(b)                                  the Company shall duly adopt the amended and restated bylaws attached hereto as Annex A (the “ Amended and Restated Bylaws ”) and deliver to the Investor a certified copy thereof, as the Company’s bylaws in effect as of the Closing;

(c)                                   the Company shall file with the Secretary of State of the State of Delaware the certificate of designation containing the provisions in the form attached hereto as Annex B (the “ Certificate of Designation ”) creating a series of one share of preferred stock designated as Series A Preferred Stock;

(d)                                  the Company shall deliver to the Investor certified copies of the Company’s certificate of incorporation and or any document amendatory or supplemental thereto including the Certificate of Designation, each as in effect at the Closing;

(e)                                   the Company shall deliver the Series A Preferred Share (the “ Preferred Share ”) to the Investor;

(f)                                     the Company shall execute and deliver the warrant attached hereto as Annex C (the “ Warrant ”, and together with the Preferred Share, the “ Issued Securities ”) to the Investor;

(g)                                  the Company and the Investor shall each execute and deliver to the other party the registration agreement attached hereto as Annex D (the “ Registration Rights Agreement ”);

(h)                                  the Company and an Affiliate of the Investor shall each execute and deliver to the other party the consulting agreement attached hereto as Annex E (the “ Consulting Agreement ”);

(i)                                      the Company and each of Brian Urbanek, Jason Neimark, Douglas Werking, Thomas Taylor and Donald Mueller shall each execute and deliver to the other party an indemnification agreement substantially in the form attached hereto as Annex F ;

(j)                                      the Company shall deliver to the Investor the Indemnification Subordination Agreements attached hereto as Annex G ;

(k)                                   the Company shall deliver to the Investor certified copies of the resolutions duly adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the transactions contemplated hereby;

(l)                                      the Company shall deliver to the Investor certified copies of the resolutions duly adopted by the boards of directors of each Subsidiary of the Company (as applicable) authorizing the transactions contemplated hereby and the execution, delivery and performance of any agreements executed by such subsidiary in connection therewith;

(m)                                the Company shall deliver to the Investor copies of all governmental consents, approvals and filings required in connection with the consummation of the transactions hereunder pursuant to the laws of Delaware; and

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(n)                                  the Company shall reimburse the Investor and its Affiliates (together, the “ Investor Parties ”) for the fees, costs and expenses incurred by the Investor Parties as described in Section 3.8 hereof.

Section II

REPRESENTATIONS AND WARRANTIES

2.1           Representations and Warranties of the Company .  The Company represents and warrants to the Investor that as of the date hereof and as of the Closing Date (or such other date specified herein):

(a)                                   Organization, Authority and Significant Subsidiaries .  The Company is a corporation duly organized, validly existing and in good standing under the laws of Delaware and is qualified to do business in every jurisdiction in which its ownership of property or conduct of business requires it to qualify.  The Company possesses all requisite corporate power and authority and all material licenses, permits and authorizations necessary to own and operate its properties, to carry on its business as now conducted and presently proposed to be conducted and to carry out the transactions contemplated by this Agreement.  Each Subsidiary of the Company has been duly organized and is validly existing in good standing under the laws of its jurisdiction of organization.

(b)                                  Capitalization .

(i)                                      The authorized capital stock of the Company consists of (a) 5,000,000 shares of preferred stock and (b) 100,000,000 shares of Common Stock.  As of January 23, 2008 (the “ Common Stock Capitalization Date ”), zero shares of preferred stock were issued and outstanding and 36,323,698 shares of Common Stock were issued, of which 36,184,053 were outstanding.  The 36,323,698 shares of issued Common Stock includes 139,645 shares of Common Stock held by the Company in its treasury account and 250,000 shares of restricted Common Stock held for the benefit of Mr. William M. Lasky.  As of the Common Stock Capitalization Date, there were outstanding (i) options to purchase 549,525 shares of Common Stock, (ii) stock appreciation rights to acquire 809,051 shares of Common Stock, (iii) deferred rights to acquire 8,750 shares of Common Stock, (iv) restricted stock units to acquire 217,883 shares of Common Stock and (v) restricted stock awards to acquire 250,000 shares of Common Stock (as described in the preceding sentence). The outstanding shares of Common Stock have been duly authorized and are validly issued and outstanding, fully paid and nonassessable, and subject to no preemptive rights (and were not issued in violation of any preemptive rights).  Except as set forth above or in connection with this Agreement, as of the Closing Date, there are no shares of Common Stock reserved for issuance, the Company does not have outstanding any securities providing the holder the right to acquire Common Stock and the Company does not have any commitment to authorize, issue or sell any Common Stock.  Since the Common Stock Capitalization Date, the Company has not issued any shares of Common Stock, other than upon the exercise of stock options or delivered under awards granted under the Company’s 2005 Incentive Award Plan, as amended and restated effective September 22, 2008.  As of the Closing Date, the Company is not subject to any obligation (contingent or otherwise) to

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repurchase or otherwise acquire or retire any shares of its capital stock or any warrants, options or other rights to acquire its capital stock.

(ii)                                   There are no statutory or contractual stockholder’s preemptive rights or rights of refusal with respect to the issuance of the Warrant or the issuance of Common Stock upon exercise of the Warrant.  The offer and issuance of the Warrant does not require registration or qualification under the Securities Act of 1933, as amended (the “ Securities Act ”), or applicable state securities laws.  To the best of the Company’s knowledge, there are no agreements in effect between the Company’s stockholders with respect to the voting or transfer of the Company’s capital stock, except for the Amended and Restated Registration Rights Agreement, dated January 31, 2005, by and among the Company and the stockholders listed on the signature pages thereto.

(c)                                   Preferred Share .   The Company has adopted, executed and filed the Certificate of Designation in the form attached hereto as Annex A with the Secretary of State of the State of Delaware, and such Certificate of Designation is in full force and effect.  The Preferred Share has been duly and validly authorized, and, when issued and delivered pursuant to this Agreement, the Preferred Share will be duly and validly issued, fully paid and non-assessable, free from all taxes, liens and charges and will not be subject to preemptive rights of any other stockholders of the Company.  The Preferred Share was issued without violation of any applicable law or governmental regulation.  The Company has not adopted or filed any other document designating terms, relative rights or preferences of its preferred stock other than the Certificate of Designation.

(d)                                  The Warrant and Warrant Shares .  The Warrant has been duly authorized and, when executed and delivered as contemplated hereby, will constitute a valid and legally binding obligation of the Company in accordance with its terms, and the shares of Common Stock issuable upon exercise of the Warrant (the “ Warrant Shares ”) have been duly authorized and reserved for issuance upon exercise of the Warrant and when so issued will be validly issued, fully paid and non-assessable, free from all taxes, liens and charges and will not be subject to preemptive rights of any other stockholders of the Company.

(e)                                   Authorization; No Breach .  The execution, delivery and performance of this Agreement, the Amended Credit Agreement, the Warrant, the Registration Rights Agreement, the Consulting Agreement and all other agreements and instruments contemplated hereby (including the Transaction Documents) to which the Company is a party and the Certificate of Designation and Amended and Restated Bylaws have been duly, validly and unanimously authorized by the board of directors of the Company. This Agreement, the Amended Credit Agreement, the Warrant, the Registration Rights Agreement, the Consulting Agreement, the Certificate of Designation and all other agreements and instruments contemplated hereby (including the Transaction Documents) to which the Company is a party each constitute a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar law affecting creditors’ rights generally.  The Letter constitutes a valid and binding obligation of the Specified Director (as defined in Section 3.1(d) ), enforceable against the Specified Director in accordance with its terms.  The Amended and Restated Bylaws attached hereto as Annex B are in full force and effect as so amended.  The

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execution and delivery by the Company of this Agreement, the Amended Credit Agreement, the Warrant, the Registration Rights Agreement, the Consulting Agreement and all other agreements and instruments contemplated hereby to which the Company is a party, the offering and issuance of the Warrant, the issuance of Warrant Shares, the amendment of the Company’s bylaws and the filing of the Certificate of Designation, and the fulfillment of and compliance with the respective terms hereof and thereof by the Company, do not and shall not (i) conflict with or result in a breach of the terms, conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Company’s or any of its Subsidiaries’ capital stock or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, or (v) require any authorization, consent, approval, exemption, registration, review by or other action by or notice or declaration to, or filing (other than any current report on Form 8-K required to be filed with the SEC) with, any court or administrative or governmental body or agency pursuant to, the certificate of incorporation (including the Certificate of Designation) or bylaws of the Company or any of its Subsidiaries, or any material law, statute, rule or regulation to which the Company or any of its Subsidiaries are subject, or any material agreement, instrument, order, judgment or decree to which the Company or any of its Subsidiaries is subject.  No other corporate proceedings are necessary for the execution and delivery by the Company of this Agreement, the performance of its obligations hereunder or the consummation by it of the transactions contemplated hereby, except for such proceedings, including obtaining the affirmative vote of the Company’s stockholders, as may be required by the applicable rules and regulations of any United States national securities exchange on which any class of the Company’s capital stock may be listed at the time of exercise of the Warrant and issuance of the Warrant Shares.

(f)                                     Amended Credit Agreement .  The Company and its Subsidiaries shall have entered into the Amended Credit Agreement and the Amended Credit Agreement is in full force and effect.

(g)                                  Company Financial Statements .

(i)                                      The consolidated financial statements of the Company and its consolidated subsidiaries included or incorporated by reference in the reports and forms filed with the Securities and Exchange Commission (the “ Commission ”) under Sections 13(a), 14(a) or 15(d) of the Securities Exchange Act of 1934 (the “ Exchange Act ”) on or after January 1, 2008 and prior to the Closing (the “ SEC Reports ”) present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the dates indicated therein and the consolidated results of their operations for the periods specified therein; and except as stated therein, such financial statements were prepared in conformity with GAAP applied on a consistent basis (except as may be noted therein).

(ii)                                   Deloitte & Touche LLP, who have certified certain financial statements of the Company and its Subsidiaries, are independent accountants as required by the Exchange Act and the rules and regulations of the Commission and the Public Company Accounting Oversight Board.

(h)                                  No Material Adverse Effect .  To the Company’s knowledge, except as set forth on Schedule 2.1(h) , since December 31, 2007, no fact, circumstance, event, change,

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occurrence, condition or development has occurred that, individually or in the aggregate, has had or would be reasonably likely to have a material adverse effect on the financial condition of the Company and its Subsidiaries, taken as a whole.

(i)                                      Reports .

(i)                                      Since December 31, 2007, the Company has complied in all material respects with the filing requirements of Sections 13(a), 14(a) and 15(d) of the Exchange Act.

(ii)                                   The SEC Reports, when they became effective or were filed with the Commission, as the case may be, conformed in all material respects to the requirements of the Securities Act or the Exchange Act, as applicable, and the rules and regulations of the Commission thereunder, and none of such documents, when they became effective or were filed with the Commission, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances in which they were made, not misleading.

(j)                                      Amended Credit Agreement Representations and Warranties .  Each of the Company’s representations and warranties set forth in the Amended Credit Agreement, as modified by the disclosure schedules therein, are true and correct as of the date hereof, and each such representation and warranty is incorporated mutatis mutandis as if set forth fully in this Agreement and as if applicable to the Investor and this Agreement.

(k)                                   Brokerage .  Except for fees set forth on Schedule 2.1(k) , there are no claims for brokerage commissions, finders’ fees or similar compensation in connection with the transactions contemplated by this Agreement based on any arrangement or agreement binding upon the Company or any of its Subsidiaries.  The Company shall pay, and hold the Investor harmless against, any liability, loss or expense (including reasonable attorneys’ fees and out-of-pocket expenses) arising in connection with any such claim.

2.2           Representations and Warranties of the Investor .  The Investor hereby represents and warrants to the Company that as of the date hereof and the Closing Date:

(a)                                   Status .  The Investor has been duly organized and is validly existing as a limited liability company under the laws of Delaware.

(b)                                  Authorization; No Breach .  The execution, delivery and performance of this Agreement, the Amended Credit Agreement, the Registration Rights Agreement, and all other agreements and instruments contemplated hereby to which the Investor is a party have been duly and validly authorized by all necessary action of the Investor.  This Agreement, the Amended Credit Agreement, the Registration Rights Agreement, and all other agreements and instruments contemplated hereby to which the Investor is a party each constitute a valid and binding obligation of the Investor, enforceable in accordance with its terms.  The execution and delivery by the Investor of this Agreement, the Amended Credit Agreement, the Registration Rights Agreement and all other agreements and instruments contemplated hereby to which the Investor is a party, and the fulfillment of and compliance with the respective terms hereof and thereof by the Investor, do not and shall not (i) conflict with or result in a breach of the terms,

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conditions or provisions of, (ii) constitute a default under, (iii) result in the creation of any lien, security interest, charge or encumbrance upon the Investor’s membership interests or assets pursuant to, (iv) give any third party the right to modify, terminate or accelerate any obligation under, or (v) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing (other than any report required to be filed with the SEC) with, any court or administrative or governmental body or agency pursuant to, the governing documents of the Investor, or any law, statute, rule or regulation to which the Investor is subject, or any agreement, instrument, order, judgment or decree to which the Investor is subject.

(c)                                   Accredited Investor .  The Investor is an accredited investor within the meaning of Rule 501(a) under the Securities Act.

(d)                                  Investment Intent .  The Investor will acquire for investment for the Investor’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in, or otherwise distributing, the Issued Securities.

(e)                                   Investor Capacity .  The Investor is able to bear the economic risk of an investment in the Issued Securities and has sufficient net worth to sustain a loss of all of its investment in the Issued Securities if such a loss should occur.

(f)                                     Due Diligence .  The Investor has had adequate opportunity to obtain documents, records and information from and to ask questions of, and receive answers from, the Company’s officers, employees, agents, accountants and representatives concerning the business, operations, financial condition, assets, liabilities and all other matters relating to the Company and its Subsidiaries relevant to its investment in the Issued Securities (it being understood by the Company that the Investor is relying on the representations, warranties, covenants and other provisions in this Agreement and the other documents and agreements contemplated hereunder and nothing in this Section 2.2(f)  shall limit the Investor’s rights with respect to breaches of representations, warranties, covenants and other provisions in this Agreement and the other documents and agreements contemplated hereunder).

(g)                                  Unregistered Securities .  The Investor understands and hereby acknowledges that it is aware that the Issued Securities have not been registered under the Securities Act or any similar state securities laws and that the Issued Securities will be issued by the Company in reliance upon exemptions from the registration requirements of such laws.  The Investor further understands and acknowledges that all representations, warranties and agreements made herein form, in part, the basis for the foregoing exemptions under the Securities Act and the applicable state securities laws, and that in issuing the Issued Securities to the Investor, the Company has relied on all representations, warranties and agreements of the Investor contained herein.

(h)                                  Certain Tax Matters .  The Investor does hereby acknowledge that it (i) has reviewed with its own tax advisors the federal, state, local and foreign tax consequences to it of an investment in the Issued Securities, (ii) is relying solely on such advisors and not on any statements or representations of the Company or any of their agents in connection therewith and (iii) understands that it shall be responsible for its own tax liability that may arise as a result of this investment in the Issued Securities.

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Section III

ADDITIONAL AGREEMENTS

3.1           Governance Matters .

(a)                                   In connection with the increase in size of the Company’s board of directors contemplated by the Amended and Restated Bylaws, the Investor shall have the right to nominate one person (who is not an officer or an Affiliate of any Investor Party) (the “ Independent Director ”) for election to the board of directors of the Company at the next annual meeting of the Company’s stockholders at which directors are elected (the “ Annual Meeting ”); provided , that in the case that a qualified Independent Director has not been identified in time for inclusion in a proxy statement relating to the Annual Meeting, the Investor shall use commercially reasonable efforts to promptly identify a qualified candidate to serve as the Independent Director following the Annual Meeting, at which point the Company will promptly (and in no event more than five (5) business days after the nomination of the Independent Director by the Investor) cause the Independent Director to be elected or appointed to its board of directors.  Such Independent Director shall meet the standards for independence set forth in the New York Stock Exchange Listed Company Manual Section 303A.00, including with respect to the Investor and any of its Affiliates.  After such appointment, so long as the Investor Parties in the aggregate hold at least 10% of the outstanding Common Stock (including for this purpose, shares of Common Stock issuable upon exercise of the Warrant any other warrants, options or similar rights held by the Investor Parties, but excluding, for avoidance of doubt, any other warrants, options or similar rights held by any other Persons), unless the Investor gives its written consent otherwise, the Company will be required to recommend to its stockholders the election of the Independent Director to the board of directors at future annual meetings.  Unless the Investor gives written consent otherwise, the Company shall use commercially reasonable efforts to have the Independent Director elected as a director of the Company and the Company shall solicit proxies for such person to the same extent as it does for any of its other nominees to the board of directors.

(b)                                  For as long as the Preferred Share is outstanding, (i) the holder of the Preferred Share shall have the sole right to nominate, and shall, as promptly as practicable, nominate, candidates to fill vacancies resulting from the death, resignation, retirement, disqualification, removal or other cause of any director elected by the holder of the Preferred Share (all such directors, together with any person who replaced any of such directors, the “ Series A Directors ”) or the Independent Director, (ii) the majority vote of the Series A Directors then in office shall be required for the board of directors to fill any vacancies on the board resulting from the death, resignation, retirement, disqualification, removal or other cause of any of the Series A Directors or the Independent Director, and (iii) the majority vote of the Common Directors then in office shall be required for the board of directors to fill any vacancies on the board resulting from the death, resignation, retirement, disqualification, removal or other cause of any director who is a Common Director, or to nominate any candidate to be considered for any such vacancy, and the Common Directors shall, as promptly as practicable, nominate candidates to fill any such vacancies.  In addition, for as long as the Preferred Share is outstanding, the majority vote of the Common Directors then in office shall be required for the

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board of directors to nominate any person for election as a Common Director at an annual or special meeting of stockholders.

(c)                                   The Independent Director and the Series A Directors shall be entitled to the same compensation and same indemnification in connection with his or her role as a director as the other members of the board of directors, and the Independent Director and the directors elected by the Investor shall be entitled to reimbursement for documented, reasonable out-of-pocket expenses incurred in attending meetings of the board of directors or any committees thereof, to the same extent as the other members of the Board of Directors.  The Company shall notify the Independent Director and the Series A Directors of all regular and special meetings of any committee of the board directors of which any of them is a member.  The Company shall provide the Independent Director and the Series A Directors elected by the Investor with copies of all notices, minutes, consents and other materials provided to all other members of the board of directors concurrently as such materials are provided to the other members.

(d)                                  In lieu of requiring the board of directors to appoint a new director meeting the standards for independence set forth in the New York Stock Exchange Listed Company Manual Section 303A.00 at the Closing, it is hereby agreed that the six directors on the board immediately prior to the Closing shall remain on the board following the Closing; provided , that until such time as one of those six directors has been replaced by a new director meeting the standards of independence set forth in the New York Stock Exchange Listed Company Manual Section 303A.00 and so long as the Investor Parties hold at least 10% of the outstanding Common Stock (including for this purpose shares of Common Stock issuable upon exercise of the Warrant or any other warrants, options or similar rights), the Investor shall have the right to require the Common Directors promptly, but in no event later than the date that is three (3) weeks from the date of such request (such date, the “ Resignation Deadline ”), to identify one Common Director who shall deliver his or her resignation to, and whose resignation shall be accepted by, the Company by the Resignation Deadline.  If no such resignation has been delivered to, and accepted by, the Company by the Resignation Deadline, the letter previously delivered to the Company by one its directors (the “ Letter ”) shall become effective, and the directo