agrees that after the Closing Date: (i) it will cause the Company to comply with all of its obligations and agreements under the Definitive Agreements so long as SPG controls the Company, subject to applicable Law; and (ii) in the event that SPG no longer controls the Company, it shall use commercially reasonable efforts to cause the Company to comply with all of its obligations and agreements under the Definitive Agreements.

5.2    Payment of Earnout to Hercules

(a)    Fiscal 2006 Earnout Payment . For fiscal 2006, the Company shall pay to Hercules the amount (each of (i) and (ii) herein, the “ Earnout Payment ”) of (i) $5,000,000 if the Earnout EBITDA (as defined below) exceeds $22,000,000 and (ii) to the extent that the Earnout EBITDA exceeds $25,000,000, for any excess, an amount equal to the Earnout EBITDA in excess of $25,000,000 multiplied by five (5), up to a maximum Earnout Payment of $20,000,000. The Earnout Payment for fiscal 2006 shall be paid to Hercules within thirty (30) days after the amount of the Earnout EBITDA has been determined in accordance with this Section 5.

(b)    Fiscal 2007 Earnout Payment .

(i)    For fiscal 2007, the Company shall pay to Hercules an Earnout Payment equal to the product of the amount of any excess of the Earnout EBITDA in excess of $27,000,000 multiplied by four (4) up to a maximum Earnout Payment of $20,000,000. The amount of the Earnout Payment for fiscal 2007, which shall be paid to Hercules on December 15, 2007, shall be based on an estimated Earnout EBITDA (“ Estimated Earnout EBITDA ”) calculated from the Projections of the Company, subject to adjustment as set forth in Section 5.2(b)(iii) below. Copies of the Projections prepared by the Company setting forth its computation of the Estimated Earnout EBITDA for fiscal 2007 shall be submitted in writing to Hercules by November 20, 2007, and unless Hercules notifies the Company within ten (10) days after receipt of the Projections that it objects to the computation of the Estimated Earnout EBITDA set forth therein, the Projections and the

(ii)    If Hercules notifies the Company as set forth in Section 5.2(b)(i) above, that it objects to the computation of the Estimated Earnout EBITDA set forth in the Projections, the amount of the Estimated Earnout EBITDA shall be determined by negotiation between Hercules and SPG. If Hercules and SPG are unable to reach agreement within ten (10) days after such notification, the amount of the Estimated Earnout EBITDA to be paid to Hercules, subject to adjustment as set forth in Section 5.2(b)(iii) below, shall be the amount of the Earnout EBITDA for the ten-month period ended October 31, 2007 calculated from the unaudited financial statements for such period multiplied by 1.2.

(iii)    Within five (5) business days after the Final Earnout EBITDA (as defined below) for fiscal 2007 has been determined as set forth in Section 5.2(c)(iii) below and if the Final Earnout EBITDA differs from the Estimated Earnout EBITDA, then the Earnout Payment made to Hercules for fiscal 2007 shall be adjusted in accordance with the calculation set forth in Section 5.2(b)(i). If the Final Earnout EBITDA is greater than the Estimated Earnout EBITDA, the Company shall pay Hercules an amount of cash equal to the difference calculated in accordance with Section 5.2(b)(i). If the Final Earnout EBITDA is less than the Estimated Earnout EBITDA, Hercules shall refund the Company an amount of cash equal to the difference calculated in accordance with Section 5.2(b)(i).

(c)    General Provisions for Earnout Payments

.

(i)    For purposes of this Agreement, “ Earnout EBITDA ” for any fiscal year shall have the meaning and be computed in the manner set forth in Schedule 5.2 attached hereto.

(ii)    The Earnout EBITDA of the Company for fiscal 2006 and 2007 shall be determined promptly after the close of each fiscal year by an audit conducted by the Company’s independent registered public accountants unless the parties agree to a mutually agreeable third-party firm of independent registered public accountants (either, the “ Earnout Accountant ”); provided, however, that the parties need not select the Earnout Accountant that calculates the 2006 Earnout Payment for purposes of calculating the 2007 Earnout Payment. If the Company and Hercules are unable to agree on the Earnout Accountant within five (5) business days, then the independent registered public accountants for each of the Company and Hercules, shall determine the Earnout Accountant. Copies of the Earnout Accountant’s report setting forth its computation of the Earnout EBITDA for each fiscal year shall be submitted in writing to Hercules and the Company as soon as practicable, and, unless either Hercules or the Company notifies the other within forty-five (45) days after receipt of such reports that it objects to the computation of the Earnout EBITDA set forth therein, the report shall be binding and conclusive for the purposes of this Agreement. The Company and Hercules shall have access to the books and records of the Company and to the Earnout Accountant’s workpapers during regular business hours to verify the computation of Earnout EBITDA made by the Earnout Accountant.

(iii)    If either Hercules or the Company notifies the other in writing within forty-five (45) days after receipt of the Earnout Accountant’s report that it objects to the computation of the Earnout EBITDA set forth therein, the amount of the Earnout EBITDA for the fiscal year to which such report relates shall be determined by negotiation between Hercules and the Company. If Hercules and the Company are unable to reach agreement within thirty (30) business days after such notification, the determination of the amount of the Earnout EBITDA for the period in question shall be submitted to the Earnout Accountant for determination, whose determination shall be binding and conclusive on the parties (the “ Final Earnout EBITDA ”). The disputing party shall pay the Earnout Accountant’s fees, costs and expenses, unless the Earnout Accountant determines that the Earnout EBITDA has been understated or overstated by less than ten percent (10%). In the event that the Earnout Accountant determines that the Earnout EBITDA has been understated or overstated by less than ten percent (10%), then the Company shall pay the Earnout Accountant’s fees, costs and expenses.

(iv)    Intentionally Omitted.

(v)    Notwithstanding any of the foregoing, in the event that the Company is not able to pay all or any portion of the Earnout Payments for fiscal 2006 or 2007 in accordance with this Section 5.2 because of the terms of the Debt Financing or otherwise, the Company shall issue a negotiable Term Note or Term Notes with the terms set forth on Schedule 5.2(c)(v) . The Company shall use its commercially reasonable efforts to repay any such Term Note(s).

(vi)    The obligations of the Company set forth in this Section 5.2 shall inure to the benefit of Hercules and be binding on any of the Company’s successors or assigns.

(vii)    SPG shall not be permitted to set off any amount to which it may be entitled under this Agreement.

(viii)    Any amount payable by Hercules and WSP under Section 8 may be set off against amounts otherwise payable under this Section 5.2 and shall correspondingly reduce the amounts payable under this Section 5.2.

(ix)    All payments made under this Section 5.2 shall be made by wire transfer of immediately available funds as directed by the receiving party.

(d)    Any Earnout Payments shall be treated as an adjustment to the Redemption Price for tax purposes, unless otherwise required by applicable law.

5.3    Debt Financing

5.4    Regulatory Filings and Approvals

5.5    Stockholders Agreement

5.6    Transition Services Agreement

5.7    Option Agreement

5.8    Transaction Costs

5.9    Resignations

5.10    Non-Competition

(a)    Hercules and WSP Non-Competition .

(i)    As of the Closing Date, neither Hercules nor WSP shall, directly or indirectly (including through Affiliates), engage in the Competing Business, except with the approval of the Company, or as otherwise provided in Schedule 5.10 hereto, until the fifth anniversary of the Closing Date.

(ii)    Neither Hercules nor WSP shall be in violation of this Section 5.10, if Hercules, WSP or any of their Affiliates, own, directly or indirectly, solely as an investment, securities of any Person engaged in the Competing Business that are traded on a national securities exchange or the Nasdaq Stock Market (or a recognized securities exchange outside of the United States of America) if Hercules, WSP or any of their Affiliates, as the case may be, (x) is not a controlling Person or a member of a group that controls such Person and (y) does not, directly or indirectly, own more than 5% or more of the voting securities of such Person.

(iii)    Notwithstanding anything in this Section 5.10(a) to the contrary, neither Hercules nor WSP shall be in violation of the provisions herein if Hercules, WSP, or any of their Affiliates (in any such case, a “ Purchasing Person ”) after the Closing Date purchases the equity or assets of, or otherwise becomes affiliated with or participates in any enterprise engaged in the Competing Business, if less than ten percent (10%) of the gross revenues of such enterprise for the most recently completed fiscal year (the “ Gross Revenues ”) were derived from the Competing Business. In the event that ten percent (10%) or more of the Gross Revenues were derived from the Competing Business, then neither Hercules nor WSP shall be in violation of the provisions herein (notwithstanding anything in this Section 5.10(a) to the contrary), so long as the Purchasing Person shall use commercially reasonable efforts to divest, as soon as reasonably practicable (and in any event within less than one year of the date of purchase), all its interest in such enterprise relating to the Competing Business so that the Purchasing Person shall no longer have any Gross Revenues derived from the Competing Business. With respect to any divestiture pursuant to the immediately preceding sentence, the Purchasing Person shall provide written notice (the “ Divestiture Notice ”) to the Company, which notice shall set forth the proposed amount and form of consideration to be paid for the Competing Business to be divested and all other material terms and conditions of the proposed divestiture. The Company shall have the option, exercisable within 90 days of receipt of the Divestiture Notice, to elect to buy the Purchasing Person’s interest in the Competing Business proposed to be divested at the price and on the terms and conditions set forth in the Divestiture Notice by delivery of a written notice to the Purchasing Person (the “ Election Notice ”), which notice shall constitute the binding agreement of such other party to purchase all of such divestiture at the price and on the terms and conditions set forth in the Election Notice. If an Election Notice to the Purchasing Person is not delivered within 90 days after the receipt of the Divestiture Notice, the Purchasing Person may sell the business described in the Divestiture Notice at a price that is not less than the price (and on other terms and conditions that are not more favorable to the purchaser than as) set forth in the Divestiture Notice.

(iv)    Notwithstanding anything in this Section 5.10(a) to the contrary, if after the Closing Date a Person acquires (whether by merger, purchase or otherwise) more that fifty percent (50%) of the outstanding equity interests of Hercules or of the then total assets of Hercules and such Person, directly or indirectly, is engaged in, or later becomes engaged in, a Competing Business, then: (A) if less than ten percent (10%) of the Gross Revenues of such Person are derived from the Competing Business, such Person may, at its option, retain its interest in the Competing Business or (B) if more than ten percent (10%) of the Gross Revenues of such Person are derived from the Competing Business, such Person shall either use commercially reasonable efforts to divest, as soon as reasonably practicable (and in any event within less than one year of the date of acquisition), all of its interest in the Competing Business; provided that such Person shall first provide the Company with a right of refusal with respect to such Competing Business as if such right was exercised pursuant to the terms and conditions set forth in clause (iii) above or all of its interest in the FiberVisions Group, subject to Section 7.2 of the Stockholders Agreement; provided, however, that SPG may elect (at its sole discretion) to grant a waiver to such Person from this Section 5.10 whereby such Person shall be permitted (to the extent of applicable law) to retain its interest in the Competing Business or otherwise require such Person to retain its interests in the Company. In the case event that a

(b)    If a final judgment of a court or tribunal of competent jurisdiction determines that any term or provision contained in this Section 5.10 is invalid or unenforceable, then the parties agree that the court or tribunal will have the power to reduce the scope, duration or geographic area of the term or provision, to delete specific words or phrases or to replace any invalid or unenforceable term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision. This Section 5.10 will be enforceable as so modified after the expiration of the time within which the judgment may be appealed. This Section 5.10 is reasonable and necessary to protect and preserve the parties’ legitimate business interests and the value of the Stock and to prevent any unfair advantage conferred on another party.

5.11    Intentionally Omitted

5.12    Amendment to Credit Agreement

5.13    Efforts to Consummate

5.14    Further Assurances

5.15    Non-Solicitation; Non-Hire

(a)    For a period of two years after the Closing Date, Hercules, WSP and SPG, and any of their Affiliates shall not, directly or indirectly, on their own behalf or on behalf of any other Person, solicit the employment of, or hire, any employee of the FiberVisions Group whose names appear on Schedule 5.16 , except that nothing in this Section 5.15 shall prohibit Hercules, WSP or SPG, or any of their Affiliates, from hiring or soliciting the employment of any Person (other than the employees of the FiberVisions Group listed on Schedule 5.15 hereto (the “ Executive Officers ”)) who responds to a general solicitation not directed solely at such employees so long as such solicitation occurs at least three months after the Closing.

(b)    Hercules, WSP and SPG acknowledge that the remedy at law for breach of the provisions of this Section 5.15 shall be inadequate and that, in addition to any other remedy a party may have, it shall be entitled to an injunction restraining any breach or threatened breach, without any bond or other security being required and without the necessity of showing actual damages. If any court construes the covenant in this Section 5.15, or any part of this Section 5.15, to be unenforceable in any respect, the court may reduce the duration or area to the extent necessary so that the provision is enforceable, and the provision, as reduced, shall then be enforced.

5.16    Employee Matters

(a)    Commencing as of the Closing Date and continuing through June 30, 2006, the Company agrees to continue to provide, or cause one of its Affiliates to continue to provide, the active employees of the FiberVisions Group who are employed as of the Closing Date (other than any such employees who are on long-term disability and are not expected to return to employment within six months of the Closing Date) and listed in Schedule 5.16 (the “ Transferred Employees ”) with base salaries or wage levels and employee welfare benefits that are comparable, in the aggregate, to the base salaries, wage levels and employee welfare benefits (other than with respect to equity awards or incentives, bonuses, severance, retiree medical benefits or benefits under a defined benefit pension plan) that were provided to the Transferred Employees as of the date hereof; provided, that, each Transferred Employee who is on short-term disability or on any other leave will continue to be an active employee of the FiberVisions Group and will continue to receive and be provided with welfare benefits under the Plans maintained by Hercules or any of its Affiliates (other than any member of the FiberVisions Group) until such time as the Transferred Employee recommences active employment with the Company or any other member of the FiberVisions Group and that if, and only if, any such Transferred Employee recommences active employment with the Company or any other member of the FiberVisions Group within six months following the Closing Date then the

(b)    The Company, as of the Closing Date, agrees to enter into an employee lease agreement between the Company and Hercules GmbH and Hercules Italia SpA for the services of Ralf Gantner and Gianluca Prinzi in the form of Employee Lease Agreement as attached hereto as Exhibit F .

(c)    Except as otherwise provided in the Transitions Services Agreement or this Section 5.16, as of the Closing Date, each Transferred Employee shall (except as otherwise provided by Law) cease participating in the Plans and each shall be eligible to participate in those employee benefit plans established by the Company or one of its Affiliates, from time to time, for the benefit of similarly situated employees. Hercules (in its capacity as Plan Sponsor) shall cause the Plan Administrator of the Pension Plan of Hercules (the “ Pension Plan ”) to implement the following provisions as it applies to the Pension Plan effective on the Closing Date and expiring five (5) years after the Closing Date:

(i)    For participants in the Pension Plan on the date immediately prior to the Closing Date who become Transferred Employees, Hercules shall continue to credit service equal to Company continuous service thereafter for purposes of vesting of benefits accrued as of the Closing Date and for purposes of eligibility to receive such benefits.

(ii)    Such crediting of service shall cease for any Transferred Employee the earlier of (1) 5 years from the Closing Date, (2) full vesting is achieved, (3) service for eligibility no longer has an impact on the benefit entitlement or (4) the date such Transferred Employee experiences a break in continuous service with the Company or one of its Affiliates prior to 5 years following Closing.

(iii)    The Transferred Employees who at Closing are eligible to retire under Normal Retirement, Early Retirement, Reduced Early Retirement or Delayed Pension provisions of the Pension Plan, and the Transferred Employees who become eligible under any of these types of pensions as a result of Section 5.16(c) shall retain the same rights for post retirement healthcare and group life benefits as any similarly situated active employee of Hercules as of the date hereof with such eligibility determination based on Plan provisions in effect at the date pension benefits become effective.

(d)    Without limiting the generality of Section 5.16(c), each Transferred Employee who is a participant in the Hercules Incorporated Savings and Investment Plan (the “ Hercules Savings Plan ”) shall cease to be an active participant under such plan effective as of the Closing Date and Hercules, or one of its Affiliates (other than any member of the FiberVisions Group), shall cause each such participant to become fully vested in his or her account balances in the Hercules Savings Plan effective as of the Closing. As soon as practicable after the Closing Date, the Company shall establish, or shall cause one of its Affiliates to establish, a defined contribution plan that is intended to be qualified under Section 401(a) of the Code (the “ Company Savings Plan ”) in which the Transferred Employees shall be eligible to participate. As soon as practicable, and in no event later than 60 days following the Closing Date or, if later, the date on which the Company Savings Plan is established, Hercules, or one of its Affiliates (other than any member of the FiberVisions Group), shall cause the Hercules Savings Plan to transfer to the Company Savings Plan, and the Company agrees to cause the Company Savings Plan to accept, the account balance (including promissory notes evidencing all outstanding loans, any materials relating to any qualified domestic relations orders pursuant to Section 414(p) of the Code, and all Hercules common stock accounts) of each Transferred Employee under the Hercules Savings Plans as of the date next preceding the date of transfer.

(e)    No provision of this Section 5 shall create any third party beneficiary rights in any Transferred Employee or Group Employee (including any beneficiary or dependent of any Transferred Employee or Group Employee) or any