Common use of Conditions to the Obligations of the Purchasers Clause in Contracts

Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Purchasers) as of the Closing Date of the following conditions: (i) The Merger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchasers, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of the Company made in this Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date. (iv) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company and its subsidiary by the Closing Date. (v) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vi) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (vii) The Purchasers shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to Cerberus. (viii) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xi) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiii) Cerberus and the Company shall have executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $38,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall have been purchased by the Management Members. (xiv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L and performed their respective obligations thereunder. (xv) Certain Management Members agreed upon by the Company and Cerberus shall have executed and delivered the Promissory Notes. (xvi) The Company and Addison shall have adopted the Bonus Plans. (xvii) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviii) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xix) The Company, the Purchasers, the Participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xx) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation obligations of each of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall shall, in its sole discretion, be subject to the satisfaction of the following conditions at or prior to the Closing (unless expressly waived in writing by such Purchasers at or waiver by prior to the PurchasersClosing): (a) On the Closing Date, the Purchasers shall have received the opinion, dated as of the Closing Date and addressed to the Purchasers, of ▇▇▇▇▇, ▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇, counsel for the following conditionsCompany, in form and substance satisfactory to counsel for the Purchasers, to the effect that: (i) The Merger Agreement shall be Company is a corporation duly incorporated, validly existing and in full force good standing under the laws of Delaware and effect has all corporate powers and all conditions governmental licenses, authorizations, permits, consents and approvals required to carry on its business as now conducted, except for those licenses, authorizations, permits, consents and approvals the obligations absence of ER Acquisitionwhich would not, Inc. under individually or in the Merger Agreement shall aggregate, have been satisfied ora Material Adverse Effect. The Company is duly qualified to do business as a foreign corporation and is in good standing in each jurisdiction where such qualification is necessary, with except for those jurisdictions where failure to be so qualified or in good standing would not, individually or in the consent of Purchasersaggregate, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closinghave a Material Adverse Effect. (ii) The Purchaser shall execution, delivery and performance by the Company of this Agreement are within the Company's corporate powers and have received been duly authorized by all necessary corporate action on the closing deliveries described part of the Company. This Agreement constitutes a valid and binding agreement of the Company enforceable against the Company in Section 2(eaccordance with its terms, except that (i) hereofthe enforcement hereof may be subject to (x) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity and the discretion of the court before which any proceeding therefor may be brought; and (ii) any rights to indemnity or contribution under hereunder or under the registration rights agreement may be limited by federal and state securities laws and public policy considerations. (iii) The Shares, when issued and delivered to and paid for by each Purchaser pursuant to this Agreement, will be validly issued, fully paid and non-assessable, and the issuance of such Shares is not subject to any pre-emptive or similar rights. (iv) The execution, delivery and performance by the Company of this Agreement require no action by or in respect of, or filing with, any governmental body, agency or official other than (i) compliance with any applicable requirements of the 1934 Act; (ii) compliance with any applicable existing requirements of the Nasdaq Stock Market; and (iii) any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect. (v) The execution, delivery and performance by the Company of this Agreement do not and will not (i) violate the certificate of incorporation or bylaws of the Company or any Subsidiary; (ii) (x) assuming compliance with any applicable requirements of the 1934 Act, (y) assuming compliance with any applicable existing requirements of the Nasdaq Stock Market and (z) except for any action or filing as to which the failure to make or obtain would not, individually or in the aggregate, have a Material Adverse Effect, violate any applicable law, rule, regulation, judgment, injunction, order or decree; (iii) constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of the Company or any Subsidiary or to a loss of any benefit to which the Company or any Subsidiary is entitled under, any Contract binding upon or held by the Company or any Subsidiary; or (iv) result in the creation or imposition of any material Lien on any asset of the Company or any Subsidiary. (vi) No registration under the 1933 Act of the Shares is required in connection with the sale of the Shares to the Purchasers as contemplated by this Agreement assuming the accuracy of the Purchasers' representations in Article 4 and those of the Company contained in this Agreement regarding the absence of a general solicitation in connection with the sale of such Shares to the Purchasers. (b) The representations and warranties of the Company contained in this Agreement that are qualified as to by materiality or material adverse effect Material Adverse Effect shall have been be true and correct when made in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified shall be true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date as though if made on and as of the Closing Date; the representations and warranties statements of the Company Company's officers made pursuant to any certificate delivered in this Agreement that are not qualified as to materiality or material adverse effect accordance with the provisions hereof shall be true and correct in all material respects when made on and as of the Closing Date as though date made and on and as of the Closing Date. (iv) The ; the Company and its subsidiary shall have performed or complied in all material respects with covenants and agreements and satisfied all obligations and covenants required by this Agreement conditions on its part to be performed or complied with by the Company and its subsidiary by satisfied hereunder at or prior to the Closing Date. (v) There ; and subsequent to the Balance Sheet Date, there shall not have occurred since September 30been no event or development, 2002 and no information shall have become known, that, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (vic) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment The sale of the Purchasers, has a reasonable likelihood of having a material adverse effect Shares hereunder shall not be enjoined (temporarily or permanently) on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a wholeClosing Date. (viid) Subsequent to the Balance Sheet Date, none of the Company or any of the Subsidiaries shall have sustained any loss or interference with respect to its business or properties from fire, flood, hurricane, accident or other calamity, whether or not covered by insurance, or from any strike, labor dispute, slow down or work stoppage or from any legal or governmental proceeding, order or decree, which loss or interference, individually or in the aggregate, has or would be reasonably likely to have a Material Adverse Effect. (e) The Purchasers shall have received copies a certificate of the loan agreementCompany, promissory note dated the Closing Date, signed on behalf of the Company by its Chief Executive Officer and other its Chief Financial Officer, to the effect that: (i) The representations and warranties of the Company contained in this Agreement that are qualified by materiality or Material Adverse Effect are true and correct in all respects and the representations and warranties of the Company contained in this Agreement that are not so qualified are true and correct in all material respects, in each case on and as of the date hereof and on and as of the Closing Date, and the Company has performed all covenants and agreements and documents securing, evidencing satisfied all conditions on its part to be performed or otherwise relating satisfied hereunder at or prior to the Credit AgreementsClosing Date; (ii) At the Closing Date, which shall since the date hereof or since the Balance Sheet Date, no event or development has occurred, and no information has become known, except as set forth in Section 3.09 of the Disclosure Schedule that, individually or in the aggregate, has or would be in form and substance satisfactory reasonably likely to Cerberushave a Material Adverse Effect; and (iii) The sale of the Shares hereunder has not been enjoined (temporarily or permanently). (viii) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xif) The Company shall have filed obtained, with financially sound and reputable insurers, directors' and officers' liability insurance in the Amended and Restated Certificate amount of Incorporation coverage at least equal to $2,000,000. The Company shall have entered into indemnity contracts with the Secretary of State each of the State Purchaser Nominees substantially in the form of DelawareExhibit C hereto. (g) Prior to the Closing Date, such Amended and Restated Certificate shall have been accepted for filing and such Certificate (i) trading in securities generally on either the New York Stock Exchange or the Nasdaq Stock Market shall not have been amended. suspended or limited or minimum or maximum prices shall not have been generally established on such exchange or market, or additional material governmental restrictions, not in force on the date of this Agreement, shall not have been imposed upon trading in securities generally by such exchange or market or by order of the Commission or any court or other governmental authority; (xiiii) At trading in the ClosingCommon Stock shall not have been suspended by the Commission or the Nasdaq Stock Market; (iii) a general banking moratorium shall not have been declared by either federal or New York state authorities; or (iv) any material adverse change in the financial or securities markets in the United States or in political, after giving effect financial or economic conditions in the United States or any outbreak or material escalation of hostilities or declaration by the Unites States of a national emergency or war or other calamity or crisis shall not have occurred. On or before the Closing Date, the Purchasers and counsel for the Purchasers shall have received such further documents, opinions, certificates, letters and schedules or instruments relating to the payment of the merger consideration pursuant to the Merger Agreement business, corporate, legal and all expenses financial affairs of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection as they shall have heretofore reasonably requested from the Company. All such documents, opinions, certificates, letters, schedules or instruments delivered pursuant to this Agreement will comply with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence provisions hereof only if they are reasonably satisfactory in all material respects to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiii) Cerberus and the Company shall have executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock counsel for not less than $106,500,000 and the Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $38,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall have been purchased by the Management Members. (xiv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L and performed their respective obligations thereunder. (xv) Certain Management Members agreed upon by the Company and Cerberus shall have executed and delivered the Promissory Notes. (xvi) The Company and Addison shall have adopted the Bonus Plans. (xvii) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviii) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xix) The Company, the Purchasers, the Participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xx) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be are subject to the satisfaction (or waiver by the Purchasers) as of the Closing Date of the following conditions: (ia) The Merger Agreement shall be in full force and effect and all conditions to the obligations Notice of ER Acquisition, Inc. under the Merger Agreement Rights Offering shall have been satisfied orgiven to all existing shareholders as contemplated herein. (b) Notification that the Registration Statement has become effective shall be received by the Purchasers no later than 5:00 p.m., with Eastern time, on the consent of date and time as shall be consented to in writing by the Purchasers, waived pursuant and all filings required by Rule 424 of the Rules and Regulations shall have been made within the time required by such rule. (i) No stop order suspending the effectiveness of the Registration Statement shall have been issued and no proceedings for that purpose shall be pending or threatened by the Commission, (ii) no order suspending the effectiveness of the Registration Statement or the qualification or registration of the Shares and no proceeding for such purpose shall be pending before or threatened or contemplated by the Commission or the authorities of any such jurisdiction, (iii) any request for additional information on the part of the staff of the Commission or any such authorities shall have been complied with to the terms thereinsatisfaction of such staff and (iv) after the date hereof no amendment or supplement to the Registration Statement or the prospectus included in the Registration Statement (the "Prospectus") shall have been filed unless a copy thereof was first submitted to the Purchasers, and the acquisition Purchasers did not object thereto in good faith. (d) At the Closing Date, (i) other than as set forth in or contemplated by the Merger Agreement Registration Statement and the Prospectus, there shall be consummated immediately following not have been a material adverse change in the Closing. general affairs, business, business prospects, properties, management, condition (financial or otherwise) or results of operations of the Company, taken as a whole, whether or not arising from transactions in the ordinary course of business, since the date as of which such information is given in the Registration Statement and the Prospectus and (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of the Company made in this Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date. (iv) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company and its subsidiary by the Closing Date. (v) There shall not have occurred sustained, since September 30the date as of which such information is given in the Registration Statement and the Prospectus, 2002 a Material Adverse Effect. (vi) There shall exist no claimany material loss or interference with its business or properties from fire, actionexplosion, suitflood or other casualty, investigationwhether or not covered by insurance, litigation or proceeding, pending from any labor dispute or threatened in any court or before any arbitrator legislative or other governmental instrumentality (other than shareholder litigation pending as of December 18action, 2002 relating solely to order or decree, which is not set forth in the transactions contemplated by Registration Statement and the Merger Agreement) which relates to the Transactions or whichProspectus, if, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect any such development makes it impracticable or inadvisable to proceed with the transactions contemplated hereby on the terms and in the manner contemplated by the Registration Statement and the Prospectus. (e) At the Closing Date, there shall have been, since the date as of which such information is given in the Registration Statement and the Prospectus, no litigation or other proceeding instituted against the Company or any of its officers or directors in their capacities as such, before or by any federal, state or local court, commission, regulatory body, administrative agency or other governmental body, domestic or foreign, that might reasonably materially and adversely affect the business, properties, business prospects, condition (financial or otherwise), operations, performance, properties, assets, liabilities, business ) or prospects results of EXCO and operations of the EXCO SubsidiariesCompany, taken as a whole. (viif) The Purchasers shall have received copies Each of the loan agreement, promissory note representations and other agreements and documents securing, evidencing or otherwise relating to warranties of the Credit Agreements, which Company contained herein shall be in form true and substance satisfactory to Cerberus. (viii) The Credit Agreements shall have been amended correct at the Closing Date, as if made on terms and conditions consistent with the Commitment Letter, dated February 28, 2003Closing Date, and with respect all covenants and agreements herein contained to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement performed on the terms and conditions as are currently in effect. (xi) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses part of the Company and its subsidiary and EXCO and all conditions herein contained to be fulfilled or complied with by the EXCO Subsidiaries in connection with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory Company at or prior to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions Closing Date shall have been waivedduly performed, fulfilled or complied with. (xiiig) Cerberus and Prior to the Company shall have executed Closing Date, the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $38,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall Shares will have been purchased by the Management Memberslisted on Nasdaq. (xiv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L and performed their respective obligations thereunder. (xv) Certain Management Members agreed upon by the Company and Cerberus shall have executed and delivered the Promissory Notes. (xvi) The Company and Addison shall have adopted the Bonus Plans. (xvii) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviii) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xix) The Company, the Purchasers, the Participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xx) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Purchasers) as of the Closing Date of the following conditions: (i) The Merger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchasers, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of the Company made in this Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date. (iv) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company and its subsidiary by the Closing Date. (v) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vi) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (vii) The Purchasers shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to Cerberusthe Purchasers. (viii) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P.the Purchasers. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xi) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiii) Cerberus and the Company shall have executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the The Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement Agreements and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $38,500,000 63,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall have been purchased by the Management Members. (xiv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L K and performed their respective obligations thereunder. (xv) If an Institutional Investor and the Company shall have executed an Institutional Investor Stock Purchase Agreement, the Company and such Institutional Investor shall have executed and delivered such Institutional Investor Stock Purchase Agreement and performed their respective obligations thereunder. (xvi) Certain Management Members agreed upon by the Company and Cerberus the Purchasers shall have executed and delivered the Promissory Notes. (xvixvii) The Company and Addison shall have adopted the Bonus Plans. (xviixviii) Each participant in the Bonus Plans shall have executed and delivered a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviiixix) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xixxx) The Company, the Purchasers, the Participating participating Management Members, Cerberus the Institutional Investors and Friends and Family LLC shall have executed the Registration Rights Agreement. (xxxxi) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation of each of the Purchasers to purchase and pay for the its Purchased Shares at the Closing and the other obligations of the Purchasers each Purchaser hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Purchaserssuch Purchaser) as of the Closing Date of the following conditions: (i) The Merger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchaserssuch Purchaser, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of the Company made in this Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date. (iv) The representations and warranties of EXCO in the Merger Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time; the representations and warranties of EXCO in the Merger Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time. (v) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company and its subsidiary by the Closing Date. (vvi) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vivii) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchaserssuch Purchaser, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (viiviii) The Purchasers Purchaser shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to Cerberus. (viiiix) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ixx) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (xxi) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of the date of this Agreement on the terms and conditions as are currently in effect. (xixii) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xiixiii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiiixiv) Cerberus and the Company shall have executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock at a purchase price of $1.50 per share for an aggregate investment of not less than $106,500,000 and the Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock at a purchase price of $1.50 per share for an aggregate investment of not less than $13,500,000 12,400,000 and not more than $38,500,000 in the aggregate pursuant to such Agreementsagreements, of which at least $13,500,000 12,400,000 of such shares shall have been purchased by the Management Members. (xivxv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L and performed their respective obligations thereunder. (xvxvi) Certain Management Members agreed upon by the Company and Cerberus shall have executed and delivered the Promissory Notes. (xvixvii) The Company and Addison shall have adopted the Bonus Plans. (xviixviii) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviiixix) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xixxx) The Company, the Purchasers, the Participating participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xxxxi) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be subject to the satisfaction (or waiver by the Purchasers) as of the Closing Date of the following conditions: (i) The Merger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchasers, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date; the representations and warranties of the Company made in this Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date. (iv) The representations and warranties of EXCO in the Merger Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time; the representations and warranties of EXCO in the Merger Agreement that are not qualified as to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of the Closing Date except for representations and warranties that are made as of a specific date or time, which shall be true and correct only as of such specific date or time. (v) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with by the Company and its subsidiary by the Closing Date. (vvi) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vivii) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (viiviii) The Purchasers shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to Cerberusthe Purchasers. (viiiix) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P.the Purchasers. (ixx) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (xxi) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this the date of the Original Purchase Agreement on the terms and conditions as are currently were then in effect. (xixii) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xiixiii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiiixiv) Cerberus and the Company shall have executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the The Management Members, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement Agreements and shall have purchased shares of Class A Common Stock at a purchase price of $1.50 per share for an aggregate investment of not less than $13,500,000 12,400,000 and not more than $38,500,000 in the aggregate pursuant to such Agreementsagreements, of which at least $13,500,000 12,400,000 of such shares shall have been purchased by the Management Members. (xivxv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L K and performed their respective obligations thereunder. (xvxvi) If an Institutional Investor and the Company shall have executed an Institutional Investor Stock Purchase Agreement, the Company and such Institutional Investor shall have executed and delivered such Institutional Investor Stock Purchase Agreement and performed their respective obligations thereunder. (xvii) Certain Management Members agreed upon by the Company and Cerberus the Purchasers shall have executed and delivered the Promissory Notes. (xvixviii) The Company and Addison shall have adopted the Bonus Plans. (xviixix) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviiixx) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xixxxi) The Company, the Purchasers, the Participating participating Management Members, Cerberus the Institutional Investors and Friends and Family LLC shall have executed the Registration Rights Agreement. (xxxxii) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation obligations of the Purchasers to purchase and pay for the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date Senior Notes shall be subject to the satisfaction (or waiver by the Purchasers) as accuracy of the Closing Date of the following conditions: (i) The Merger Agreement shall be in full force and effect and all conditions to the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchasers, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties on the part of the Company contained in this Agreement that are qualified as to materiality or material adverse effect shall have been true and correct when made and herein as of the Closing Date as though made on date hereof and as of the Closing Date; , to the representations and warranties accuracy of the statements of the Company made in this Agreement that are not qualified as any certificates pursuant to materiality or material adverse effect shall be true and correct in all material respects when made and as of the Closing Date as though made on and as of provisions hereof, to the Closing Date. (iv) The Company and its subsidiary shall have performed or complied in all material respects with all obligations and covenants required by this Agreement to be performed or complied with performance by the Company of its obligations hereunder and its subsidiary by to the Closing Date.following additional conditions: (v) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vi) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (vii) The Purchasers shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to Cerberus. (viii) The Credit Agreements shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ix) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xia) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closing, after giving effect to the payment of the merger consideration pursuant to the Merger Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with the Transactions, there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory furnished to the Purchasers that the Credit Agreements have been amended to permit opinion of ▇▇▇▇▇ ▇. ▇▇▇▇▇, Chief Securities Counsel for the consummation of Company, dated the Transactions and/or that any Default or Event of Default that would otherwise occur as a result of the consummation of any of the Transactions shall have been waived. (xiii) Cerberus and the Company shall have executed the Stock Purchase Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the Management MembersClosing Date, Friends and Family LLC and the Company shall have executed and delivered the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock for not less than $13,500,000 and not more than $38,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall have been purchased by the Management Members. (xiv) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E A. (b) The Purchasers shall have received from their counsel such opinion or opinions, dated the Closing Date, with respect to the issuance and Exhibit L sale of the Senior Notes, the Senior Notes Indenture and performed their respective obligations thereunderother related matters as the Purchasers may reasonably require, and the Company shall have furnished to such counsel such documents as it requests for the purpose of enabling it to pass upon such matters. (xv) Certain Management Members agreed upon by the Company and Cerberus shall have executed and delivered the Promissory Notes. (xvic) The Company and Addison shall have adopted furnished to the Bonus Plans. (xvii) Each participant in Purchasers a certificate of the Bonus Plans shall have executed a Participation Agreement Company, signed by any Senior Vice President or Executive Vice President of the Company, dated the Closing Date, in the form attached hereto as Exhibit B B. (d) At or prior to the Bonus Plans. (xviii) The Company and each Closing Date, the Purchasers shall be in possession of the other signatories Junior Notes. If (i) any of the conditions specified in this Section 5 shall not have been fulfilled when and as provided in this Senior Notes Purchase Agreement, or (ii) any of the opinions and certificates mentioned above or elsewhere in this Senior Notes Purchase Agreement shall not be reasonably satisfactory in form and substance to the Stockholders' Purchasers and its counsel, this Senior Notes Purchase Agreement shall have executed and delivered all obligations of the Stockholders' Agreement. (xix) The CompanyPurchasers hereunder may be cancelled on, or at any time prior to, the Closing Date by the Purchasers, . Notice of such cancellation shall be given to the Participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights AgreementCompany in writing or by telephone or facsimile confirmed in writing. (xx) The Company and each of ▇▇▇▇▇▇▇ ▇.

Conditions to the Obligations of the Purchasers. The obligation of the Purchasers to purchase and pay for consummate the Purchased Shares at the Closing and the other obligations of the Purchasers hereunder required to be performed on the Closing Date shall be transactions contemplated by this Agreement is subject to the satisfaction fulfillment (or waiver by the Purchaserswaiver) as of on or before the Closing Date of the following conditionsfollowing: (ia) The Merger Agreement shall be in full force and effect and all conditions to Each of the obligations of ER Acquisition, Inc. under the Merger Agreement shall have been satisfied or, with the consent of Purchasers, waived pursuant to the terms therein, and the acquisition contemplated by the Merger Agreement shall be consummated immediately following the Closing. (ii) The Purchaser shall have received the closing deliveries described in Section 2(e) hereof. (iii) The representations and warranties of the Company contained in this Agreement and in each of the other Transaction Documents that are qualified as to modified by materiality or material adverse effect Material Adverse Effect qualifiers shall have been be true and correct when made and on and as of the Closing Date as though if made on and as of the Closing Date; Date (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date), and each of the representations and warranties of the Company made in this Agreement and in each of the other Transaction Documents that are not so qualified as to materiality or material adverse effect Material Adverse Effect shall be true and correct in all material respects when made and on and as of the Closing Date as though if made on and as of the Closing DateDate (unless stated to relate to a specific earlier date, in which case such representations and warranties shall be true and correct as of such earlier date). (ivb) The Company and its subsidiary Subsidiaries, to the extent parties hereto or thereto, shall each have performed or and complied in all material respects with all obligations agreements and covenants required by contained in this Agreement and each of the other Transaction Documents required to be performed or complied with by the Company and its subsidiary by it prior to or at the Closing Date. (v) There shall not have occurred since September 30, 2002 a Material Adverse Effect. (vi) There shall exist no claim, action, suit, investigation, litigation or proceeding, pending or threatened in any court or before any arbitrator or governmental instrumentality (other than shareholder litigation pending as of December 18, 2002 relating solely to the transactions contemplated by the Merger Agreement) which relates to the Transactions or which, in the reasonable judgment of the Purchasers, has a reasonable likelihood of having a material adverse effect on the condition (financial or otherwise), operations, performance, properties, assets, liabilities, business or prospects of EXCO and the EXCO Subsidiaries, taken as a whole. (vii) The Purchasers shall have received copies of the loan agreement, promissory note and other agreements and documents securing, evidencing or otherwise relating to the Credit Agreements, which shall be in form and substance satisfactory to Cerberus. (viii) The Credit Agreements such compliance shall have been amended on terms and conditions consistent with the Commitment Letter, dated February 28, 2003, and with respect to terms not included in the Commitment Letter, waived on terms and conditions reasonably satisfactory to the Company and Cerberus Capital Management, L.P. (ixeach Purchaser) EXCO and the EXCO Subsidiaries shall have obtained all required material licenses, waivers, consents and approvals, governmental and otherwise, in connection with this Agreement, the Ancillary Documents, the Merger Documents and the Transactions and the operation of EXCO's business and the business of its subsidiaries, and such material licenses, waivers, consents and approvals shall be in full force and effect. (x) EXCO and the EXCO Subsidiaries shall have maintained in full force and effect all insurance policies in effect as of this Agreement on the terms and conditions as are currently in effect. (xi) The Company shall have filed the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, such Amended and Restated Certificate shall have been accepted for filing and such Certificate shall not have been amended. (xii) At the Closingand, after giving effect to the payment issue and sale of the merger consideration pursuant to Notes and the Merger other Transactions (and the application of the proceeds thereof as contemplated by this Agreement and all expenses of the Company and its subsidiary and EXCO and the EXCO Subsidiaries in connection with the Transactionsother Transaction Documents), there shall not be less than $10,000,000 of availability under the Credit Agreements and EXCO shall have delivered evidence satisfactory to the Purchasers that the Credit Agreements have been amended to permit the consummation of the Transactions and/or that any no Default or Event of Default that would otherwise occur as a result shall have occurred and be continuing, and no default or event of the consummation of default shall have occurred and be continuing under any of the Transactions shall have been waivedother Transaction Documents. (xiiic) Cerberus and the The Company shall have executed delivered to each Purchaser an Officer’s Certificate, dated as of the Stock Purchase Closing Date, in the form previously agreed to by the parties, certifying as to the Company’s organizational documents and resolutions attached thereto, the incumbency and signatures of certain officers of the Company and other corporate proceedings of the Company relating to the authorization, execution and delivery of the Notes, this Agreement and Cerberus shall have purchased shares of Class A Common Stock for not less than $106,500,000 and the Management Members, Friends and Family LLC and other Transaction Documents to which the Company shall have executed is a party and delivered that the Management Stock Purchase Agreement and shall have purchased shares of Class A Common Stock for not less conditions specified in Section 3.2 (other than $13,500,000 and not more than $38,500,000 in the aggregate pursuant to such Agreements, of which at least $13,500,000 of such shares shall Section 3.2(d)) have been purchased by fulfilled, except as to matters which require the Management Membersapproval or satisfaction of each ▇▇▇▇▇▇▇▇▇. (xiv▇) Each of the Management Members and the Company shall have executed and delivered Stock Repurchase Agreements and Voting Agreements substantially in the form attached hereto as Exhibit E and Exhibit L and performed their respective obligations thereunder. (xv) Certain Management Members agreed upon by the Company and Cerberus shall have executed and delivered the Promissory Notes. (xvi) The Company and Addison shall have adopted the Bonus Plans. (xvii) Each participant in the Bonus Plans shall have executed a Participation Agreement in the form attached as Exhibit B to the Bonus Plans. (xviii) The Company and each of the other signatories to the Stockholders' Agreement shall have executed and delivered the Stockholders' Agreement. (xix) The Company▇▇▇▇▇▇, the Purchasers, the Participating Management Members, Cerberus and Friends and Family LLC shall have executed the Registration Rights Agreement. (xx) The Company and each of ▇▇▇▇ & ▇▇▇▇▇▇▇▇ ▇LLP, New York counsel for the Company, shall have furnished to each Purchaser its written opinion, dated the Closing Date, in the form previously agreed to by the parties. (e) On the Closing Date the Company shall have delivered to the Purchasers the entire $20,000,000 original principal amount of Notes. (f) Except as disclosed in the reports, notices, prospectuses, registration statements and other filings which the Company has filed with the Commission prior to the date of this Agreement, no event or events shall have occurred since December 31, 2008, which, individually or in the aggregate, has had or would reasonably be expected to have a material adverse effect on the assets, liabilities, results of operations, financial condition or business of the Company and its Subsidiaries, taken as a whole; provided that none of the following shall, in any case, be deemed to constitute a material adverse effect, nor shall any of the following be considered in determining whether a material adverse effect has occurred: (i) changes (x) in economic, financial market, regulatory or political conditions generally or (y) generally affecting the building products/siding and windows industry or principal markets in which the Company or any of its Subsidiaries conducts business that, in the case of clause (y), do not adversely affect the Company and its Subsidiaries, taken as a whole, disproportionately to other companies in the building products/siding and windows industry, (ii) changes in laws, rules, regulations, or orders of any Governmental Authority or interpretations thereof by any Governmental Authority or changes in accounting requirements or principles, (iii) the announcement or pendency of the Transactions, or (iv) any natural disaster or any act of terrorism, sabotage, military action or war (whether or not declared) or any escalation or worsening thereof; in each case, which do not adversely affect the Company and its Subsidiaries, taken as a whole, disproportionately to other Persons affected thereby. (g) All corporate, limited liability company and other proceedings in connection with the Transactions, and all documents and instruments incident thereto and the terms thereof, shall be reasonably satisfactory to each Purchaser and the Purchasers’ special counsel, and each Purchaser and the Purchasers’ special counsel shall have received all such certified or other copies of such documents as it or they may reasonably request. (h) The issuance of the Notes by the Company shall not violate any provision of the Existing Company Notes Indenture or the Existing AMH Indenture and no default or event of default shall occur thereunder as a result thereof. (i) Each Purchaser shall have received true and correct copies of all Transaction Documents and such documents (i) shall have been duly executed and delivered by the parties thereto, (ii) shall be in form and substance reasonably satisfactory to each Purchaser and the Purchasers’ special counsel and (iii) shall be valid and binding obligations of the parties thereto, enforceable against each of them in accordance with its respective terms, subject to the Enforceability Exceptions. (j) The Purchasers shall have received from the Company or a Subsidiary of the Company a payment in cash equal, in the aggregate, to $1,500,000 by wire transfer of immediately available funds according to the wire transfer instructions set forth on Schedule 2.2 (which payment shall be apportioned pro rata between the Purchasers according to the principal amount of the Notes purchased by each Purchaser as set forth on Schedule 2.2).