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1.4 Purchase Price.

(a) As consideration for the sale, assignment, transfer, conveyance and delivery of the Transferred Assets pursuant to this Agreement:

(i) subject to Section 1.4(b), at the Closing, Purchaser shall pay (or cause to be paid) to Seller, in cash, an amount equal to $370,000,000 (the “Consideration”), by wire transfer to an account number provided to Purchaser by Seller prior to the Closing; and

(ii) at the Closing, Purchaser shall assume the Assumed Liabilities (as defined in Section 1.5(b)) by delivering to Seller a Bill of Sale and Assignment and Assumption Agreement substantially in the form of Exhibit B (the “Bill of Sale and Assignment and Assumption Agreement”).

(b) Notwithstanding anything to the contrary contained in this Agreement, Purchaser may, at any time after December 1, 2005, but prior to the Closing Date, elect to have Parent issue shares of Parent Common Stock to Seller in lieu of all or any portion of the Consideration (such election being referred to as the “Stock Payment Election”); provided, however, that Purchaser may not make the Stock Payment Election: (i) unless the shares of Parent Common Stock issuable to Seller are covered by an effective registration statement on Form S-3 and are not subject to restrictions on public resale under applicable U.S. securities laws; (ii) unless the shares of Parent Common Stock to be issued in the Transactions shall have been approved for listing (subject to notice of issuance) on the NASDAQ National Market; (iii) if all of the conditions set forth in Sections 5 and 6 have been satisfied or waived on or prior to December 1, 2005; and (iv) there shall not have occurred (and there shall not be reasonably likely to occur) any effect, change, event or other circumstance relating to Parent that could result in a

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suspension of the use of the Registration Statement (as defined in the Registration Rights Agreement) or any prospectus or prospectus supplement relating thereto. In the event that Purchaser makes the Stock Payment Election, at the Closing, Purchaser shall, in lieu of the cash payment set forth in Section 1.4(a)(i):

(i) pay (or cause to be paid) to Seller an amount in cash equal to the Consideration less the portion of the Consideration to which the Stock Payment Election applies (such portion being referred to as the “Stock Payment Amount”); and

(ii) cause Parent to issue to Seller the number of shares of Parent Common Stock (rounded down to the nearest whole share) equal to the quotient of the Stock Payment Amount divided by the Parent Average Stock Price.

PURCHASE PRICE

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Table of Contents