This [Section 4.12] sets forth the sole and exclusive representations and warranties of the Company under this Agreement with respect to Environmental Permits, Environmental Laws, Contaminants or other environmental matters.

Nothing in this [Section 4.25] shall require any such cooperation to the extent that it would require any Seller or the Acquired Companies to: # waive or amend any terms of this Agreement or agree to pay any fees or reimburse any expenses for which it has not received prior reimbursement or is not otherwise indemnified by or on behalf of Purchaser; # enter into any definitive agreement; # give any indemnities in connection with the Financing; # take any action that, in the good faith determination of the Sellers, would unreasonably interfere with the conduct of the business of the Sellers and their Affiliates or create an unreasonable risk of damage or destruction to any property or assets of the Sellers or any of their Affiliates; # adopt resolutions (whether by the board of directors of the Sellers or otherwise) approving the agreements, documents and instruments pursuant to which the Financing is obtained, other than those effective on the Closing Date; # provide any assistance or cooperation that # would cause any representation or warranty in this Agreement made by any Seller to be breached, or # cause any conditions to Closing set forth in this Agreement to fail to be satisfied by the Outside Date or otherwise result in a breach of this Agreement by Sellers that would provide Purchaser the right to terminate this Agreement (unless waived by Purchaser); or # cooperate to the extent it would require the disclosure of information which the Sellers or the Acquired Companies reasonably determine would reasonably be expected to jeopardize the attorney-client or other similar privilege of the Sellers or any of the Acquired Companies or violate any Applicable Law to which the Sellers or any of the Acquired Companies is a party.

[Section 4.1] of the Plan is hereby amended and restated in its entirety to increase the number of shares reserved for issuance under the Plan as follows:

[Section 4.1] “Base Fee” is hereby deleted and replaced in its entirety with the following:

[Section 4.01(a)] of the Plan is amended to add a new paragraph to the end thereof to state in its entirety as follows:

[Section 4.1] of the Plan is hereby amended so that the maximum number of Shares reserved for issuance under the Plan shall be 3,750,000, which equals the product obtained by dividing # 15,000,000 by # the Reverse Stock Split Ratio.

[Section 4.3] of the Plan is hereby amended so that the maximum aggregate grant of Shares subject to Options, SARs, Restricted Stock, Restricted Stock Units, Performance Shares, Profits Interest Units, and Other Stock-Based Awards payable or denominated in Shares and/or cash which may be granted to any Participant, other than a non-Employee Director, in any fiscal year shall not exceed 375,000 Shares (the “Annual Award Limit”), which adjusted Share amount equals the product obtained by dividing # 1,500,000 by # the Reverse Stock Split Ratio.

[Section 4.2] shall be deleted in its entirety and replaced with the following:

[Section 4.12(b)] of the Business Financing Agreement is hereby amended in its entirety as follows:

[Section 4.12(c)] of the Business Financing Agreement is hereby deleted.