STOCK
PURCHASE AGREEMENT




Between




THE
LACLEDE GROUP, INC.




and




STRIPE
ACQUISITION, INC.









February
15, 2008







TABLE OF CONTENTSPage1.
            
            DEFINITIONS
            12.
            
            PURCHASE
      AND SALE OF SM&P SHARES
            7(a)
            Basic
      Transaction
            7(b)
            Purchase
      Price
            7(c)
            Purchase
      Price Adjustment
            8(d)
            The
      Closing
            10(e)
            Deliveries
      at the Closing
            113.
            
            REPRESENTATIONS
      AND WARRANTIES CONCERNING THETRANSACTION
            11(a)
            Representations
      and Warranties of the Seller
            11(b)
            Representations
      and Warranties of the Buyer
            124.
            
            REPRESENTATIONS
      AND WARRANTIES OF THE SELLER CONCERNINGSM&P
            14(a)
            Organization,
      Qualification and Corporate Power
            14(b)
            Capitalization
            14(c)
            Noncontravention
            15(d)
            Financial
      Statements
            15(e)
            Title
      to Personal Property
            15(f)
            Legal
      Compliance
            15(g)
            Contracts
            16(h)
            Litigation
            16(i)
            Environmental
      Matters
            17(j)
            Insurance
            18(k)
            Employee
      Relations
            18(l)
            Taxes
            18(m)
            Events
      After September 30, 2007
            19(n)
            Customers
            20(o)
            Condition
      of Personal Property
            20(p)
            Real
      Property
            20(q)
            Transactions
      with Affiliates
            21(r)
            Employee
      Benefits
            21




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TABLE
      OF CONTENTS(continued)Page(s)
            Sufficiency
      of Assets
            22(t)
            Accounts
      Receivable
            22(u)
            Employees
            23(v)
            Intellectual
      Property
            23(w)
            Undisclosed
      Liabilities
            245.
            
            PRE-CLOSING
      COVENANTS
            25(a)
            General
            25(b)
            Notices
      and Consents
            25(c)
            Operations
      of Business
            25(d)
            Full
      Access
            27(e)
            Notice
      of Developments
            27(f)
            Parent
      Guaranties
            28(g)
            Termination
      of Affiliate Transactions
            28(h)
            Exclusivity
            286.
            
            POST-CLOSING
      COVENANTS
            28(a)
            General
            28(b)
            Litigation
      Support
            28(c)
            Transition
            29(d)
            Access
      to Information and Cooperation
            29(e)
            Noncompete
            29(f)
            Employee
      Matters
            307.
            
            CONDITIONS
      TO OBLIGATION TO CLOSE
            31(a)
            Conditions
      to Obligation of the Buyer
            31(b)
            Conditions
      to Obligation of the Seller
            338.
            
            REMEDIES
      FOR BREACHES OF THIS AGREEMENT
            33(a)
            Survival
      of Representations and Warranties
            33(b)
            Indemnification
      Provisions for Benefit of the Buyer
            34(c)
            Indemnification
      Provisions for Benefit of the Seller
            34(d)
            Matters
      Involving Third Parties
            34(e)
            No
      Contribution
            35




-
ii -








TABLE
      OF CONTENTS(continued)Page(f)
            Exclusive
      Remedies
            359.
            
            TAX
      MATTERS
            35(a)
            Scope
      of Tax Indemnity Provisions
            35(b)
            Allocation
      of Liability for Taxes
            35(c)
            Proration
      of Taxes
            36(d)
            Refunds
      of Taxes; Amended Returns; Carryovers
            37(e)
            Preparation
      and Filing of Tax Returns
            38(f)
            Tax
      Controversies; Assistance and Cooperation
            39(g)
            Termination
      of Tax Allocation Agreements
            41(h)
            Indemnification
      for Post-Closing Transactions
            41(i)
            Post-Closing
      Transactions Not in the Ordinary Course
            41(j)
            Survival
            41(k)
            Conflicts
            4110.
            
            TERMINATION
            41(a)
            Termination
      of Agreement
            41(b)
            Effect
      of Termination
            4211.
            
            MISCELLANEOUS
            42(a)
            Press
      Releases and Public Announcements
            42(b)
            No
      Third Party Beneficiaries
            42(c)
            Entire
      Agreement
            42(d)
            Succession
      and Assignment
            43(e)
            Counterparts;
      Facsimile
            43(f)
            Headings
            43(g)
            Notices
            43(h)
            Governing
      Law
            44(i)
            Amendments
      and Waivers
            44(j)
            Severability
            44(k)
            Expenses
            44(l)
            Construction
            44




-
iii -


STOCK PURCHASE
AGREEMENT
  THIS STOCK PURCHASE AGREEMENT
(this “Agreement”) is
entered into as of February 15, 2008, between The Laclede Group, Inc., a
Missouri corporation (the “Seller”), and Stripe
Acquisition, Inc., a Delaware corporation (the “Buyer”).  The
Buyer and the Seller are herein referred to individually as “Party” and
collectively as the “Parties.”
  The
Seller owns all of the issued and outstanding stock of SM&P Utility
Resources, Inc., an Indiana corporation (“SM&P”).  This
Agreement contemplates a transaction in which the Buyer will purchase from the
Seller, and the Seller will sell to the Buyer, all of the outstanding capital
stock of SM&P for the consideration described in Section 2(b).
  Now,
therefore, in consideration of the premises and the mutual promises herein made,
and in consideration of the representations, warranties and covenants herein
contained, the Parties agree as follows.
  1.           DEFINITIONS.
  “Adverse
Consequences” means all actions, suits, proceedings, hearings,
investigations, charges, complaints, claims, demands, injunctions, judgments,
orders, decrees, rulings, damages, dues, penalties, fines, costs, reasonable
amounts paid in settlement, liabilities, obligations, taxes, liens, losses,
expenses and fees, including court costs and reasonable attorneys' fees and
expenses, as adjusted for tax benefits actually realized and insurance coverage
actually obtained (net of any associated increased costs resulting from any
insurance recoveries made in respect of any Adverse Consequences), but not
including consequential damages.
  “Affiliate”
of a Person means another Person that controls, is controlled by, or is under
common control with such first Person.
  “Affiliated
Group” means any affiliated group within the meaning of Code
Section 1504.
  “Agreement”
has the meaning set forth in the first paragraph of this Agreement.
  “Applicable
Tax Law” means any law of any nation, state, region, province, locality,
municipality or other jurisdiction relating to Taxes, including regulations and
other official pronouncements of any governmental entity or political
subdivision of such jurisdiction charged with interpreting such
laws.
  “Buyer”
has the meaning set forth in the first paragraph of this Agreement.
  “Buyer
Benefit Plan” means any Employee Benefit Plan maintained or contributed
to by the Buyer.
  “Cap”
has the meaning set forth in Section 8(b)(ii).
  “Claim
Deductible” means $25,000.
   1
  “Closing”
has the meaning set forth in Section 2(d).
  “Closing
Date” has the meaning set forth in Section 2(d).
  “Closing
Working Capital” has the meaning set forth in Section 2(c)(iii)(F).
  “Code”
means the Internal Revenue Code of 1986, as amended.
  “Confidentiality
Agreements” has the meaning set forth in Section 5(d).
  “Confidential
Information” has the meaning set forth in Section 6(e)(iii).
  “Debt
Financing Commitment” has the meaning set forth in Section
3(b)(vi).
  “Deductible”
has the meaning set forth in Section 8(b)(ii).
  “Disclosure
Schedule” means the disclosure schedule attached as Annex I to this
Agreement.
  “Draft
Working Capital Closing Statement” has the meaning set forth in Section 2(c)(iii)(A).
  “Employee
Benefit Plan” means any Employee Pension Benefit Plan, any Employee
Welfare Benefit Plan and any other executive compensation plan, executive
security plan, bonus plan, incentive compensation plan, deferred compensation
plan or agreement, employment agreement, consulting agreement, change in control
agreement, golden or tin parachute arrangement, employee pension, retirement,
profit sharing or savings plan, employee stock purchase, stock option or stock
award plan, group life insurance, health, hospitalization, dental and disability
plan, severance plan, tuition assistance program, personnel policy (including
but not limited to holiday pay, moving expense reimbursement, sick leave,
vacation pay or benefit arrangement) or any other fringe benefit
arrangement.
  “Employee
Pension Benefit Plan” has the meaning set forth in ERISA
Section 3(2).
  “Employee
Welfare Benefit Plan” has the meaning set forth in ERISA
Section 3(1).
  “Environmental
Laws” has the meaning set forth in Section 4(i).
  “Equity
Financing Commitment” has the meaning set forth in Section
3(b)(vi).
  “ERISA”
means the Employee Retirement Income Security Act of 1974, as
amended.
  “Estimated
Adjusted Purchase Price” has the meaning set forth in Section 2(c)(i).
  “Estimated
Working Capital” has the meaning set forth in Section 2(c)(ii).
  “Estimated
Working Capital Target” has the meaning set forth in
Section 2(c)(ii).
   2
  “Estimated
Working Capital Closing Statement” has the meaning set forth in Section 2(c)(ii).
  “Estimated
Working Capital Target Closing Statement” has the meaning set forth in
Section 2(c)(ii).
  “Final
Adjusted Purchase Price” has the meaning set forth in
Section
2(c)(iii)(G).
  “Financing
Commitments” has the meaning set forth in Section
3(b)(vi).
  “Formal
IP” has the meaning set forth in Section 4(v)(ii).
  “GAAP”
means accounting principles generally accepted in the United States as in effect
from time to time.
  “Hazardous
Substances” means any substance defined or listed as a hazardous
substance, waste or material under the Comprehensive Environmental Response,
Compensation, and Liability Act or any comparable state Environmental Law that
is applicable and includes petroleum oil and its fractions and petroleum-derived
products but does not include natural gas or building materials such as paint
and insulation.
  “HSR
Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended, and the rules and regulations promulgated thereunder.
  “Indebtedness” means, of any Person,
without duplication, (a) indebtedness for borrowed money or indebtedness
issued or incurred in substitution or exchange for indebtedness for borrowed
money, (b) indebtedness evidenced by any note, bond, debenture, mortgage or
other debt instrument or debt security, (c) obligations under any interest
rate, currency or other currency hedging agreement, (d) obligations under
any performance bond or letter of credit, but only to the extent drawn or
called prior to the Closing Date, (e) all capitalized lease obligations as
determined under GAAP, (f) guarantees with respect to any indebtedness of
any other Person of a type described in clauses (a) through
(e) above,
(g) for clauses (a) through
(f) above,
all accrued interest thereon, if any, and any termination fees, prepayment
penalties, "breakage" cost or similar payments associated with the repayments of
such Indebtedness on the Closing Date.  For the avoidance of doubt,
Indebtedness shall not include (a) any obligations under any performance
bond or letter of credit to the extent undrawn or uncalled, (b) any
Indebtedness included in the calculation of current liabilities in the
determination of Working Capital (as determined in accordance with the
calculations set forth on Section 2(c) of the
Disclosure Schedule), (c) operating leases, (d) deferred tax
liabilities or (e) retirement benefit liabilities.
  “Indemnified
Party” has the meaning set forth in Section 8(d).
  “Indemnifying
Party” has the meaning set forth in Section 8(d).
  “Independent
Accounting Firm” has the meaning set forth in Section 2(c)(iii)(E).
  “Intellectual
Property” means all intellectual property and industrial property rights
of any kind or nature of SM&P, including all U.S. and foreign (a)
inventions, whether or not
   3
  patentable,
reduced to practice or made the subject matter of one or more pending patent
applications, patents, patent applications, patent disclosures, and all related
continuations, continuations-in-part, divisionals, reissues, re-examinations,
substitutions, and extensions thereof  (b) trademarks, service marks,
names, corporate names, trade names, domain names, logos, slogans, trade dress,
and other similar designations of source or origin, together with the goodwill
symbolized by any of the foregoing, (c) registered and unregistered copyrights
and all applications to register the same and copyrightable subject matter, (d)
computer programs (whether in source code, object code, or other form),
algorithms, databases, compilations and data, technology supporting the
foregoing, and all documentation, including user manuals and training materials,
related to any of the foregoing that are solely owned by SM&P, (e) trade
secrets and all other confidential information, business information (including
pricing and cost information, business and marketing plans and customer and
supplier lists), know-how (including techniques and research and development
information), inventions, proprietary processes, formulae, models, and
methodologies, (f) telephone numbers and Internet protocol addresses, and (g)
all rights in the foregoing, (h) all applications and registrations for the
foregoing, and (i) all rights and remedies against past, present, and future
infringement, misappropriation, or other violation thereof.
  “Knowledge”
means, with respect to the Seller, actual knowledge of the following
representatives of the Seller and SM&P after reasonable inquiry or
investigation:  Robert E. Shively, Kevin F. Beauchamp, Timothy M.
Seelig, and Ryan Hyman.
  “Leased
Real Property” has the meaning set forth in Section 4(p).
  “Material
Adverse Effect” means a material adverse effect on the business,
operations, properties, financial condition, assets or liabilities (including
contingent liabilities) of SM&P, other than effects resulting from either
(a) conditions generally affecting the industries in which SM&P operates,
provided that SM&P is not adversely affected disproportionately in one or
more material respects due to such conditions, (b) any change in law or GAAP or
(c) the transactions contemplated by or otherwise permitted by this
Agreement.
  “Material
Agreement” has the meaning set forth in Section 4(g).
  “Multiemployer
Plan” has the meaning set forth in ERISA Section 3(37).
  “New
Laptop Expenditure” has the meaning set forth in Section
2(b).
  “Noncompete
Period” has the meaning set forth in Section 6(e)(i).
  “Ordinary
Course of Business” means the ordinary course of SM&P's business
consistent with prior custom and practice (including with respect to quantity
and frequency).
  “Owned
Real Property” has the meaning set forth in Section 4(p).
  “Party”
or “Parties”
has the meaning set forth in the first paragraph of this Agreement.
  “PBGC”
means the Pension Benefit Guaranty Corporation.
   4
  “Permitted
Encumbrances” means:
  
 (i)  mechanic’s
and materialmen’s liens and liens for ad valorem taxes and assessments that are
not yet delinquent or, if delinquent, that are being contested in good faith and
for which appropriate reserves have been established in accordance with
GAAP;
 
 (ii)  easements,
rights-of-way, servitudes, permits, surface leases and other rights in respect
of real property that do not materially interfere with the use of the property
in the manner in which SM&P has historically used the property;
 
 (iii) rights
reserved to or vested in any government, statutory, municipal or public
authority to control or regulate the assets of SM&P, and all applicable
laws, rules and orders of any governmental authorities;
 
 (iv)  restrictions
on transfer arising under applicable federal or state securities laws;
and
 
 (v)  all other
liens, charges, encumbrances, defects or irregularities that individually or in
the aggregate are not such as to materially interfere with the operation, value
or use of the property or asset affected.
  “Person”
means an individual, a partnership, a corporation, a limited liability company,
an association, a joint stock company, a trust, a joint venture, an
unincorporated organization or a governmental entity (or any department, agency
or political subdivision thereof).
  “SM&P”
has the meaning set forth in the first paragraph of this Agreement.
  “SM&P
Benefit Plans” has the meaning set forth in Section 4(r).
  “SM&P
Financial Statements” has the meaning set forth in Section 4(d).
  “SM&P
Share” means any share of the common stock, $1.00 par value, of
SM&P.
  “Post-Closing
Period” means, with respect to SM&P, any Tax Period commencing after
the Closing Date and the portion of any Straddle Period commencing after the
Closing Date.
  “Pre-Closing
Period” means, with respect to SM&P, any Tax Period ending on or
before the Closing Date and the portion of any Straddle Period ending on the
Closing Date.
  “Purchase
Price” has the meaning set forth in Section 2(b).
  “Related
Party Agreements”
has the meaning set forth in Section
4(q).
  “Securities
Act” means the Securities Act of 1933, as amended.
  “Security
Interest” means any mortgage, pledge, lien, encumbrance, charge or other
security interest, other than Permitted Encumbrances.
   5
  “Seller”
has the meaning set forth in the first paragraph of this Agreement.
  “Seller's
Report” has the meaning set forth in Section 2(c)(iii)(B).
  “Straddle
Period” means, with respect to SM&P, any Tax Period that begins
before and ends after the Closing Date.
  “Tax”
or “Taxes”
means any net income, gross income, gross receipts, license, payroll,
employment, excise, severance, stamp, occupation, windfall profits,
environmental, ad valorem, customs duty, utility, production, capital stock,
franchise, profits, withholding, social security (or similar), unemployment,
disability, real property, personal property, sales, use, transfer,
registration, value added, estimated or other tax of any kind whatsoever,
including any interest, penalty or additions thereto, imposed by any taxing
authority (domestic or foreign), whether disputed or not, including any
liability for taxes pursuant to Treasury Regulation Section 1.1502-6 (or
similar provision of state, local or foreign law).
  “Tax
Allocation Agreement” has the meaning set forth in Section
9(g).
  “Tax
Authority” means, with respect to any Tax, the governmental entity or
political subdivision thereof that imposes such Tax, and the agency (if any)
charged with the collection of such Taxes for such entity or subdivision,
including any governmental or quasi-governmental entity or agency that imposes,
or is charged with collecting, social security or similar charges or
premiums.
  “Tax
Benefit” means the present value of any refund, credit or reduction in
otherwise required Tax payments including any interest payable thereon, which
present value shall be computed as of the Closing Date or the first date on
which the right to the refund, credit or other Tax reduction arises or otherwise
becomes available to be utilized, whichever is later, (i) using the combined
federal, state and local income Tax rate applicable to the highest level of
income with respect to such Tax under the Applicable Tax Law on such date, and
(ii) using the applicable rate on such date imposed on corporate deficiencies
paid within 30 days of a notice of proposed deficiency under the Code or other
Applicable Tax Law.  Any Tax Benefit shall be computed net of any
related Tax cost (which shall be computed in the same manner in which Tax
Benefits are otherwise computed pursuant to this definition).
  “Tax
Period” means, with respect to any Tax, the period for which the Tax is
reported as provided under Applicable Tax Law.
  “Tax
Returns” means any return, including any information return, declaration,
report, claim for refund, statement, schedule, notice, form or other document or
information, filed, or required to be filed, in connection with the calculation,
determination, assessment or collection or otherwise relating to any
Tax.
  “Third
Party Claim” has the meaning set forth in Section 8(d).
  “Title IV
Plan” means any Employee Benefit Plan that is a defined benefit plan (as
defined in ERISA
 Section 3(35)) and
is subject to Title IV of ERISA.
   6
  “Treasury
Regulation” means the U.S. federal income tax regulations, as
amended.
  “Working
Capital” means the difference between the value of current assets
(excluding cash and cash equivalents) and current liabilities (excluding current
portions of long-term debt and accrued interest thereon and deferred tax
obligations) of SM&P.  Working Capital for the months of February
2007 through January 2008 are as shown on the attached Section 2(c) of the
Disclosure Schedule.  Working
Capital for any other months will be determined in accordance with the
calculations set forth on the attached Section 2(c) of the Disclosure Schedule, applied on
a basis consistent with the SM&P Financial Statements; provided, however, that in
calculating the component line items of “Working Capital”, no effect shall be
given to any assets, liabilities or obligations related to (i) any transactions
between SM&P, on one hand, and the Seller or its Affiliates, on the other
hand (excluding accounts receivable related to locating services provided by
SM&P for Affiliates of Seller), other than those set forth on Section 2(c) of the
Disclosure Schedule, (ii) any purchase accounting or other similar
adjustments resulting from the consummation of the transactions between
SM&P, on one hand, and the Seller or its Affiliates, on the other hand,
(iii) any accrual with respect to any expenses related to the transactions
between SM&P, on the one hand, and the Seller or its Affiliates, on the
other hand, other than any amounts due as a result of any Tax Allocation
Agreement, (iv) any Tax assets or Tax liabilities, arising outside of the
Ordinary Course of Business, resulting from or in connection with the
consummation of the transactions contemplated by this Agreement and (v) the New
Laptops Expenditure.
  “Working
Capital Closing Statement” has the meaning set forth in Section 2(c)(iii)(B).
  “Working
Capital Increase” has the meaning set forth in Section 2(c)(iii)(H).
  “Working
Capital Reduction” has the meaning set forth in Section 2(c)(iii)(H).
  “Working
Capital Target” means as of the Closing Date, (i) the trailing twelve
(12) month average of Working Capital as of the Closing Date (calculated in
accordance with the procedures and methodology set forth in the definition of
Working Capital), with the last month (i.e., the twelfth month) in such average
determined as follows: (A) if the Closing occurs on the last business day of any
month, the last month in such average shall be the month ended on the Closing
Date (e.g., if the Closing occurs on March 31, the last month included in such
average shall be March) and (B) if the Closing occurs on any day other than the
last business day of the  month, the last month in such average shall
be the preceding month end (e.g., if the Closing occurs on March 15, the last
month included in such average shall be the month ended February); minus (ii)
$3,400,000.
  2.  PURCHASE AND SALE OF
SM&P SHARES
  (a) Basic
Transaction.  On and subject to the terms and conditions of
this Agreement, the Buyer agrees to purchase from the Seller, and the Seller
agrees to sell to the Buyer, all of the issued and outstanding SM&P Shares
for the Final Adjusted Purchase Price.
  (b) Purchase
Price.  The Buyer agrees to pay to the Seller at the Closing an
amount equal to the sum of (i) $85,000,000 and (ii) the aggregate amount of
capital expenditures made by SM&P on or after February 1, 2008 and prior to
the Closing with respect to projects that the
   7
  Buyer
approves in writing, with such approval not to be unreasonably withheld; provided, that for the purpose
of this clause (ii), the $517,000 purchase order for field laptops (the “New Laptops
Expenditure”) and up to $500,000 of the other contemplated capital
expenditures set forth on Schedule 2(b) of the
Disclosure Schedules are deemed to be approved by the
Buyer.  All of the foregoing shall be collectively referred to as the
“Purchase
Price,” which shall be subject to further adjustment pursuant to Section 2(c).
  (c) Purchase
Price Adjustment.  The Purchase Price shall be adjusted as
follows:
  (i) At
Closing, the Purchase Price shall be increased or decreased (as adjusted, the
“Estimated Adjusted
Purchase Price”), as the case may be, on a dollar-for-dollar basis by the
amount by which the Estimated Working Capital, is greater or less than the
Estimated Working Capital Target.
  (ii) As
soon as practicable (but in any event at least two business days prior to
Closing), SM&P shall prepare and deliver to the Buyer an estimated
calculation, as of the Closing, of the Working Capital (the “Estimated Working
Capital”) and the Working Capital Target (the “Estimated Working Capital
Target”).  Such calculation of the Estimated Working Capital is
referred to herein as the “Estimated Working Capital
Closing Statement”.  The Estimated Working Capital Closing
Statement shall be prepared in conformity with the definition of Working
Capital.  Such calculation of the Estimated Working Capital Target is
referred to herein as the “Estimated Working Capital
Target Closing Statement”.  The Estimated Working Capital
Target Closing Statement shall be prepared in conformity with the definition of
Working Capital Target.
  (iii) The
Estimated Adjusted Purchase Price shall be subject to adjustment, if any, after
the Closing Date as specified in this Section 2(c)(iii).
  (A) As
soon as practicable following the Closing, the Buyer shall prepare a statement
of (I) the Working Capital as of the Closing Date (the “Draft Working Capital
Closing Statement”); and (II) the Working Capital Target as of the
Closing Date (the “Draft Working Capital Target
Closing Statement”).  The Draft Working Capital Closing
Statement shall be prepared in conformity with the definition of Working
Capital.  The Draft Working Capital Target Closing Statement shall be
prepared in conformity with the definition of Working Capital
Target.  The Buyer will deliver the Draft Working Capital Closing
Statement and the Draft Working Capital Target Closing Statement to the Seller
not later than 45 calendar days following the Closing Date.
  (B) The
Draft Working Capital Closing Statement shall be final and binding upon the
Parties, and shall be deemed to be the Working Capital Closing Statement,
unless, within 30 calendar days after receipt of the Draft Working Capital
Closing Statement and the Draft Working Capital Target Closing Statement from
the Buyer, the Seller shall provide to the Buyer a report indicating its
objections, if any, to the Draft Working Capital Closing
Statement.  Any such objections shall be set forth in reasonable
detail in a report (the “Seller's Report on Working
Capital”) that shall indicate the grounds upon which the
Seller
   8
  disputes
the Buyer's calculation of the Draft Working Capital Closing
Statement.  The Buyer shall provide to the Seller full access, during
normal business hours, to the books and records of SM&P and to SM&P's
personnel and accountants in connection with the Seller's review of the Draft
Working Capital Closing Statement and with the Seller's preparation of the
Seller's Report on Working Capital.
  (C) The
Draft Working Capital Target Closing Statement shall be final and binding upon
the Parties, and shall be deemed to be the Working Capital Target Closing
Statement, unless, within 30 calendar days after receipt of the Draft Working
Capital Target Closing Statement and the Draft Working Capital Closing Statement
from the Buyer, the Seller shall provide to the Buyer a report indicating its
objections, if any, to the Draft Working Capital Target Closing
Statement.  Any such objections shall be set forth in reasonable
detail in a report (the “Seller's Report on Working
Capital Target”) that shall indicate the grounds upon which the Seller
disputes the Buyer's calculation of the Draft Working Capital Target Closing
Statement.  The Buyer shall provide to the Seller full access, during
normal business hours, to the books and records of SM&P and to SM&P's
personnel and accountants in connection with the Seller's review of the Draft
Working Capital Target Closing Statement and with the Seller's preparation of
the Seller's Report on Working Capital Target.
  (D) Within
30 calendar days after the receipt by the Buyer of the Seller's Report on
Working Capital and the Seller’s Report on Working Capital Target, the Seller
and the Buyer shall endeavor in good faith to agree on any matters in
dispute.
  (E) If
the Buyer and the Seller are unable to agree on any matters in dispute within 30
calendar days after receipt by the Buyer of the Seller's Report on Working
Capital and the Seller’s Report on Working Capital Target, the matters in
dispute will be submitted for resolution to an independent accounting firm of
national reputation as may be mutually acceptable to the Buyer and the Seller,
provided, however, if the
Parties are unable to agree on a mutually acceptable accounting firm within such
30-day period, such firm shall be appointed in accordance with the arbitrator
selection process of the American Arbitration Association (the “Independent Accounting
Firm”). The Independent Accounting Firm shall agree to determine and
issue a written report to the Seller and the Buyer regarding such disputed
items, within 30 calendar days after such submission.  Such written
decision shall be final and binding upon the Parties. The Independent Accounting
Firm shall be instructed to resolve only those items in dispute and the
Independent Accounting Firm's decision shall be based solely on written
submissions by the Seller and the Buyer.  The Independent Accounting
Firm may not assign a value greater than the greatest value for such item
claimed by either Party or smaller than the smallest value for such item claimed
by either Party.  The working capital statement incorporating the
resolution of matters in dispute with respect to Working Capital (or, if the
Seller's Report on Working Capital is not provided within the time prescribed in
Section 2(c)(iii),
the Draft
   9
  Working
Capital Closing Statement) is referred to as the “Working Capital Closing
Statement.”  The Working Capital Closing Statement shall have
the legal effect of an arbitral award and shall be final, binding and conclusive
on the Parties.   The Working Capital Target Statement
incorporating the resolution of matters in dispute with respect to Working
Capital Target (or, if the Seller's Report on Working Capital Target is not
provided within the time prescribed in Section 2(c)(iii),
the Draft Working Capital Target Closing Statement) is referred to as the “Working Capital Target
Closing Statement.”  The Working Capital Target Closing
Statement shall have the legal effect of an arbitral award and shall be final,
binding and conclusive on the Parties.  Judgment may be entered upon
the amount payable hereunder in accordance with the determination of the
Independent Accounting Firm in any court having jurisdiction over the Party
against which such determination is to be enforced.  The fees and
expenses of the Independent Accounting Firm incurred pursuant to this Section 2(c)(iii)
shall be borne by the party whose aggregate disputed amount is farthest away
from the aggregate determination of the Independent Accounting
Firm.  The Seller and the Buyer shall cooperate with each other and
each other's representatives to enable the Independent Accounting Firm to render
a written decision as promptly as possible.
  (F) The
parties agree to execute customary engagement letters with the Independent
Accounting Firm in connection with its engagement hereunder.
  (G) Upon
the completion of the Working Capital Closing Statement and the Working Capital
Target Closing Statement the following calculation shall be made (with the
result being the “Final Adjusted Purchase
Price”): the amount equal to the Purchase Price, plus or minus, as the
case may be, the amount by which final Working Capital (calculated by reference
to the Working Capital Closing Statement) is greater or less than the final
Working Capital Target (calculated by reference to the Working Capital Target
Closing Statement).
  (H) If
the Final Adjusted Purchase Price is less than the Estimated Adjusted Purchase
Price, the Estimated Adjusted Purchase Price shall be reduced by an amount equal
to such shortfall (the “Working Capital
Reduction”).  The Seller shall pay to the Buyer the amount of
the Working Capital Reduction.  If the Final Adjusted Purchase Price
is greater than the Estimated Adjusted Purchase Price, the Estimated Adjusted
Purchase Price shall be increased by an amount equal to such excess (the “Working Capital
Increase”).  The Buyer shall pay to the Seller the amount of
the Working Capital Increase.
  (I) Any
payments to be made pursuant to Section 2(c)(iii)(H)
shall be made in cash within ten calendar days after the date of receipt by the
Buyer and the Seller of the Working Capital Closing Statement and Working
Capital Target Closing Statement as finally established pursuant to this Section 2(c)(iii).
  (d) The
Closing.  The closing of the transactions contemplated by this
Agreement (the “Closing”) shall take
place at 720 Olive Street, 15th Floor, St. Louis, Missouri 63101,
   10
  commencing
at 9:00 a.m. local time on the second business day after all conditions to the
obligations of the Parties to consummate the transactions contemplated hereby
(other than the conditions with respect to actions the Parties will take at the
Closing itself) are satisfied or waived or such other date as the Buyer and the
Seller may mutually determine (the “Closing
Date”).
  (e) Deliveries
at the Closing.  At the Closing, (i) the Seller will deliver to
the Buyer the various certificates, instruments and documents referred to in
Section 7(a),
(ii) the Buyer will deliver to the Seller the various certificates, instruments
and documents referred to in Section 7(b),
(iii) the Seller will deliver to the Buyer stock certificates representing all
of the SM&P Shares endorsed in blank or accompanied by duly executed
assignment documents, and (iv) the Buyer will deliver to the Seller the
Estimated Adjusted Purchase Price by wire transfer of immediately available
funds to an account designated by the Seller at least two business days prior to
the Closing.
  3.  REPRESENTATIONS AND
WARRANTIES CONCERNING THE TRANSACTION
  (a) Representations
and Warranties of the Seller.  The Seller represents and
warrants to the Buyer that the statements contained in this Section 3(a) are
true and correct as of the date of this Agreement:
  (i) Organization
of the Seller.  The Seller is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Missouri.
  (ii) Authorization
of Transaction.  The Seller has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and has all requisite power and authority to perform its obligations
hereunder.  This Agreement constitutes the valid and legally binding
obligation of the Seller, enforceable in accordance with its terms and
conditions, subject to the effects of bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditor's rights generally and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).  Except for any filing required
under the HSR Act, to the extent applicable, and subject to the expiration or
termination of the waiting period arising thereunder, the Seller is not required
to give any notice to, make any filing with or obtain any authorization, consent
or approval from any government or governmental agency to consummate the
transactions contemplated by this Agreement, except for notices, filings,
authorizations, consents or approvals that, if not made or obtained, would not
adversely affect the Seller's ability to consummate the transactions
contemplated by this Agreement.
  (iii) Noncontravention.  Neither
the execution and the delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge or other
restriction of any government, governmental agency or court to which the Seller
is subject or any provision of its charter or bylaws or (B) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any
   11
  party
the right to accelerate, terminate, modify or cancel, or require any notice
under, any agreement, contract, lease, license, instrument or other arrangement
to which the Seller is a party or by which it is bound or to which any of its
assets is subject, except for such violations, defaults, breaches or other
occurrences that, individually or in the aggregate, would not have, or be
reasonably likely to have, a material adverse effect on the Seller and will not
adversely affect the Seller's ability to consummate the transactions
contemplated by this Agreement.
  (iv) Brokers'
Fees.  The Seller has no liability or obligation to pay any
fees or commissions to any broker, finder or agent with respect to the
transactions contemplated by this Agreement for which the Buyer or SM&P is
or could become liable or obligated.
  (v) SM&P
Shares.  The Seller holds of record and owns beneficially 100
SM&P Shares, which represent all of the issued and outstanding capital stock
of SM&P, free and clear of any restrictions on transfer (other than
restrictions under federal and state securities laws), taxes, Security
Interests, options, warrants, purchase rights, contracts, commitments, equities,
claims and demands.  The Seller is not a party to any option, warrant,
purchase right or other contract or commitment that could require the Seller to
sell, transfer or otherwise dispose of any capital stock of SM&P (other than
this Agreement).  The Seller is not a party to any voting trust, proxy
or other agreement or understanding with respect to the voting of any capital
stock of SM&P.  Upon consummation of the Closing, the Buyer will
receive good and marketable title to the SM&P Shares, which SM&P Shares
will represent all of the issued and outstanding securities of SM&P and
which will be free and clear of all liens, encumbrances and other third-party
claims arising due to actions by the Seller.
  (b) Representations
and Warranties of the Buyer.  The Buyer represents and warrants
to the Seller that the statements contained in this Section 3(b) are
true and correct as of the date of this Agreement:
  (i) Organization
of the Buyer.  The Buyer is a corporation duly organized,
validly existing, and in good standing under the laws of the State of
Delaware.
  (ii) Authorization
of Transaction.  The Buyer has full power and authority
(including full corporate power and authority) to execute and deliver this
Agreement and has all requisite power and authority to perform its obligations
hereunder.  This Agreement constitutes the valid and legally binding
obligation of the Buyer, enforceable in accordance with its terms and
conditions, subject to the effects of bankruptcy, insolvency, reorganization,
moratorium or similar laws affecting creditor's rights generally and to general
principles of equity (regardless of whether such enforceability is considered in
a proceeding in equity or at law).  Except for any filing required
under the HSR Act, to the extent applicable, and subject to the expiration or
termination of the waiting period arising thereunder, the Buyer is not required
to give any notice to, make any filing with or obtain any authorization, consent
or approval from any government or governmental agency to consummate the
transactions contemplated by this Agreement, except for notices, filings,
authorizations, consents or approvals that, if not made or
   12
  obtained,
would not adversely affect the Buyer's ability to consummate the transactions
contemplated by this Agreement.
  (iii) Noncontravention.  Neither
the execution and the delivery of this Agreement nor the consummation of the
transactions contemplated hereby will (A) violate any constitution, statute,
regulation, rule, injunction, judgment, order, decree, ruling, charge or other
restriction of any government, governmental agency or court to which the Buyer
is subject or any provision of its charter or bylaws or (B) conflict with,
result in a breach of, constitute a default under, result in the acceleration
of, create in any party the right to accelerate, terminate, modify or cancel, or
require any notice under, any agreement, contract, lease, license, instrument or
other arrangement to which the Buyer is a party or by which it is bound or to
which any of its assets is subject, except for such violations, defaults,
breaches or other occurrences that, individually or in the aggregate, would not
have, or be reasonably likely to have, a material adverse effect on the Buyer
and will not materially adversely affect the Buyer's ability to consummate the
transactions contemplated by this Agreement.
  (iv) Brokers'
Fees.  The Buyer has no liability or obligation to pay any fees
or commissions to any broker, finder or agent with respect to the transactions
contemplated by this Agreement for which the Seller could become liable or
obligated.
  (v) Investment.  The
Buyer is acquiring the SM&P Shares solely for its own account for investment
purposes and not with a view to any distribution thereof within the meaning of
the Securities Act.  The Buyer understands that the SM&P Shares
are “restricted
securities” under applicable federal and state securities laws and that,
pursuant to these laws, the SM&P Shares may not be sold, transferred or
otherwise disposed of without registration under the Securities Act and under
any applicable state securities law or an exemption therefrom, and that in the
absence of an effective registration statement covering the SM&P Shares or
an available exemption from registration under the Securities Act and any
applicable state securities laws, the SM&P Shares must be held
indefinitely.
  (vi) Financing.  The
Buyer has received (i) the commitment letter, dated February 4, 2008, among the
Buyer and General Electric Capital Corporation, an affiliate of GE Antares
Capital Corp. (the “Debt Financing
Commitment”) and (ii) the equity commitment letter, dated February 4,
2008, between Kohlberg Management VI, LLC and the Buyer (the “Equity Financing
Commitment” and together with the Debt Financing Commitment, the “Financing
Commitments”).  A true, correct and complete copy of the Debt
Financing Commitment and a true, correct and complete copy of the Equity
Financing Commitment are attached hereto as Section 3(b)(vi)-1
and Schedule
3(b)(vi)-2 of the Disclosure Schedule, respectively.  The
Financing Commitments provide the Buyer with aggregate financing sufficient to
consummate the transactions contemplated by this Agreement and to pay all
related fees and expenses associated therewith.  The obligations to
fund the commitments under the Financing Commitments are not subject to any
condition, other than the conditions expressly set forth in the Financing
Commitments. As of the date hereof, no amendment or modification of any of the
Financing Commitments is contemplated by any party thereto, and the
respective
   13
  commitments
contained in the Financing Commitments have not been withdrawn or rescinded in
any respect.  There are no fees, expense reimbursement obligations or
other amounts that are required to be paid by Buyer prior to Closing under or in
respect of the Financing Commitments.
  (vii) No
Implied Warranties.  The Buyer is experienced and knowledgeable
with respect to the industries in which SM&P operates and is aware of the
risks in those industries.  The Buyer acknowledges and agrees that
neither the Seller nor any of its Affiliates nor any Person acting on behalf of
any of them is making any representation or warranty with respect to SM&P or
the transactions contemplated by this Agreement except as expressly set forth in
Section 3(a),
Section 4
or the certificates delivered pursuant to Sections 7(a)(v) and
(vi).  In particular, neither the Seller nor any of its
Affiliates nor any Person acting on behalf of any of them makes any
representation or warranty with respect to (i) the confidential Briefing
Memorandum or the Supplemental Offering Memorandum furnished by the Seller, (ii)
any financial projection or forecast relating to SM&P or its business, or
(iii) except as expressly set forth in Section 3(a),
Section 4
or the certificates delivered pursuant to Sections 7(a)(v) and
(vi), any other information provided by or on behalf of the Seller
with respect to SM&P and its business.  In entering into this
Agreement, the Buyer acknowledges and affirms that it has relied and will rely
solely on the terms of this Agreement and upon its independent analysis,
evaluation and investigation of, and judgment with respect to, the business,
economic, legal, tax or other consequences of the transactions contemplated by
this Agreement, including its own estimate and appraisal of the extent and value
of, and the risks associated with, the industries in which SM&P
operates.
  4.  REPRESENTATIONS
AND WARRANTIES OF THE SELLER CONCERNING SM&P.  The Seller
represents and warrants to the Buyer that the statements contained in this Section 4 are
true and correct as of the date of this Agreement:
  (a) Organization,
Qualification and Corporate Power.  SM&P (i) is a
corporation duly organized and validly existing under the laws of the State of
Indiana, (ii) is duly authorized to conduct business and is in good standing
under the laws of each jurisdiction where such qualification is required, except
where the lack of such qualification would not have, or be reasonably likely to
have, a Material Adverse Effect and (iii) has full power and authority to carry
on the businesses in which it is engaged and to own and use the properties owned
and used by it.
  (b) Capitalization.  The
entire authorized capital stock of SM&P consists of 1,000 SM&P Shares,
of which 100 SM&P Shares are issued and outstanding.  All of the
issued and outstanding SM&P Shares have been duly authorized, are validly
issued, fully paid and nonassessable and are held beneficially and of record by
the Seller.  There are no outstanding or authorized options, warrants,
purchase rights, subscription rights, conversion rights, exchange rights or
other contracts or commitments that could require SM&P to issue, sell or
otherwise cause to become outstanding any of its capital stock.  There
are no outstanding or authorized stock appreciation, phantom stock, profit
participation or similar rights with respect to SM&P.  SM&P
owns 100% of the issued and outstanding shares of capital stock of Colcom, Inc.,
a Texas corporation which currently has no active business
operations.  Except with respect to Colcom,
   14
  Inc.,
SM&P does not own or hold any shares of stock or any other security or
interest in any other Person or any rights to acquire any such stock or any
other interest.
  (c) Noncontravention.  Assuming
the accuracy of the Buyer’s representations and warranties set forth in Section 3 of this
Agreement, neither the execution and the delivery of this Agreement nor the
consummation of the transactions contemplated hereby will (i) violate any
material constitution, statute, regulation, rule, injunction, judgment, order,
decree, ruling, charge or other restriction of any government, governmental
agency or court to which SM&P is subject or any provision of the charter or
bylaws of SM&P or (ii) except as set forth in Section 4(c) of the Disclosure
Schedule, conflict with, result in a breach of, constitute a default under,
result in the acceleration of, create in any party the right to accelerate,
terminate, modify or cancel, or require any notice under, any agreement,
contract, lease, license, instrument or other arrangement to which SM&P is a
party or by which it is bound or to which any of its assets is subject (or
result in the imposition of any Security Interest upon any of its assets),
except, in the case of clause (ii) hereof, where the violation, conflict,
breach, default, acceleration, termination, modification, cancellation, failure
to give notice or Security Interest would not have, or be reasonably likely to
have, a Material Adverse Effect.  Except for any filing required under
the HSR Act, to the extent applicable, and for the consents set forth on Section
4(c) of the Disclosure Schedule and subject to the expiration or termination of
the waiting period arising thereunder, SM&P is not required to give any
notice to, make any filing with or obtain any authorization, consent or approval
from any government or governmental agency or other third party in order for the
Parties to consummate the transactions contemplated by this Agreement, except
where the failure to give notice, to file or to obtain any authorization,
consent or approval would not have, or be reasonably likely to have, a Material
Adverse Effect or materially adversely affect the ability of the Parties to
consummate the transactions contemplated by this Agreement.
  (d) Financial
Statements.  Attached hereto as Exhibit A are unaudited income
statements and balance sheets of SM&P as of and for the fiscal years ended
September 30, 2006 and September 30, 2007 and as of November 30, 2007 and for
the two-month period then ended (collectively, the “SM&P Financial
Statements”).  The SM&P Financial Statements fairly present
in all material respects the financial condition and results of operations of
SM&P in accordance with GAAP consistently applied, except as otherwise
expressly set forth in the SM&P Financial Statements or on Section 4(d)
of the Disclosure Schedule, and except that such financial statements do not
include footnotes required by GAAP.
  (e) Title to
Personal Property.  Except as set forth on Section 4(e) of the
Disclosure Schedule, SM&P has good, valid and marketable title to the
personal property that it purports to own, including all personal property
reflected on the unaudited balance sheet as of November 30, 2007 included in the
SM&P Financial Statements, to conduct its business as currently conducted
and holds such personal property free and clear of all Security Interests,
except Permitted Encumbrances.
  (f) Legal
Compliance.  SM&P is in compliance with all applicable laws
(including rules, regulations, codes, plans, injunctions, judgments, orders,
decrees, rulings and charges thereunder) of federal, state, local and foreign
governments (and all agencies thereof) except for such failures to comply that,
individually or in the aggregate, would not have, or be reasonably likely to
have, a Material Adverse Effect.  SM&P has all permits, licenses,
certificates of
   15
  authority,
orders and approvals of, and has made all filings, applications and regulations
with, federal, state, local or foreign government or regulatory bodies that are
currently required to permit it to carry on its business as presently conducted,
the absence of which, individually or in the aggregate, would have, or be
reasonably likely to have, a Material Adverse Effect. There is no default on the
part of SM&P or any other party under, nor does there exist any grounds for
revocation, suspension or limitation of, any of such permits, licenses,
certificates of authority, orders and approvals Licenses or Permits, which,
individually or in the aggregate, would not have, or be reasonably likely to
have, a Material Adverse Effect.
  (g) Contracts.  Section 4(g) of
the Disclosure Schedule lists each written contract and other written agreement
to which SM&P is a party, (i) the performance of which will involve
consideration in excess of $500,000 per year or $2.5 million in the aggregate,
(ii) that contains a covenant not to compete, or other material covenant
restricting the development, manufacture, marketing or distribution of products
and services of SM&P, in each case that materially limits the conduct of the
business of SM&P as presently conducted; (iii) that relates to the
acquisition or disposition of any material business by SM&P (whether by
merger, sale of stock, sale of assets or otherwise); (iv) that imposes any
confidentiality, standstill or similar obligation on SM&P, except for those
entered into in the ordinary course of business or in connection with the sale
process of SM&P; (v) that contains a right of first refusal, first offer or
first negotiation; (vi) in respect of any joint venture, partnership or
strategic alliance; and (vii) pursuant to which SM&P has granted any
exclusive marketing, sales representative relationship, franchising, consignment
or distribution right to any third party (collectively, the “Material
Agreements”).  The Seller has made available to the Buyer a
correct and complete copy of each contract or agreement listed in Section 4(g) of
the Disclosure Schedule.  Except as set forth in Section 4(g) of
the Disclosure Schedule:  (i) each Material Agreement is in full force
and effect and is valid and enforceable against SM&P in accordance with its
terms, except as such enforceability may be limited by laws affecting creditors’
rights generally and to the availability of equitable remedies; (ii) SM&P
is, and at all times since January 1, 2006 has been, in full compliance in all
material respects with all applicable terms and requirements of each Material
Agreement under which SM&P has or had any obligation or liability or by
which SM&P or any of the assets owned or used by SM&P is or was bound;
(iii) to the Seller's Knowledge, each other Person that has or had any
obligation or liability under any Material Agreement under which SM&P has or
had any rights is, and at all times since January 1, 2006 has been, in material
compliance with all applicable terms and requirements of such Material
Agreement; (iv) no event has occurred or circumstance exists that (with or
without notice or lapse of time) may reasonably be expected to contravene,
conflict with, or result in a violation nor breach of, or give SM&P or other
Person the right to declare a default or exercise any remedy under, or to
accelerate the maturity or performance of, or to cancel, terminate, or modify,
any Material Agreement; (v) to the Seller's Knowledge, SM&P has not given to
or received from any other Person, at any time since January 1, 2006, any notice
or other communication (whether oral or written) regarding any violation or
breach of, or default under, any Material Agreement; and (vi) to the Seller's
Knowledge, there are no renegotiations of, attempts to renegotiate, or
outstanding rights to renegotiate any material amounts paid or payable to
SM&P under current or completed Material Agreements with any Person, and no
such Person has made written demand to SM&P for such
renegotiation.
  (h) Litigation.  Section 4(h) of the
Disclosure Schedule sets forth each instance in which SM&P (i) is subject to
any outstanding injunction, judgment, order, decree, ruling or
   16
  charge,
(ii) is a party to any action, suit, proceeding, hearing or investigation of, in
or before any court or quasi-judicial or administrative agency of any federal,
state, local or foreign jurisdiction, or (iii) to the Seller’s Knowledge, is
threatened to be made a party to any such proceeding, except in each case where
the injunction, judgment, order, decree, ruling, action, suit, proceeding,
hearing or investigation involves aggregate claims less than
$500,000.
  (i) Environmental
Matters.
  (i) To
the Seller's Knowledge, SM&P is in substantial compliance with all
applicable federal, state, and local laws, ordinances, rules and regulations
relating to protection of public health or the environment, including the
Comprehensive Environmental Response, Compensation, and Liability Act of 1980,
as amended, 42 U.S.C. Section 9601, et seq., the Resource Conservation and
Recovery Act of 1976, as amended, 42 U.S.C. Section 6901, et seq., the
Clean Air Act, 42 U.S.C. Section 7401, et seq., as amended; the Federal
Water Pollution Control Act, 33 U.S.C. Section 1251, et seq., as amended;
the Oil Pollution Act of 1990, 33 U.S.C. Section 2701, and the Occupational
Health and Safety Act, 29 USC Section 651, et seq. (collectively, “Environmental Laws”),
and SM&P has not used or disposed of Hazardous Substances on the real
property owned or operated by SM&P except in material compliance with
Environmental Laws and except for such matters that individually or in the
aggregate do not have, or be reasonably likely to have, a Material Adverse
Effect.
  (ii) To
the Seller's Knowledge, SM&P has obtained and is in substantial compliance
with all permits, licenses, franchises, authorities, consents and approvals as
are necessary under applicable Environmental Laws for operating its assets and
business as presently conducted, and all such permits, licenses, franchises,
authorities, consents and approvals remain in full force and effect, except for
such matters that, individually or in the aggregate, would not reasonably be
expected to have a Material Adverse Effect.
  (iii) There
are no pending or, to the Seller's Knowledge, threatened claims, demands,
actions, administrative proceedings, lawsuits or investigations (a) against
SM&P under any Environmental Laws or (b) arising from any activities of
SM&P not in compliance with any Environmental Laws except for claims,
demands, actions, administrative proceedings, lawsuits or investigations that,
individually or in the aggregate, would not reasonably be expected to have a
Material Adverse Effect.
  (iv) None
of the real property currently owned or operated or, to the Seller's Knowledge,
previously owned or operated by SM&P is (a) listed on the National
Priorities List or any similar list of sites requiring remedial action or (b)
the subject of any regulatory action that is reasonably anticipated by the
Seller to lead to claims against SM&P under any Environmental
Law.
  Notwithstanding
any other provision of this Agreement, the Seller makes no representation in
this Agreement regarding any compliance or failure to comply with, or any actual
or contingent liability under, any Environmental Law, except as set forth in
this Section 4(i).
   17
  
  (j) Insurance.  SM&P
maintains insurance coverages, in such amounts and covering such risks and with
such limitations, deductibles and retentions, as are customary for similarly
situated businesses.  Section 4(j) of
the Disclosure Schedule lists and briefly describes each insurance policy
maintained by SM&P with respect to its properties, assets and business,
together with a claims history for the past three years and an indication of
whether such policy provides coverage on an “occurrence” or “claims made”
basis.  Except as set forth on Section 4(j) of
the Disclosure Schedule, all of such insurance policies are in full force and
effect, SM&P is not in default with respect to its obligations under any
such insurance policy, and since January 1, 2006, SM&P has not been denied
insurance coverage.  Except as set forth in Section 4(j) of
the Disclosure Schedule, SM&P has no self-insurance or co-insurance
programs.
  (k) Employee
Relations.  SM&P is in substantial compliance with all
federal, state, local or foreign laws, ordinances, rules
and  regulations respecting employment and employment practices, terms
and conditions of employment and wages and hours, and has not and is not
engaged in any unfair labor practice, except for such matters that, individually
or in the aggregate, would not reasonably be expected to have a Material Adverse
Effect.  No unfair labor practice complaint against SM&P is
pending before the National Labor Relations Board.  There is no labor
strike, jurisdictional dispute, material slowdown or stoppage pending or, to the
Seller’s Knowledge, threatened against or involving SM&P, nor has there been
any such strike, jurisdictional dispute, slowdown or stoppage during the past
two years.  There are no representation proceedings involving SM&P
pending or, to the Seller’s Knowledge, threatened with the National Labor
Relations Board, and no labor union or group of SM&P employees has made a
demand for recognition which is currently pending.
  (l) Taxes.
  (i) Tax Returns Filed and Taxes
Paid.  Except as set forth in Section 4(1) of
the Disclosure Schedule, (A) SM&P has duly filed or caused to be filed, on
or before the due date thereof (taking into account timely extensions), with the
appropriate taxing authorities, all Tax Returns that it is required to file; (B)
each such Tax Return (including any amendment thereto) is true, correct, and
complete in all material respects; (C) all Taxes of SM&P due with respect
to, or shown or required to be shown to be due on, each such Tax Return (or
amendment) or subsequent assessment with regard thereto, have been timely paid,
or, an adequate reserve has been established therefore on the books and records
of SM&P; and (D) there are no extensions of time to file any Tax Returns
that are pending.
  (ii) Tax Reserves and Tax
Liabilities.  Except as set forth in Section 4(1) of
the Disclosure Schedule, (A) the amount of SM&P's liability for unpaid Taxes
for all periods ending on or before the Closing Date shall not, in the
aggregate, exceed the amount of the current liability reserve for Taxes
(excluding accruals for deferred Taxes) as reflected on the books and records of
SM&P on the Closing Date;  (B) SM&P has collected or withheld
all Taxes that it is required to collect or withhold; and (C) there are no liens
on any of SM&P's assets that have arisen in connection with any failure (or
alleged failure) to pay any Taxes except any lien for Taxes that are being
contested in good faith or is for property Taxes that are not yet
delinquent.
   18
  
  (iii) Audit History and Other
Proceedings.  Except as set forth in Section 4(1) of
the Disclosure Schedule, (A) there are no pending audits, investigations,
claims, suits or other proceedings for or relating to any material liability of
SM&P in respect of Taxes; (B) SM&P is not delinquent in the payment of
any Taxes; (C) no material deficiencies for Taxes of SM&P have been claimed,
proposed or assessed by any taxing or other governmental authority; (D) there
are no matters under discussion between SM&P and any governmental authority
which could result in any additional amount of Taxes; (E) no extension of a
statute of limitations (whether arising by reason of a waiver, claim for refund,
or otherwise) relating to Taxes or Tax Returns of SM&P is in effect; and (F)
there are no pending requests for rulings or determinations in respect of Taxes
of SM&P pending with any governmental authority.  Seller shall
prepare any consolidated or combined Tax Return for which SM&P or the Buyer
shall be liable to make payments to Seller pursuant to Section 9(e) on a
basis consistent with prior practice and Applicable Tax Law.
  (iv) Miscellaneous.  Except
as set forth in Section 4(1) of
the Disclosure Schedule, (A) SM&P does not own any real property in the
State of New York or any other jurisdiction in which a Tax is imposed upon the
transfer of securities of an issuer having an interest in real property; (B)
SM&P has not made any payments, is not obligated to make any payments, nor
is a party to any agreement that could obligate it to make any payments that
will not be deductible under Section 280G of the Code; (C) SM&P
has not been a United States real property holding corporation within the
meaning of Section 897(c)(2) of the Code during the applicable periods
specified in Section 897(c)(1)(A)(ii) of the Code; (D) SM&P has not
violated any of the COBRA continuation coverage requirements set forth in
Section 4980B of the Code; (E) SM&P has disclosed on its federal income
Tax Return all positions taken therein that could give rise to substantial
understatement of federal income Taxes within the meaning of Section 6662
of the Code; (F) SM&P has not agreed to and is not required to make any
adjustment under Section 481(a) of the Code by reason of a change in
accounting method which affects any taxable year beginning after December 31,
2004; (G) SM&P has no application pending with any taxing authority
requesting permission for any changes in accounting methods that affects any
taxable year beginning after December 31, 2004; (H) no property owned by
SM&P (1) is property required to be treated as being owned by another person
pursuant to the provisions of Section 168(f)(8) of the Internal Revenue
Code of 1954, as amended, and in effect immediately prior to the enactment of
the Tax Reform Act in 1986, (2) constitutes “tax-exempt use property” within the
meaning of Section 168(h)(1) of the Code; and (3) is tax-exempt bond
financed property within the meaning of Section 168(f) of the Code; and (I)
SM&P is not a foreign person within the meaning of Section 1445 of the
Code.  Section 4(1) of
the Disclosure Schedule contains an accurate list of all states, counties,
cities and other taxing jurisdictions (whether foreign or domestic) to which any
Tax is properly payable by SM&P.
  (m) Events
After September 30, 2007.  Since September 30, 2007, there have
not been any changes in the assets, conditions or affairs, financial or
otherwise, of SM&P that, individually or in the aggregate, would reasonably
be expected to have a Material Adverse Effect.
   19
  
  (n) Customers.  Section 4(n) of
the Disclosure Schedule sets forth the names of SM&P's 22 largest customers
based on revenues for the 12 months ended September 30, 2007.  Except
as set forth on Section 4(n) of the Disclosure Schedule, as of the date hereof,
SM&P has not received notice that any of such customers intends to cease or
materially reduce its business with SM&P or to terminate any Material
Agreement with SM&P.
  (o) Condition
of Personal Property.  Except as expressly set forth in this
Agreement, SM&P makes no and disclaims any representation or warranty,
whether express or implied and whether by common law, statute or otherwise, as
to (i) the quality, condition or operability of any personal property or
equipment, (ii) its merchantability, (iii) its fitness for any particular
purpose or (iv) its conformity to models or samples of materials, and all
personal property and equipment is delivered “AS IS, WHERE IS” in the condition
in which the same exists.
  (p) Real
Property.
  (i) Section 4(p) of
the Disclosure Schedule accurately lists all real property that SM&P owns
(the “Owned Real
Property”) and every lease or similar agreement under which SM&P is
lessee of, or holds or operates, any real property owned by any third Person
with an annual cost to SM&P in excess of $50,000 per year (the “Leased Real
Property”).  The Seller will make available to the Buyer after
execution of this Agreement and prior to Closing true and complete copies
of all deeds, leases and other instruments by which SM&P acquired or leases
any real property and any title policies in SM&P's possession with respect
to such Owned Real Property.
  (ii) SM&P
has good and marketable title to the Owned Real Property, free and clear of any
Security Interest, except for Permitted Encumbrances.  Except as set
forth in Section 4(p) of
the Disclosure Schedule, there are no leases, subleases, licenses, concessions
or other agreements granting to any party or parties the right of use or
occupancy of any portion of the Owned Real Property.  There are no
outstanding options or rights of first refusal to purchase any of the Owned Real
Property or any portion thereof or interest therein.  All of the Owned
Real Property and Leased Real Property are currently zoned in the zoning
category which permits operation of such properties as now used, operated and
maintained for the operation of the Business, except for such non-compliance was
would not have, or be reasonably likely to have, a Material Adverse Effect. None
of the Owned Real Property or the Leased Real Property nor its respective use is
in violation of any local governmental rule, ordinance, regulation or building
code, except for such violation as would not have, or be reasonably likely to
have, a Material Adverse Effect.
  (iii) SM&P
has a valid leasehold interest in, and the right to quiet enjoyment of, all
Leased Real Property for the full term of each applicable lease or similar
agreement (and any renewal option related thereto), and the leasehold or other
interest of SM&P in such Leased Real Property is not subject or subordinate
to any Security Interest granted by SM&P.
   20
  
  (q) Transactions
with Affiliates.  Section 4(q) of
the Disclosure Schedule lists all (i) oral or written contracts and
agreements between SM&P and the Seller and Affiliates of the Seller and (ii)
all services provided by the Seller and Affiliates of the Seller to SM&P not
otherwise covered by such oral or written contracts and agreements
(collectively, the “Related Party
Agreements”).
  (r) Employee
Benefits.
  (i) Section 4(r) of
the Disclosure Schedule sets forth a true and complete list of all Employee
Benefit Plans maintained or contributed to by SM&P or the Seller during the
past three years for the benefit or of with respect to any current or former
employees of SM&P (the “SM&P Benefit
Plans”).
  (ii) Each
of the SM&P Benefit Plans has been administered in substantial compliance
with its terms and, where applicable, with ERISA, the Code and all other
applicable statutes and regulations.  SM&P has performed and
complied in all material respects with all of its obligations under or with
respect to each of the SM&P Benefit Plans.
  (iii) SM&P
does not currently maintain or contribute to, and at no time in the past has it
maintained or contributed to, a Multiemployer Plan, a Title IV Plan or a plan
subject to Section 302 of ERISA or Section 412 of the
Code.
  (iv) Each
SM&P Benefit Plan that is an Employee Pension Benefit Plan, and that is
intended to be qualified under Section 401(a) of the Code is the subject of
a favorable Internal Revenue Service determination letter.  There is
no pending or, to the Seller's Knowledge, threatened litigation relating to any
SM&P Benefit Plan (other than routine claims for benefits), and there is no
proceeding that is pending or, to the Seller's Knowledge, threatened by any
governmental agency with respect to any SM&P Benefit Plan.
  (v) Neither
SM&P nor any of its respective employees nor, to the Seller's Knowledge, any
fiduciary of any SM&P Benefit Plan or any other person has engaged in any
transaction, including the execution and delivery of this Agreement, and other
agreements, instruments and documents for which execution and delivery by
SM&P is contemplated herein, in violation of Section 406(a) or (b) of
ERISA, or which is a prohibited transaction (as defined in
Section 4975(c)(1) of the Code), or which could subject SM&P to any tax
or penalty imposed by Chapter 43 of subtitle D of the Code or Sections 502(c),
(i) or (1) of ERISA in an amount that would be material.
  (vi) With
respect to any employee benefit plan, within the meaning of Section 3(3)
of ERISA, which is not listed in Section 4(r) of
the Disclosure Schedule but which is sponsored, maintained or contributed to, or
has been sponsored, maintained or contributed to within six years prior to the
Closing Date, by SM&P, (A) no withdrawal liability, within the meaning of
Section 4201 of ERISA, has been incurred, which withdrawal liability has
not been satisfied in full, (B) no liability to the PBGC has been incurred by
SM&P, which liability has not been satisfied in full, (C) the PBGC has
not
   21
  instituted
any proceedings to terminate such plan, (D) no accumulated funding deficiency,
whether or not waived, within the meaning of Section 302 of ERISA or
Section 412 of the Code has been incurred, and (E) all contributions
(including installments) to such plan required by Section 302 of ERISA and
Section 412 of the Code have been timely made.
  (vii) Except
as provided in Section 4(r) of
the Disclosure Schedule, there are no plans, arrangements or agreements to which
SM&P is a party or by which it is bound and under which as a result
of any particular transaction or transactions (including but not limited to
the transactions contemplated by this Agreement) any director, officer, employee
or other agent of SM&P, or any other party claiming through such a Person,
shall or may acquire rights with respect to any SM&P Benefit Plan (including
the creation, increase or extension of new or existing rights), become entitled
to a distribution or payment with respect to any SM&P Benefit Plan at a date
earlier than if such transaction had not occurred, or otherwise receive or
become vested in rights and benefits with respect to any SM&P Benefit
Plan.  Without limitation of the foregoing, except as set forth in
Section 4(r) of
the Disclosure Schedule, SM&P is not a party to any agreement with any
director, officer, employee or agent of SM&P pursuant to which any such
Person will be entitled to any payment by SM&P upon termination of
employment following a change in control of SM&P.
  (viii) Complete
and correct copies of all current documents, including all amendments thereto,
with respect to each Employee Benefit Plan have been delivered to the
Buyer.
  (ix) Except
to the extent required under a severance pay plan or under ERISA
Section 601, et seq. and Code Section 4980B or applicable state
coverage continuation laws, no Employee Benefit Plan provides health or welfare
benefits for any retired or former employee or is obligated to provide health or
welfare benefits to any active employee following such employee's retirement or
other termination of service.
  (x) SM&P
has complied in all material respects with the provisions of ERISA
Section 601, et seq. and Code Section 4980B.
  (s) Sufficiency
of Assets.  Except as set forth in Section 4(s) of
the Disclosure Schedule, the rights, properties and assets owned by or leased or
licensed to SM&P include all rights, properties and other assets necessary
to permit SM&P to conduct its business in all material respects in the same
manner as currently conducted.
  (t) Accounts
Receivable.  Except as set forth in Section 4(t) of
the Disclosure Schedule, all accounts receivable of SM&P that are reflected
on the balance sheet of SM&P as of November 30, 2007, included in the
SM&P Financial Statements attached as Exhibit A, and the accounting records
of SM&P as of the Closing Date represent or will represent valid obligations
arising from sales actually made or services actually performed in the Ordinary
Course of Business.  SM&P's allowance for uncollectible accounts
receivable set forth in such balance sheet was determined in accordance with
GAAP consistently applied.  Section 4(t) of
the
   22
  Disclosure
Schedule contains a complete and accurate list of all accounts receivable
greater than $250,000 as of November 30, 2007 and sets forth the
aging of such accounts receivable.
  (u) Employees.
  (i) Section 4(u) to
the Disclosure Schedule contains a complete and accurate list of the following
information for each employee of SM&P, including each employee on leave of
absence or layoff status:  job title; current compensation paid
or payable and any change in compensation since January 1, 2007 or date of hire,
if later; vacation accrued; and service credited for purposes of vesting and
eligibility to participate under any severance pay, insurance, medical, welfare,
vacation, profit-sharing or other employee benefit plan maintained by SM&P
or the Seller and available to SM&P employees.  Except as set
forth in Section 4(u) of
the Disclosure Schedule, SM&P maintains no plans or obligation to pay
pension benefits or provide retiree medical or other retiree insurance benefits
to any of its current or retired employees.
  (ii) No
key employee of SM&P listed on Section 4(u)(ii) of the Disclosure Schedule
is a party to, or is otherwise bound by, any agreement or arrangement, including
any confidentiality, noncompetition or proprietary rights agreement, between
such employee or director and any other Person that affects or will affect (A)
the performance of his duties as an employee of SM&P, or (B) the ability of
SM&P to conduct its business.  To the Seller’s Knowledge, except
as set forth in Section 4(u) of
the Disclosure Schedule, no officer or other key employee of SM&P intends to
terminate his employment with SM&P.
  (v) Intellectual
Property.
  (i) Section 4(v) of
the Disclosure Schedule sets forth all of the Intellectual Property owned or
used by SM&P.  Except as set forth in Section 4(v) of
the Disclosure Schedule, (A) SM&P owns and possesses without restriction as
to use, all right, title and interest in and to the Intellectual Property
necessary for the operation of SM&P's business as currently conducted; (B)
SM&P has not received any notices of invalidity, infringement or
misappropriation from any third party with respect to any such Intellectual
Property; (C) SM&P has not, infringed upon or misappropriated any
Intellectual Property of any third parties in each case other than situations
that were resolved without a Material Adverse Effect; and (D) to the Seller's
Knowledge, no third party has infringed upon or misappropriated any Intellectual
Property of SM&P other than situations that were resolved without a Material
Adverse Effect;
  (ii) Section 4(v) of
the Disclosure Schedule sets forth a true, correct, and complete list of
all  Intellectual Property registered in the name
of  SM&P and all Intellectual Property for which applications are
pending (the “Formal
IP”);
  (iii) Except
as set forth in Section 4(v) of
the Disclosure Schedule:  (A) none of the Formal IP in any
jurisdiction is the subject of any pending, or to the Seller's Knowledge,
threatened, opposition, interference, cancellation or other proceeding before
any registration authority in any jurisdiction; (B) each of the Formal IP items
have been
   23
  duly
maintained, including without limitation the proper, sufficient and timely
submission of all necessary filings and fees; and (C) there are no actions that
must be taken within 30 days from the date of this Agreement, including the
payment of fees or the filing of documents, for the purposes of obtaining,
maintaining, perfecting or renewing any rights in the Formal IP;
  (iv) All
of the employees, agents or contractors of  SM&P, and any other
person who may have created, developed, conceived, reduced to practice or worked
on any of the Intellectual Property, whether alone or jointly with Seller or
others, have assigned any and all right, title and interest they acquired or may
have acquired in and to the Intellectual Property to
SM&P.  SM&P has not granted to any third party, and neither
the Seller nor any of SM&P's or Seller's respective Affiliates have, any
right, claim, title, right of first refusal, interest, permission, license or
option in or to any of the  Intellectual Property;
  (v) Except
as set forth on Section 4(v) of
the Disclosure Schedule:  SM&P is not required to pay any royalty,
license fee charge or other amount with respect to the Intellectual
Property;
  (vi) Except
as set forth on Section 4(v) of
the Disclosure Schedule: SM&P has at all times complied in all material
respects with all applicable laws, as well as its own rules, policies, and
procedures relating to privacy, data protection, and the collection and use of
personal information collected, used or held for use by SM&P in the conduct
of SM&P's business.  As of the date hereof, in the past three (3)
years, no claims have been asserted or, to the Seller's Knowledge, threatened
against SM&P alleging a violation of any Person's privacy or personal
information or data rights and the consummation of the transactions contemplated
hereby will not breach or otherwise cause any violation of any law, policy or
procedure related to privacy, data protection or the collection and use of
personal information collected, used or held for use by SM&P in the conduct
of SM&P's business.  SM&P takes commercially appropriate
measures to ensure that such information is protected against unauthorized
access, use, modification or other misuse; and
  (vii) SM&P
has taken all reasonable steps appropriate to preserve the confidentiality of
all trade secrets and know-how included in the Intellectual Property and all
such trade secrets and know-how necessary to the operation of the business of
SM&P as presently conducted have been adequately documented.  No
trade secrets and know-how necessary to the operation of the business of
SM&P as presently conducted have been or will be disclosed to any third
party and there is no agreement or other arrangement or circumstance under which
any third party can require any such disclosure.  Where trade secrets
and know-how necessary to the operation of SM&P as presently conducted have
been made available to a third party this has been done under a signed
confidentiality agreement.
  (w) Undisclosed
Liabilities.  SM&P and its subsidiaries have no liabilities
or obligations of any nature (whether known or unknown and whether absolute,
accrued, contingent or otherwise), except for (i) liabilities or obligations
reflected or reserved against in the
   24
  consolidated
balance sheet of SM&P as of November 30, 2007, included in the SM&P
Financial Statements attached as Exhibit A, (ii) current liabilities incurred in
the Ordinary Course of Business since November 30, 2007, (iii) obligations under
leases, contracts and other agreements (which agreements are set forth in Section 4(g) of
the Disclosure Schedule to the extent they constitute Material Agreements), (iv)
liabilities set forth in Section 4(w) of
the Disclosure Schedule, and such other liabilities and obligations that would
not have, or be reasonably likely to have, a Material Adverse Effect.
  5.  PRE-CLOSING
COVENANTS.  The Parties agree as follows with respect to the
period between the execution of this Agreement and the Closing.
  (a) General.  Each
of the Parties will use its commercially reasonable efforts to take all action
and to do all things necessary, proper or advisable to consummate and make
effective the transactions contemplated by this Agreement (including
satisfaction, but not waiver, of the Closing conditions set forth in Section 7).
  (b) Notices
and Consents.
  (i) The
Seller will cause SM&P to give any notices to third parties and will cause
SM&P to use its reasonable efforts to obtain any third party consents that
the Buyer reasonably may request in connection with the matters referred to in
Section 4(c).  Each
of the Parties will make (and the Seller will cause SM&P to make) any
filings with, and use its reasonable efforts to obtain any authorizations,
consents and approvals of, governments and governmental agencies in connection
with the matters referred to in Section 3(a)(ii),
Section 3(b)(ii)
and Section 4(c).
  (ii) The
Buyer and the Seller shall use commercially reasonable efforts to file, within
seven (7) business days after the date of this Agreement, with the United States
Department of Justice and the United States Federal Trade Commission the
Notification and Report Form required to be filed by them under the HSR Act
concerning the transactions contemplated hereby, and shall request early
termination of the waiting period under the HSR Act.  The Buyer and
the Seller hereby agree that they will promptly comply with any request by the
Department of Justice or the Federal Trade Commission for additional documents
or information, and will use all commercially reasonable efforts to ensure that
such waiting period shall expire, or that clearance will be obtained, as soon as
practicable after the execution and delivery of this Agreement.  Each
of the Seller and SM&P, on the one hand, and the Buyer, on the other hand,
shall promptly inform the other of any material communication received by such
party from the Federal Trade Commission, Department of Justice or any other
governmental authority regarding any of the transactions contemplated hereby,
and of any understandings, undertakings or agreements (oral or written) such
party proposes to make or enter into with the Federal Trade Commission,
Department of Justice or any other governmental authority in connection with the
transactions contemplated hereby.  The fees under the HSR Act shall be
paid split equally between the Buyer and the Seller.
  (c) Operation
of Business.  The Seller will not, without the consent of the
Buyer, cause or permit SM&P to engage in any practice, take any action or
enter into any transaction
   25
  outside
the Ordinary Course of Business, except as described on Section 5(c) of
the Disclosure Schedule.  Without limiting the generality of the
foregoing, except as disclosed on Section 5(c) of
the Disclosure Schedule, the Seller will not, without the written consent of the
Buyer, except as expressly contemplated by this Agreement, cause or permit
SM&P to do any of the following:
  (i) amend
or otherwise change its charter or bylaws;
  (ii) declare
or pay any dividend, distribution or other payment to the Seller other than in
the Ordinary Course of Business, except to eliminate inter-company balances
between Seller and SM&P and to transfer cash and cash equivalents excluded
from the Working Capital calculation;
  (iii) issue,
sell, pledge, dispose of, grant, encumber or authorize the issuance, sale,
pledge, disposition, grant or encumbrance of (A) any shares of capital stock of
any class of SM&P or any options, warrants, convertible securities or other
rights of any kind to acquire any shares of such capital stock or any other
ownership interest (including any phantom interest) in SM&P or (B) any
assets and properties material to SM&P;
  (iv) (A)
acquire (including by merger, consolidation or acquisition of stock or assets)
any corporation, partnership or other business organization or any division
thereof, (B) incur any indebtedness for borrowed money or issue any debt
securities or assume, guarantee or endorse, or otherwise as an accommodation
become responsible for, the obligations of any person, or make any loans or
advances, except borrowings in the Ordinary Course of Business pursuant to any
existing credit agreements or pursuant to intercompany loan agreements with the
Seller, or (C) enter into or amend any contract, agreement, commitment or
arrangement with respect to any matter set forth in this paragraph
(iv);
  (v) (A)
increase the compensation payable to, or grant any severance or termination pay
to, its officers, employees, directors or consultants, except pursuant to
existing contractual arrangements or existing compensation plans and except for
spot awards not to exceed $100,000 in the aggregate, (B) enter into any
employment, consulting or severance agreement with any director, officer or
other employee or consultant of SM&P outside the Ordinary Course of Business
or which provides for annual compensation in excess of $100,000, or (C)
establish, adopt, enter into or amend any bonus, profit sharing, thrift,
compensation, stock option, restricted stock, pension, retirement, deferred
compensation, employment, termination, severance or other plan, agreement,
trust, fund, policy or arrangement for the benefit of any director, officer,
employee or consultant;
  (vi) change
any material accounting practice for GAAP or Tax purposes, unless required by a
change in accounting rules or applicable law;
  (vii) amend
in any material respect any Material Agreement, or terminate any Material
Agreement before the expiration of the term thereof;
  (viii) pay,
discharge or satisfy any liability or obligation (whether accrued, absolute,
contingent or otherwise) in excess of $50,000 other than the payment,
discharge
   26
  or
satisfaction, in the Ordinary Course of Business, of liabilities or obligations
shown or reflected on the SM&P Financial Statements or incurred in the
Ordinary Course of Business;
  (ix) permit
or suffer any assets (whether real, personal or mixed, tangible or intangible)
to be subjected to any Security Interest, other than Permitted Encumbrances,
except in the Ordinary Course of Business;
  (x) permit
the waste of any of its properties or assets, whether or not covered by
insurance;
  (xi) cancel,
forgive or compromise any debt or obligation due to SM&P, except in the
Ordinary Course of Business;
  (xii) dispose
of any records related to its assets or business at any time earlier than it
would have done consistent with past practices; or
  (xiii) agree
to do any of the foregoing, whether or not in writing.
  The Buyer shall
designate a person who will be available during normal business hours to consult
with the Seller and SM&P regarding actions for which the Buyer's consent is
required and endeavor to promptly respond to all requests of the Seller and
SM&P for consents required by this Section.
  (d) Full
Access.  The Seller will permit, and will cause SM&P to
permit, representatives of the Buyer to have full access during normal business
hours, and in a manner so as not to interfere with the normal business
operations of SM&P, to all premises, properties, personnel, books, records
(including tax records), contracts and documents of or pertaining to
SM&P.  Any information obtained by the Buyer and its employees,
representatives, consultants, attorneys, agents, lenders and other advisors
under this Section 5(d)
shall be subject to the confidentiality and use restrictions contained in (i)
that certain nondisclosure agreement between the Seller and Kohlberg Management
IV, L.L.C. dated October 17, 2007, (ii) that certain nondisclosure agreement
between the Seller and Kohlberg Management IV, L.L.C. dated January 9, 2008 and
(iii) that certain nondisclosure agreement between Seller and CCG Securities LLC
dated October 15, 2007 (collectively, the “Confidentiality
Agreements”).
  (e) Notice of
Developments.
  (i) Each
Party will give prompt written notice to the other of any material adverse
development causing a breach of any of its own representations and warranties in
Section 3 or
4.  Subject to Section 5(e)(ii),
no disclosure by any Party pursuant to this Section 5(e),
however, shall be deemed to amend or supplement the Disclosure Schedule or to
prevent or cure any misrepresentation or breach of warranty.  Without
limiting the generality of the foregoing, Buyer will immediately notify Seller
of any proposed material amendments or modifications or termination of any of
the Financing Commitments.
   27
  
  (ii) If
the Seller notifies the Buyer that an item was omitted from the Disclosure
Schedule, and Buyer concurs, in its sole discretion, that the omission did not
prejudice the Buyer (and only in such event), such omitted item shall be added
to the Disclosure Schedule and will be deemed to have qualified the
representations and warranties in Section 3 or
4 and to have
cured any misrepresentation or breach of warranty that might otherwise have
existed hereunder by reason of the omission of such item from the Disclosure
Schedule.
  (f) Parent
Guaranties.  Each of the Parties will use its reasonable
efforts to obtain the termination and release of any existing guaranties of
SM&P's obligations by the Seller or any of its subsidiaries, including in
the case of the Buyer agreeing to replace such guaranties with a guarantee from
Buyer or an Affiliate of the Buyer or other reasonable credit
support.
  (g) Termination
of Affiliate Transactions.  Seller shall terminate, or cause
SM&P to terminate, as of the Closing Date each of the Related Party
Agreements (and all rights, obligations and liabilities arising from the Related
Party Agreements), except each of the agreements listed on Section 5(g) of the Disclosure
Schedule.
  (h) Exclusivity.  Until
this Agreement is terminated by its terms, the Seller shall not (nor shall the
Seller cause or permit any Person acting on behalf of the Seller, SM&P or
the Seller's Affiliates to), (i) solicit, initiate or encourage the submission
of any proposal or offer from any Person (including any of them) relating to any
(A) liquidation, dissolution or recapitalization of, (B) merger or consolidation
with or into, (C) acquisition or purchase of assets (other than in the Ordinary
Course of Business) of or any equity interest in or (B) similar transaction or
business combination involving SM&P or (ii) participate in any discussions
or negotiations regarding, furnish any information with respect to, assist or
participate in, or facilitate in any other manner any effort or attempt by any
other Person to do or seek any of the foregoing.  The Seller agrees
that it will discontinue immediately (and will cause SM&P or any Person
acting on behalf of the Seller, SM&P, or the Seller's Affiliates to
discontinue immediately) any negotiations or discussion with respect to any of
the foregoing.  Until this Agreement is terminated by its terms, the
Seller shall notify the Buyer immediately if any Person makes any proposal,
offer, inquiry or contact with respect to any of the foregoing.
  6.  POST-CLOSING
COVENANTS.  The Parties agree as follows with respect to the
period following the Closing.
  (a) General.  In
case at any time after the Closing any further action is necessary to carry out
the purposes of this Agreement, each of the Parties will take such further
action (including the execution and delivery of such further instruments and
documents) as any other Party reasonably may request, all at the sole cost and
expense of the requesting Party (unless the requesting Party is entitled to
indemnification therefor under Section 8).
  (b) Litigation
Support.  In the event and for so long as any Party actively is
contesting or defending against any third party action, suit, proceeding,
hearing, investigation, charge, complaint, claim or demand in connection with
(i) any transaction contemplated under this Agreement or (ii) any fact,
situation, circumstance, status, condition, activity, practice, plan,
occurrence, event, incident, action, failure to act or transaction on or before
the Closing Date
   28
  involving
SM&P, each of the other Parties shall cooperate with it and its counsel in
the defense or contest, make available their personnel and provide such
testimony and access to their books and records as shall be reasonably necessary
in connection with the defense or contest and without interfering with such
other Party's ability to conduct its business, all at the sole cost and expense
of the contesting or defending Party (unless the contesting or defending Party
is entitled to indemnification therefor under Section 8).
  (c) Transition.  The
Seller and its Affiliates will not take any action that is designed or intended
to have the effect of discouraging any lessor, licensor, customer, supplier,
employee or other business associate of SM&P (other than the Seller and its
Affiliates) from maintaining the same business relationships with SM&P after
the Closing as it maintained with SM&P before the Closing.
  (d) Access to
Information and Cooperation.  After the Closing, the Buyer
shall afford to the Seller and its representatives and advisors such access
during normal business hours with reasonable notice to the books, records and
personnel of SM&P and to such other information, and shall furnish such
cooperation relating to SM&P, as the Seller shall reasonably request for
financial reporting and accounting matters, the preparation and filing of any
tax applications or returns, the defense of tax claims and related
purposes.  The Buyer shall cause SM&P to preserve all tax and
accounting records of SM&P for a period of seven years following the
Closing.  In addition, the Seller shall afford the Buyer, and its
respective representatives and advisors, similar access to any books, records
and files retained by the Seller relating to the business of
SM&P.
  (e) Noncompete.
  (i) For
a period of four (4) years after the Closing (the “Noncompete Period”),
neither the Seller nor any of its Affiliates shall engage or participate,
directly or indirectly (as owner, partner, stockholder or in any other capacity)
in the utility line locating and marking business as such business was being
conducted by SM&P at the Closing Date in any state in which SM&P was at
the Closing Date conducting such business; provided, however, that the Seller
and its Affiliates may continue to engage in such business for the Seller and
its Affiliates (but not for unrelated third parties).  Notwithstanding
the foregoing, this provision shall not prohibit the Seller from acquiring
another corporation that conducts a minimal amount of utility line locating and
marking.
  (ii) The
Seller agrees that, during the Noncompete Period, the Seller (A) shall not, and
shall cause its Affiliates not to, directly or indirectly, contact, approach or
solicit (other than through advertising in a newspaper or other publication not
directed primarily to employees of SM&P) for the purpose of offering
employment to or hiring (whether as an employee, consultant, agent, independent
contractor or otherwise) any person employed by SM&P at any time within two
(2) years prior to the Closing Date or during the Noncompete Period, without the
prior written consent of the Buyer, which shall not be unreasonably withheld or
delayed, and (B) shall not induce or attempt to induce, and shall cause its
Affiliates not to induce or attempt to induce, any customer or other business
relation of SM&P to terminate its business relationship with SM&P or to
materially reduce its business with SM&P.  The term “indirectly”
as used in this
   29
  Section is
intended to mean any acts authorized or directed by or on behalf of the Seller
or any Person controlled by the Seller.
  (iii) The
Seller agrees that the Buyer would suffer irreparable harm from a breach by such
Seller of any of the covenants or agreements contained in this Section 6(e).  In
the event of an alleged or threatened breach by the Seller of any of the
provisions of this Section 6(e),
the Buyer or its successors or assigns may, in addition to all other rights and
remedies existing in its favor, apply to any court of competent jurisdiction for
specific performance and/or injunctive or other relief in order to enforce or
prevent any violations of the provisions hereof.  To the extent of any
breach of this Section 6(e),
the Noncompete Period shall automatically be extended by the length of such
breach.
  (iv) If,
at the time of enforcement of any of the provisions of this Section 6(e), a
court holds that the restrictions stated therein are unreasonable under the
circumstances then existing, the Parties agree that the maximum period, scope or
geographical area reasonable under such circumstances shall be substituted for
the stated period, scope or area.  The Seller acknowledges that,
without provisions contained in this Section 6(e),
the Buyer would have not entered into this Agreement.
  (f) Employee
Matters.
  (i) Continuation
of Compensation and Benefits.  For a period of one year after
the Closing Date, the Buyer shall maintain, or shall cause SM&P to maintain,
base salary, wages, compensation levels (including bonus and other incentive
compensation) and Employee Benefit Plans for the benefit of the employees and
former employees of SM&P, which, in the aggregate, are at least equivalent
to the base salary, wages, compensation levels and SM&P Benefit Plans
provided to the employees and former employees of SM&P on the date of this
Agreement, subject to promotions, demotions and layoffs in the Ordinary Course
of Business.
  (ii) Service
Credit.  The Buyer shall provide, or shall cause SM&P to
provide, each employee or former employee of SM&P with credit for all
service with SM&P for purposes of determining eligibility to participate,
vesting or qualification or eligibility for any benefit or privilege (including
vacation) based on length of service under any Buyer Benefit Plan (but excluding
determining benefit accruals under any Buyer Benefit Plan that is a defined
benefit plan as defined in Section 3(35) of ERISA).
  (iii) Welfare
Benefit Plan Obligations.  With respect to any Buyer Employee
Welfare Benefit Plan covering any employee or former employee (and covered
spouse or dependant) of SM&P after the Closing Date, the Buyer shall (i)
waive all limitations as to preexisting conditions, exclusions and waiting
periods, and (ii) provide each such employee or former employee (and any covered
spouse or dependent) with credit for any co-payments and deductibles paid prior
to the Closing Date in satisfying any applicable deductible or out-of-pocket
requirements under any Buyer Benefit Plan in which such employee or former
employee is eligible to participate after the Closing Date.
   30
  
  (iv) Third
Party Rights. Nothing contained in this Agreement (including, without
limitation, this Section 6(f))
shall (A) amend, or be deemed to amend, any Employee Benefit Plan, (B) provide
any person not a party to this Agreement with any right, benefit or remedy with
regard to any Employee Benefit Plan or a right to enforce any provision of this
Agreement, or (C) limit in any way the Buyer's ability to amend or
terminate any particular Employee Benefit Plan at any time.
  7.  CONDITIONS
TO OBLIGATION TO CLOSE.
  (a) Conditions to Obligation of
the Buyer.  The obligation of the Buyer to consummate the
transactions to be performed by it in connection with the Closing is subject to
satisfaction of the following conditions:
  (i) the
representations and warranties set forth in Section 3(a) and
Section 4
above shall be true and correct in all material respects at and as of the
Closing Date; provided, however, that if any such representation or warranty is
already qualified by materiality or Material Adverse Effect, for purposes of
determining whether this condition has been satisfied, such representation or
warranty as so qualified shall be true and correct in all respects;
  (ii) the
Seller shall have performed and complied with all of its covenants hereunder in
all material respects through the Closing;
  (iii) there
shall not be any injunction, judgment, order, decree, ruling or charge in effect
preventing consummation of any of the transactions contemplated by this
Agreement;
  (iv) any
applicable waiting period under the HSR Act, including any extension, shall have
expired or shall have been earlier terminated;
  (v) the
Seller shall have delivered to the Buyer a certificate to the effect that each
of the conditions specified in the foregoing clauses (i) through (iii) is
satisfied;
  (vi) the
Seller shall have delivered to the Buyer the certificate called for by Section 9(b);
  (vii) the
Buyer shall have received (A) all the stock records, corporate books and records
of SM&P in the possession of SM&P or Seller, except that notwithstanding
the foregoing limitation, with respect to the Board of Directors and stockholder
minutes of SM&P the Buyer shall have received all such Board of Director and
stockholder minutes of SM&P from January 28, 2002 through the Closing Date
and (B) the resignations, effective as of the Closing Date, of all of the
officers and directors of SM&P;
  (viii) the
Seller shall have delivered to the Buyer an opinion of the Seller's legal
counsel dated as of the Closing Date as to the matters set forth as Exhibit B to
this Agreement;
   31
  
  (ix) the
Seller shall have delivered to the Buyer certified copies of the resolutions of
the Seller's Board of Directors approving the transactions contemplated by this
Agreement;
  (x) the
Buyer shall have received a certificate of the Secretary of State of the State
of Indiana certifying that SM&P is duly formed under the laws of such state
and in good standing with the Secretary of State as of a date not more than five
(5) days prior to the Closing Date;
  (xi) the
Buyer shall have received a certificate of the Secretary of State of each state
in which SM&P is authorized to do business certifying that Seller is
authorized to do business in such State and in good standing with the Secretary
of State as of a date not more than five days prior to the Closing
Date;
  (xii) the
Seller shall have obtained the consents set forth in Section 7(a)(xii)
of the Disclosure Schedule in form and substance reasonably acceptable to the
Buyer;
  (xiii) the
Buyer shall have had an opportunity to contact customers of SM&P listed in
Section 7(a)(xiii)
of the Disclosure Schedule, in coordination with Seller’s representatives and
shall not have advised the Seller that the Buyer received any indication that
any customer or customers intend to terminate or materially reduce its or their
business with SM&P where such action would have, or be reasonably likely to
have, a Material Adverse Effect;
  (xiv) the
Buyer shall have obtained all necessary third-party financing required in order
to consummate the transactions contemplated hereby and to meet the ongoing
working capital requirements of the business of SM&P;
  (xv) all
liens (other than Permitted Encumbrances) on the assets of SM&P shall have
been released in a manner reasonably satisfactory to the Buyer;
  (xvi) the
Buyer shall have received an estoppel certificate from each of the landlords of
the Leased Real Property identified on Section 7(a)(xvi) of
the Disclosure Schedule substantially in the form of Exhibit C
hereto;
  (xvii) the
Buyer shall have received from SM&P an affidavit complying with the Foreign
Investment in Real Property Tax Act;
  (xviii) the
Buyer shall have received from SM&P a payoff letter or payoff letters, in
form and substance reasonably satisfactory to the Buyer, executed by each Person
to which SM&P is obligated with respect to any Indebtedness, together, as
applicable, with original UCC termination statements and other lien releases
terminating all liens securing such amounts (or such payoff letters shall
include authority or commitment to file such statements and releases in form and
substance reasonably satisfactory to the Buyer); and
  (xix) the
Buyer shall have received such other documents as the Buyer may reasonably
request for the purpose of facilitating the consummation or performance of any
of the transactions contemplated by this Agreement.
   32
  
  The
Buyer may waive any condition specified in this Section 7(a) if
it executes a writing so stating at or before the Closing.
  (b) Conditions to Obligation of
the Seller.  The obligation of the Seller to consummate the
transactions to be performed by it in connection with the Closing is subject to
satisfaction of the following conditions:
  (i) the
representations and warranties set forth in Section 3(b)
above shall be true and correct in all material respects at and as of the
Closing Date; provided, however, that if any such representation or warranty is
already qualified by materiality or Material Adverse Effect, for purposes of
determining whether this condition has been satisfied, such representation or
warranty as so qualified shall be true and correct in all respects;
  (ii) the
Buyer shall have performed and complied with all of its covenants hereunder in
all material respects through the Closing;
  (iii) there
shall not be any injunction, judgment, order, decree, ruling, or charge in
effect preventing consummation of any of the transactions contemplated by this
Agreement;
  (iv) any
applicable waiting period under the HSR Act, including any extension, shall have
expired or shall have been earlier terminated;
  (v) the
Buyer shall have delivered to the Seller  a certificate to the effect
that each of the conditions specified in the foregoing clauses (i) through (iii)
is satisfied; and
  (vi) all
guaranties of SM&P's obligations by the Seller or any of its subsidiaries
that are set forth in Section 7(b)(vi)
of the Disclosure Schedule shall have been terminated and released.
  The
Seller may waive any condition specified in this Section 7(b) if
it executes a writing so stating at or before the Closing.
  8.  REMEDIES
FOR BREACHES OF THIS AGREEMENT.
  (a) Survival
of Representations and Warranties.  All of the representations
and warranties of the Seller contained in Section 3(a)
shall survive the Closing indefinitely.  All of the representations
and warranties of the Buyer contained in Section 3(b)
shall survive the Closing indefinitely.  All of the representations
and warranties of the Seller contained in Section 4 shall
survive the Closing and continue in full force and effect for a period of twelve
months thereafter, whereupon they shall terminate; provided, however that (i) and
the representations and warranties of the Seller contained in Sections 4(a)
(Organization, Qualification and Corporate Power), 4(b) (Capitalization)
shall survive the Closing indefinitely and (ii) the representations and
warranties of the Seller contained in Sections 4(e) (Title
to Personal Property), 4(i) (Environmental
Matters), 4(l)
(Taxes) and 4(r) (Employee
Benefits) shall survive the Closing until the expiration of the statute of
limitations applicable thereto.
   33
  
  (b) Indemnification
Provisions for Benefit of the Buyer.
  (i) Subject
to the limitations in Section 8(b)(ii),
the Seller agrees to indemnify the Buyer, SM&P and any of their respective
Affiliates, directors, officers, employees and agents (collectively, the “Buyer Indemnified
Parties”) from and against any Adverse Consequences any Buyer Indemnified
Party suffers as a result of the breach of any of the Seller's representations,
warranties, covenants and other agreements contained herein or in any
certificate delivered in connection herewith (without regard to any materiality
or Material Adverse Effect qualifiers contained in any such representation,
warranty, covenant or agreement), provided that (A) such Adverse Consequences
arising from any individual claim exceed the Claim Deductible, and (B) in the
case of breaches of representations and warranties contained in Section 4, the
Buyer makes a written claim for indemnification against the Seller pursuant to
Section 11(g)
within the applicable survival period.
  (ii) Notwithstanding
Section 8(b)(i),
the Seller shall have no obligation under Section 8(b)(i)
to indemnify the Buyer Indemnified Parties from and against any Adverse
Consequences until the aggregate of the Adverse Consequences for all claims
otherwise required to be indemnified by the Seller under Section 8(b)(i)exceeds
$750,000 (the “Deductible”).  After
the aggregate of the Adverse Consequences for all claims otherwise required to
be indemnified by the Seller under Section 8(b)(i)exceeds
the Deductible, the Seller shall indemnify the Buyer Indemnified Parties for all
Adverse Consequences in excess of the Deductible, up to a maximum aggregate
indemnity under this Agreement of $7,000,000 (the “Cap”).  Notwithstanding
the foregoing, neither the Deductible nor the Cap shall apply to claims for
indemnification for a breach of the representations and warranties of the Seller
contained in (A) Section 3(a) or
(B) Sections
4(a) (Organization, Qualification and Corporate Power), 4(b)
(Capitalization), 4(e) (Title to
Personal Property), 4(l) (Taxes)
and 4(r)(Employee Benefits).
  (c) Indemnification
Provisions for Benefit of the Seller.  The Buyer agrees to
indemnify the Seller and any of its respective Affiliates, directors, officers,
employees and agents (collectively, the “Seller Indemnified
Parties”) from and against the entirety of any Adverse Consequences the
Seller suffers as a result of the breach of any of the Buyer's representations,
warranties and covenants contained herein (without regard to any materiality or
Material Adverse Effect qualifiers contained in any such representation,
warranty and covenant).
  (d) Matters
Involving Third Parties.
  (i) If
any third party notifies any Party (the “Indemnified Party”)
with respect to any matter (a “Third Party Claim”)
that may give rise to a claim for indemnification against any other Party (the
“Indemnifying
Party”) under this Section 8, the
Indemnified Party shall promptly (and in any event within five (5) business days
after receiving notice of the Third Party Claim) notify each Indemnifying Party
thereof in writing; provided, however, that no delay on the part of an
Indemnified Party in notifying the Indemnifying Party shall relieve the
Indemnifying Party of any of its obligations hereunder unless and then solely to
the extent that the Indemnifying Party is irrevocably prejudiced by
such
   34
  delay.  The
notice shall include a description of the Third Party Claim and copies of all
documents relating to the claim.
  (ii) Any
Indemnifying Party will have the right to assume and thereafter conduct the
defense of the Third Party Claim with counsel of its choice reasonably
satisfactory to the Indemnified Party; provided that the Indemnifying Party will
not consent to the entry of any judgment or enter into any settlement with
respect to the Third Party Claim without the prior written consent of the
Indemnified Party (not to be withheld unreasonably) unless the judgment or
proposed settlement fully releases such Indemnified Party and involves only the
payment of money damages that are covered in full by the indemnity and does not
impose an injunction or other equitable relief upon the Indemnified Party and is
subject to confidentiality provisions acceptable to the Indemnified Party (which
approval will not be unreasonably withheld by the Indemnified
Party).
  (iii) Unless
and until an Indemnifying Party assumes the defense of the Third Party Claim as
provided in Section 8(d)(ii),
the Indemnified Party may defend against the Third Party Claim in any manner it
reasonably may deem appropriate.
  (iv) In
no event will the Indemnified Party consent to the entry of any judgment or
enter into any settlement with respect to the Third Party Claim without the
prior written consent of each Indemnifying Party, which consent shall not be
unreasonably withheld.
  (e) No
Contribution.  No Indemnifying Party or any of its employees or
agents shall have any right of contribution, right of indemnity or other
right or remedy against SM&P in connection with any indemnification
obligation or any other liability to which she, he or it may become subject
under or in connection with this Agreement.
  (f) Exclusive
Remedies.  Except as provided in Section 9, the
rights, remedies and obligations of the Parties under this Section 8 shall
be the exclusive rights, remedies and obligations of the Parties for any breach
or default in connection with the transactions contemplated by this
Agreement.
  9.  TAX
MATTERS.
  (a) Scope of
Tax Indemnity Provisions.  In the case of any indemnity claim
for Taxes for a Pre-Closing Period, the indemnity obligations of the Seller, and
the rights of the Buyer with respect to indemnification, shall be governed by
this Section and not by Section 8 hereof
(regardless of whether the Taxes for which indemnity is being claimed result
from a breach of a representation in Section 4(l)
hereof).  The indemnity obligations of the Seller under this
Section shall survive the Closing until thirty (30) days after the
expiration of the statute of limitation to which the Tax liabilities
relate.
  (b) Allocation
of Liability for Taxes.  The Seller shall be liable for, and
shall indemnify, defend and hold the Buyer and its Affiliates, including
SM&P harmless from and against, (i) any and all Taxes together with any
costs, expenses, losses or damages, including reasonable expenses of
investigation and attorneys' and accountants' fees and expenses,
arising
   35
  out
of or incident to the determination, assessment or collection of such Taxes
(collectively, “Tax
Losses”) imposed on or with respect to SM&P, or its respective
assets, operations or activities for any Pre-Closing Period (including, but not
limited to, Taxes resulting by reason of the several liability of SM&P
pursuant to Treasury Regulation Section 1.1502-6 or any analogous state,
local or foreign law by reason of SM&P having been a member of any
consolidated, combined or unitary group on or prior to the Closing Date) and
(ii) any Tax Losses resulting from the breach of the Seller's representations
and warranties set forth in Section 4(l) or
covenants set forth in this Section 9, but
only to the extent that such Taxes have not been included in the final
determination of Working Capital. The Seller shall deliver to the Buyer,
pursuant to Section 7(a)(v),
at closing a certificate setting forth the accrual for current Taxes (excluding
any accrual for deferred taxes), as of the Closing Date, on the balance sheet of
SM&P on the Closing Date.  For purposes of this Article 9, the phrase
“accrual for current Taxes” includes Taxes which are directly payable by
SM&P and Taxes which represent amounts (whether computed pursuant to a Tax
sharing or Tax reimbursement agreement or otherwise) owing to an Affiliate of
SM&P with respect to Taxes paid by such Affiliate with respect to the
activities, business or operations of SM&P.  The Buyer shall be
liable for, and shall indemnify, defend and hold the Seller harmless from and
against, any and all Taxes imposed on or with respect to SM&P, or its
respective operations, ownership, assets or activities for any Post-Closing
Period.
  (c) Proration
of Taxes.
  (i) Method of
Proration.  Tax items shall be apportioned between Pre-Closing
and Post-Closing Periods based on a closing of the books and records of the
relevant entity or entities as of the Closing Date (provided that (i) any Tax
item incurred by reason of the transactions occurring on or before the Closing
Date as contemplated by this Agreement, including any Tax item resulting from a
prior intercompany transaction that has been deferred and that will be taxed as
a result of the changes in ownership contemplated by this Agreement, shall be
treated as occurring in a Pre-Closing Period and (ii) depreciation, amortization
and depletion for any Straddle Period shall be apportioned on a daily pro rata
basis).  Notwithstanding anything to the contrary in the preceding
sentence, the parties agree that for U.S. federal income Tax purposes, Tax items
for any Straddle Period shall be apportioned between Pre-Closing Periods and
Post-Closing Periods in accordance with U.S. Treasury Regulation
Section 1.1502-76(b)(2)(i), which regulations shall be reasonably
interpreted by the parties in a manner intended to achieve the method of
apportionment described in the preceding sentence.  Notwithstanding
anything to the contrary herein, any franchise Tax paid or payable with respect
to SM&P shall be allocated to the taxable period during which the income,
operations, assets or capital comprising the base of such Tax is measured,
regardless of whether the right to do business for another taxable period is
obtained by the payment of such franchise Tax.
  (ii) No
Contrary Elections.  The Seller and the Buyer will not exercise
any option or election (including any election to ratably allocate a Tax year's
items under Treasury Regulation Section 1.1502-76(b)(2)(ii)) to allocate
Tax items in a manner inconsistent with Section 9(c)(i)
hereof.
   36
  
  (d) Refunds
of Taxes; Amended Returns; Carryovers.
  (i) Refunds.  Subject
to Section 9(d)(iii)
hereof, if the Buyer receives a Tax refund with respect to Taxes arising in a
Pre-Closing Period, the Buyer shall pay, within ninety (90) days following the
receipt of such Tax refund, the amount of such Tax refund to the Seller to the
extent such Tax refund has not been included in the final determination of
Working Capital.  If the Seller receives a Tax refund with respect to
Taxes arising in any Post-Closing Tax Period, within ninety (90) days following
the receipt of such Tax refund, the Seller will pay the amount of such Tax
refund to the Buyer.
  (ii) Transaction
Related Tax Reductions.Any Tax refunds,
deductions, credits of Taxes or other reductions in Taxes paid or payable to or
by SM&P or the consolidated group of which it is a member resulting from
compensatory payments made by SM&P arising in connection with the
transactions contemplated by this Agreement and outside of the Ordinary Course
of Business (“Compensatory Tax
Benefit”), shall be for the account of the Buyer and shall be treated for
purposes of this Section 9 as not relating to Pre-Closing Tax
Periods.  The Seller shall pay to Buyer an amount equal to any
Compensatory Tax Benefit within 90 days of the receipt of any such Compensatory
Tax Benefit.
  (iii) Amended
Tax Returns.
  (A) Subject
to Section 9(d)(iv)
hereof, any amended Tax Return or claim for Tax refund for any Pre-Closing
Period other than a Straddle Period shall be filed, or caused to be filed, only
by the Seller.  The Seller shall not, without the prior written
consent of the Buyer, make or cause to be made, any such filing, to the extent
such filing, if accepted, reasonably might change the Tax liability of the Buyer
for any Tax Period.
  (B) An
amended Tax Return or claim for Tax refund for any Straddle Period shall be
filed by the party responsible for filing the original Tax Return hereunder if
either the Buyer or the Seller so request, except that such filing shall not be
done without consent (which shall not be unreasonably withheld or delayed) of
the Buyer (if request is made by the Seller) or of the Seller (if request is
made by the Buyer).
  (C) Any
amended Tax Return or claim for Tax refund for any Post-Closing Period other
than a Straddle Period shall be filed, or caused to be filed, only by the Buyer,
who shall not be obligated to make (or cause to be made) such
filing.  The Buyer shall not, without the prior written consent of the
Seller (which consent shall not be unreasonably withheld or delayed) file, or
cause to be filed, any amended Tax Return or claim for Tax refund for any
Post-Closing Period to the extent that such filing, if accepted, reasonably
might change the Tax liability of the Seller for any Pre-Closing
Period.
   37
  
  (iv) Carrybacks.  If
any Tax loss or credit with respect to SM&P arising in a Post-Closing Period
may be carried back and included in any Tax Return filed or caused to be filed
by the Seller with respect to SM&P for any Pre-Closing Period, the Buyer may
elect (at its expense) to carry back such Tax items (subject to Seller's
consent, which consent shall not be unreasonably withheld or delayed), but only
if SM&P cannot elect to waive the carryback.  In such case, the
Seller shall pay to the Buyer an amount equal to the Tax Benefit resulting from
such carryback of Tax loss or credit, provided that the Seller shall not be
required to file any carryback claim unless the Buyer so requests in writing and
agrees to pay the reasonable expenses related to the claim for
refund.
  (e) Preparation
and Filing of Tax Returns.
  (i) Seller's
Responsibilities.  The Seller shall have the right and
obligation to timely prepare and file, and cause to be timely prepared and
filed, when due, any Tax Return that is required to include the operations,
ownership, assets or activities of SM&P for Tax Periods ending on or before
the Closing Date and for Tax Periods beginning before and ending after the
Closing Date for which a consolidated, combined or unitary Tax Return is filed
that includes SM&P for the period prior to and including the Closing Date
(other than a combined or unitary Tax Return with respect to which SM&P is
the parent or reporting corporation). The Seller shall be responsible for
reimbursing the Buyer for Taxes of SM&P relating to (a) taxable periods
ending on or prior to the Closing Date, (b) any Straddle Period to the extent
attributable to the portion of such Straddle Period ending on the Closing Date
except in either case, to the extent such Taxes were included in the final
determination of Working Capital or (c) income included in a consolidated,
unitary or combined Tax Return of Seller or any Affiliate of
Seller.
  (ii) Buyer's
Rights and Responsibilities.  The Buyer shall have the right
and obligation to timely prepare and file, or cause to be timely prepared and
filed, when due, all Tax Returns that are required to include the operations,
ownership, assets or activities of SM&P for any Tax Periods ending after the
Closing Date (including all Straddle Period Tax Returns), except for
consolidated, combined or unitary Tax Returns described in Section 9(e)(i).
  (iii) Preparation
of Tax Returns.
  (A) The
Seller shall prepare and provide to the Buyer such Tax information as is
reasonably requested by the Buyer with respect to the operations, ownership,
assets or activities of SM&P or for Pre-Closing Periods to the extent such
information is relevant to any Tax Return which the Buyer has the right and
obligation hereunder to file.
  (B) The
Seller shall, on the one hand, or the Buyer shall, on the other, with respect to
any Tax Return that such Party is responsible hereunder for preparing and
filing, or causing to be prepared and filed, make such Tax Return and related
work papers available for review by the other Party and its advisors if the Tax
Return (i) is with respect to Taxes for which the other Party or a member of its
Affiliated Group may be liable hereunder, or (ii) claims Tax Benefits
that
   38
  the
other party or a member of its Affiliated Group is entitled to receive
hereunder. The filing Party shall use its reasonable best efforts to make Tax
Returns available for review as required under this paragraph sufficiently in
advance of the due date for filing such Tax Returns to provide the non-filing
Party and its advisors with a meaningful opportunity to analyze and comment on
such Tax Returns and have such Tax Returns modified before filing, accepting the
position of the filing party unless such position is contrary to the provisions
of Section 9(e)(iv)
hereof.
  (iv) Consistency
of Accounting Method.  Any Tax Return that includes or is based
on the operations, ownership, assets or activities of SM&P for any
Pre-Closing Period, and any Tax Return that includes or is based on the
operations, ownership, assets or activities of SM&P for any Post-Closing
Period to the extent the items reported on such Tax Return might reasonably
increase any Tax liability of the Seller for any Pre-Closing Period or any
Straddle Period shall be prepared in accordance with past Tax accounting
practices as used with respect to the Tax Returns in question (unless such past
practices are no longer permissible under the Applicable Tax Law), and to the
extent any items are not covered by past practices (or in the event such past
practices are no longer permissible under the Applicable Tax Law), in accordance
with reasonable Tax accounting practices selected by the filing Party with
respect to such Tax Return under this Agreement with the consent (not to be
unreasonably withheld or delayed) of the non-filing Party.
  (f) Tax
Controversies; Assistance and Cooperation.
  (i) Notice.  In
the event any Tax Authority informs the Seller (or its Affiliates), on the one
hand, or the Buyer or SM&P (or their Affiliates), on the other, of any
notice of proposed audit, claim, assessment or other dispute concerning an
amount of Taxes with respect to which the other Party may incur liability
hereunder, the Party so informed shall promptly notify the other Party of such
matter.  Such notice shall contain factual information (to the extent
known) describing any asserted Tax liability in reasonable detail and shall be
accompanied by copies of any notice or other documents received from any Tax
authority with respect to such matter.  If an indemnified Party
receives written notice of an asserted Tax liability with respect to a matter
for which it is to be indemnified hereunder and such Party fails to provide the
indemnifying Party prompt notice of such asserted Tax liability, then (A) if the
indemnifying Party is precluded from contesting the asserted Tax liability in
any forum as a result of the failure to give prompt notice, the indemnified
Party shall have an obligation to indemnify the indemnifying Party for Taxes
arising out of such asserted Tax liability, and (B) if the indemnifying Party is
not precluded from contesting the asserted Tax liability in any forum, but such
failure to provide prompt notice results in a monetary detriment to the
indemnifying Party, then any amount that the indemnifying Party is otherwise
required to pay the indemnified Party pursuant to this Agreement shall be
reduced by the amount of such detriment.
  (ii) Control
Rights.  The Party who files the relevant Tax Return under this
Section shall, at its expense, control any audits, disputes,
administrative, judicial or other
   39
  proceedings
related to Taxes with respect to which either Party may incur liability
hereunder.  Subject to the preceding sentence, in the event an adverse
determination may result in the non-filing Party having responsibility for any
amount of Taxes under this Section, the non-filing Party shall be entitled to
fully participate in that portion of the proceedings relating to the Taxes with
respect to which it may incur liability hereunder.  For purposes of
this Section 9(f),
the term “participation” shall include (A) participation in conferences,
meetings or proceedings with any Tax Authority, the subject matter of which
includes an item for which such Party may have liability hereunder, (B)
participation in appearances before any court or tribunal, the subject matter of
which includes an item for which a party may have liability hereunder, and (C)
with respect to the matters described in the preceding clauses (A) and (B),
participation in the submission and determination of the content of the
documentation, protests, memorandum of fact and law, briefs and the conduct of
oral arguments and presentations.
  (iii) Consent
to Settlement.  SM&P, the Buyer and the Seller and their
respective Affiliates shall not agree to settle any Tax liability or compromise
any claim with respect to Taxes, which settlement or compromise may affect the
liability for Tax hereunder (or right to Tax Benefit) of the other Party under
this Section, without such other Party's consent (which consent shall not be
unreasonably withheld or delayed).
  (iv) Assistance
and Cooperation.  The Seller, on the one hand, and the Buyer,
on the other, shall cooperate (and cause their Affiliates to cooperate) with
each other and with each other's agents, including accounting firms and legal
counsel, in connection with Tax matters relating to SM&P, including (A)
preparation and filing of Tax Returns, (B) determining the liability and amount
of any Taxes due or the right to and amount of any refund of Taxes, (C)
examinations of Tax Returns, and (D) any administrative or judicial proceeding
in respect of Taxes assessed or proposed to be assessed.  Such
cooperation shall include each Party making all information and documents in its
possession relating to SM&P available to the other party.  The
parties shall retain all Tax Returns, schedules and work papers, and all
material records and other documents relating thereto, until the expiration of
the applicable statute of limitations (including, to the extent notified by any
party, any extension thereof) of the Tax Period to which such Tax Returns and
other documents and information relate.  Each of the Parties shall
also make available to the other Party, as reasonably requested and available,
personnel (including officers, directors, employees and agents) responsible for
preparing, maintaining, and interpreting information and documents relevant to
Taxes, and personnel reasonably required as witnesses or for purposes of
providing information or documents in connection with any administrative or
judicial proceedings relating to Taxes.
  (v) Payment.  Promptly
after the extent of the liability of the indemnified Party with respect to an
indemnified Tax claim shall be established by the final judgment or decree of a
court or a final and binding settlement with a governmental authority having
jurisdiction thereof, the indemnifying Party shall pay to the indemnified Party
the amount of any Tax Losses the indemnified Party may become entitled to by
reason of the provisions of this Section 9.
   40
  
  (g) Termination
of Tax Allocation Agreements.  As of the Closing Date, the
Seller shall cause all Tax allocation, Tax sharing, Tax reimbursement, Tax
indemnification and similar arrangements or arrangements between the Affiliated
Group that includes the Seller on the one hand, and SM&P on the other
(collectively, the “Tax Allocation
Agreement”), to be extinguished and terminated with respect to
SM&P.  Notwithstanding the foregoing, prior to the Closing Date,
SM&P shall be entitled to make payments to the Seller pursuant to the
existing Tax allocation agreement among the Affiliated Group that includes the
Seller and SM&P, and after the Closing, the Seller shall be entitled to
receive from SM&P (and the Buyer shall cause SM&P to make) payments for
Taxes paid by the Seller on behalf of SM&P pursuant to the existing Tax
Allocation Agreement with respect to any Pre-Closing Period but only to the
extent such Taxes were included in the final determination of Working
Capital.  Moreover, prior to the Closing Date, the Seller and SM&P
shall be entitled to forgive, without payment, any amounts owed by the Seller to
SM&P under the existing Tax Allocation Agreement relating to any Pre-Closing
Period.
  (h) Indemnification
for Post-Closing Transactions.  The Buyer agrees to indemnify
the Seller for any additional Tax owed by the Seller (including Tax owed by the
Seller due to this indemnification payment) resulting from any transaction not
in the Ordinary Course of Business occurring on the Closing Date after the
Buyer's purchase of the SM&P Shares.
  (i) Post-Closing
Transactions Not in the Ordinary Course.  The Buyer and the
Seller agree to report all transactions not in the Ordinary Course of Business
occurring on the Closing Date, after the Buyer's purchase of the SM&P
Shares, on the Buyer's federal income Tax Return to the extent permitted by
Treas. Reg. Section l.1502-76(b)(l)(ii)(B).
  (j) Survival.  Anything
to the contrary in this Agreement notwithstanding, the representations,
warranties, covenants, agreements, rights and obligations of the parties hereto
with respect to any Tax matter covered by this Agreement shall survive the
Closing and shall not terminate until 30 days after the expiration of the
statute of limitations (including extensions) applicable to such Tax
matter.
  (k) Conflicts.  To
the extent any provision of this Agreement is inconsistent with the provisions
of this Section 9, the
provisions of Section 9 shall
control; provided, however, any amounts due or owing pursuant to this Section 9 will
not be considered in calculating limits on the Seller's obligations under Section 8(b).  Any
payments pursuant to this Section 9 will
be considered an adjustment to the Final Adjusted Purchase Price.
  10.  TERMINATION.
  (a) Termination
of Agreement.  The Parties may terminate this Agreement as
provided below:
  (i) The
Buyer and the Seller may terminate this Agreement by mutual written consent at
any time before the Closing;
  (ii) The
Buyer may terminate this Agreement by giving written notice to the Seller at any
time before the Closing (A) in the event the Seller has breached any
representation, warranty or covenant contained in this Agreement and such
breach(es)
   41
  has,
or would be reasonably likely to have, a Material Adverse Effect, the Buyer has
notified the Seller of the breach, and the breach has continued without cure for
a  period of 10 business days after the notice of breach; or (B) if
the Closing shall not have occurred on or before May 15, 2008, by reason of the
failure of any condition precedent under Section 7(a)
(unless the failure results primarily from the Buyer itself breaching any
representation, warranty or covenant contained in this Agreement);
and
  (iii) The
Seller may terminate this Agreement by giving written notice to the Buyer at any
time before the Closing (A) in the event the Buyer has breached any
representation, warranty or covenant contained in this Agreement in any material
respect, the Seller has notified the Buyer of the breach, and the breach has
continued without cure for a period of 10 business days after the notice of
breach, (B) if any of the Financing Commitments has been materially modified or
amended or terminated such that Buyer would not be reasonably likely to be able
to finance the transactions contemplated hereby and Buyer shall not have
obtained replacement financing reasonably satisfactory to the Seller within 10
business days thereafter, or (C) if the Closing shall not have occurred on or
before May 15, 2008, by reason of the failure of any condition precedent under
Section 7(b)
(unless the failure results primarily from the Seller itself breaching any
representation, warranty or covenant contained in this Agreement).
  (b) Effect of
Termination.  If any Party terminates this Agreement pursuant
to Section 10(a),
all rights and obligations of the Parties hereunder shall terminate without any
liability of any Party to any other Party (except for any liability of any Party
then in breach); provided that the confidentiality provisions and limitations on
use contained in the Confidentiality Agreements and the provisions of Section 11 shall
survive termination.
  11.  MISCELLANEOUS.
  (a) Press
Releases and Public Announcements.  No Party shall issue any
press release or make any public announcement relating to the subject matter of
this Agreement before the Closing without the prior written approval of the
Buyer and the Seller; provided, however, that any Party may make any public
disclosure it believes in good faith is required by applicable law or any
listing or trading agreement concerning its publicly traded securities (in which
case the disclosing Party will use its reasonable efforts to advise the other
Party and review the contents of the press release or public announcement with
the other Party a reasonable time before making the disclosure).
  (b) No Third
Party Beneficiaries.  This Agreement shall not confer any
rights or remedies upon any Person other than the Parties and their respective
successors and permitted assigns.
  (c) Entire
Agreement.  This Agreement (including the Exhibits and
Schedules identified herein) and the Confidentiality Agreements constitute the
entire agreement between the Parties and supersede any prior understandings,
agreements or representations by or between the Parties, written or oral, to the
extent they relate to the subject matter hereof.  The Exhibits and
Schedules identified in this Agreement are incorporated herein by reference and
made a part hereof.
   42
  
  (d) Succession
and Assignment.  This Agreement shall be binding upon and inure
to the benefit of the Parties named herein and their respective successors and
permitted assigns.  No Party may assign either this Agreement or any
of its rights, interests or obligations hereunder without the prior written
approval of the other party; provided, that the
Buyer may assign its rights, interests and obligations hereunder to any
Affiliate of the Buyer or to its financing sources, as security for any
obligations arising in connection with its financing, without, in either case,
the prior written consent of the Seller.
  (e) Counterparts;
Facsimile.  This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original but all of which
together will constitute one and the same instrument.  This Agreement
may be executed by facsimile signature.
  (f) Headings.  The
Section headings contained in this Agreement are inserted for convenience
only and shall not affect in any way the meaning or interpretation of this
Agreement.
  (g) Notices.  All
notices, requests, demands, claims and other communications hereunder will be in
writing.  Any notice, request, demand, claim or other communication
hereunder shall be deemed duly given if (and then two (2) business days after)
it is sent by registered or certified mail, return receipt requested, postage
prepaid, and addressed to the intended recipient as set forth
below:


If
to the Seller:





The Laclede Group,
Inc.


720 Olive
Street


St. Louis, Missouri
63101


Attention: Mark C.
Darrell




with
a copy, which shall not constitute notice, to:




Thompson Coburn
LLP


One US Bank
Plaza


St. Louis, Missouri
63101


Attention: Thomas A.
Litz




If
to the Buyer:




Kohlberg & Co.,
L.L.C.


111 Radio
Circle


Mt. Kisco, NY
10549


Attention: Gordon H.
Woodward


Benjamin Mao




with
a copy, which shall not constitute notice, to:




O’Melveny
& Myers LLP


Times
Square Tower




43


7
Times Square


New
York, New York 10036


Attention:  James
Moriarty





Any
Party may send any notice, request, demand, claim or other communication
hereunder to the intended recipient at the address set forth above using any
other means (including personal delivery, expedited courier, messenger service,
facsimile transmission, telex, ordinary mail or electronic mail), but no such
notice, request, demand, claim or other communication shall be deemed to have
been duly given unless and until it actually is received by the intended
recipient.  Any Party may change the address to which notices,
requests, demands, claims and other communications hereunder are to be delivered
by giving the other Party notice in the manner herein set forth.




(h) Governing
Law.  This Agreement shall be governed by and construed in
accordance with the domestic laws of the State of Missouri without giving effect
to any choice or conflict of law provision or rule (whether of the State of
Indiana or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Missouri.




(i) Amendments
and Waivers.  No amendment of any provision of this Agreement
shall be valid unless the same shall be in writing and signed by the Buyer and
the Seller.  No waiver by any Party of any default, misrepresentation
or breach of warranty or covenant hereunder, whether intentional or not, shall
be deemed to extend to any prior or subsequent default, misrepresentation or
breach of warranty or covenant hereunder or affect in any way any rights arising
by virtue of any prior or subsequent such occurrence.




(j) Severability.  Any
term or provision of this Agreement that is invalid or unenforceable in any
situation in any jurisdiction shall not affect the validity or enforceability of
the remaining terms and provisions hereof or the validity or enforceability of
the offending term or provision in any other situation or in any other
jurisdiction.




(k) Expenses.  Each
Party will bear its own costs and expenses (including legal fees and expenses)
incurred in connection with this Agreement and the transactions contemplated
hereby.  The Seller hereby agrees to pay any and all costs and
expenses (including legal fees and expenses) incurred or otherwise owing by
SM&P that have been incurred (or are otherwise owing) through the Closing
Date in connection with this Agreement and the transactions contemplated hereby
except to the extent that such costs and expenses have been included in the
final determination of Working Capital.  Notwithstanding the
foregoing to the contrary, in no event shall any such cost or expense of
SM&P be deemed to include any cost or expense initiated at the direction of
the Buyer or any of its Affiliates (e.g., any cost or expense incurred in
connection with the Financing Commitments).




(l) Construction.  The
Parties have participated jointly in the negotiation and drafting of this
Agreement.  In the event an ambiguity or question of intent or
interpretation arises, this Agreement shall be construed as if drafted jointly
by the Parties, and no presumption or burden of proof shall arise favoring or
disfavoring any Party by virtue of the authorship of any of the provisions of
this Agreement.  Any reference to any federal, state, local or foreign
statute




44
 or
law shall be deemed also to refer to all rules and regulations promulgated
thereunder, unless the context requires otherwise.  The word
“including” shall mean “including, without limitation.”




[Signature
Page Follows]


45


IN WITNESS WHEREOF, the
Parties hereto have executed this Agreement on the date first above
written.









THE
      LACLEDE GROUP, INC.By:Name:Title:STRIPE
      ACQUISITION, INC.By:Name:Title:











46