Common use of Amendments to the Merger Agreement Clause in Contracts

Amendments to the Merger Agreement. (a) Section 4.03(a) of the Merger Agreement is hereby amended and restated in its entirety to read as follows: “The authorized capital stock of the Company consists of (i) 200,000,000 Shares, and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of June 19, 2008, (i) 74,352,843 Shares were issued and outstanding (not including Shares held in the treasury of the Company), all of which are duly authorized, validly issued, fully paid and non-assessable, (ii) 966,931 Shares were held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 5,041,352 Shares were reserved for future issuance pursuant to outstanding Company Stock Options, Company Restricted Stock Awards, Company Performance Share Awards and other purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Option Plan, (v) 288,983 shares were reserved for future issuance under the Company’s Supplemental Executive Retirement Plan and the Company’s Deferred Compensation Plan for Outside Directors, and (vi) no shares of Company Preferred Stock were issued and outstanding. Except as set forth in this Section 4.03, there are no options, warrants, convertible debt or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company.” (b) Section 8.01(e) of the Merger Agreement is hereby amended to delete the reference to clause (iv) of Schedule 8.01(e) contained therein. (c) Clause (iv) of Schedule 8.01(e) is hereby amended and restated in its entirety to read as follows: “Intentionally omitted.”

Amendments to the Merger Agreement. (a) 1.1 Section 4.03(a) 1.2 of the Merger Agreement is hereby amended by deleting the definitions "Aggregate Merger Consideration," "Closing Date" and restated "Merger" where they appear in its entirety such section and by replacing such definitions with the following: "Aggregate Merger Consideration. Seventeen Million Nine Hundred Ninety-Nine Thousand Nine Hundred and Seventy Dollars ($17,999,970) (subject to read as follows: “The authorized capital stock the Price Adjustment, if any, required pursuant to Section 2.2(b)) plus an additional amount equal to interest that would have accrued on such amount at a per annum interest rate of six percent (6%) for the Company consists number of days beginning on and including December 1, 1997 to and excluding the Closing Date." (a) Ten (10) business days following the later of (i) 200,000,000 Shares, the approval of the holders of the Company Common Stock of this Agreement (as amended by the First Amendment to Merger Agreement) pursuant to a duly convened shareholders' meeting of the Company which satisfies the requirements of Section 6.1(m) and (ii) 25,000,000 shares of preferred stock, par value $0.01 per share (“Company Preferred Stock”). As of June 19, 2008, (i) 74,352,843 Shares were issued and outstanding (not including Shares held the date that the Federal District Court in the treasury of the Company), all of which are duly authorized, validly issued, fully paid and non-assessable, (ii) 966,931 Shares were held in the treasury of the Company, (iii) no Shares are held by the Subsidiaries, (iv) 5,041,352 Shares were reserved for future issuance pursuant to outstanding Company Stock Options, Company Restricted Stock Awards, Company Performance Share Awards and other purchase rights (the “Company Stock Awards”) granted pursuant to the Company Stock Option Plan, (v) 288,983 shares were reserved for future issuance under the Company’s Supplemental Executive Retirement Plan and the Company’s Deferred Compensation Plan for Outside Directors, and (vi) no shares of Company Preferred Stock were issued and outstanding. Except as set forth in this Section 4.03, there are no options, warrants, convertible debt RESTORE Pipeline Litigation affirmatively denies any Pipeline Case Injunction or other convertible instruments or other rights, agreements, arrangements or commitments of any character relating to the issued or unissued capital stock of the Company or obligating the Company to issue or sell any shares of capital stock of, or other equity interests in, the Company.” (b) Section 8.01(esuch other date as Purchaser and the Company may mutually agree in writing, in either case, upon which the Closing shall occur; provided, however, that the parties hereto agree to grant one fifteen (15) business day extension of the Merger Agreement is hereby amended to delete the reference initial Closing Date which would apply pursuant to clause (iva) of Schedule 8.01(e) contained thereinabove if requested by another party hereto so long as the parties are working in good faith to finalize the remaining closing conditions and deliveries hereunder and conclude in good faith that there is a reasonable likelihood that all such remaining conditions and deliveries can be satisfied during such extension period and may mutually agree to grant such additional extensions as they deem necessary. (c) Clause (iv) of Schedule 8.01(e) is hereby amended and restated in its entirety to read as follows: “Intentionally omitted.”"