THE CREDITOR
PARTIES MAY RELEASE CONFIDENTIAL INFORMATION ABOUT THE COMPANY AND ITS
SUBSIDIARIES AND, IF APPLICABLE, ANY UNDERLYING BENEFICIAL OWNERS, TO PROPER
AUTHORITIES IF SUCH CREDITOR PARTY, IN ITS SOLE DISCRETION, DETERMINES THAT IT
IS IN THE BEST INTERESTS OF SUCH CREDITOR PARTY IN LIGHT OF RELEVANT RULES AND
REGULATIONS UNDER THE LAWS SET FORTH IN SUBSECTION (II) ABOVE.
ERISA.
BASED UPON THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974
("ERISA"), AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS THEREUNDER:
(I) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ENGAGED IN ANY
PROHIBITED TRANSACTIONS (AS DEFINED IN SECTION 406 OF ERISA AND SECTION 4975 OF
THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE")); (II) EACH OF THE
COMPANY AND EACH OF ITS SUBSIDIARIES HAS MET ALL APPLICABLE MINIMUM FUNDING
REQUIREMENTS UNDER SECTION 302 OF ERISA IN RESPECT OF ITS PLANS; (III) NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY KNOWLEDGE OF ANY EVENT OR
OCCURRENCE WHICH WOULD CAUSE THE PENSION BENEFIT GUARANTY CORPORATION TO
INSTITUTE PROCEEDINGS UNDER TITLE IV OF ERISA TO TERMINATE ANY EMPLOYEE BENEFIT
PLAN(S); (IV) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS ANY FIDUCIARY
RESPONSIBILITY FOR INVESTMENTS WITH RESPECT TO ANY PLAN EXISTING FOR THE BENEFIT
OF PERSONS OTHER THAN THE COMPANY'S OR SUCH SUBSIDIARY'S EMPLOYEES; AND
(V) NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS WITHDRAWN, COMPLETELY OR
PARTIALLY, FROM ANY MULTI-EMPLOYER PENSION PLAN SO AS TO INCUR LIABILITY UNDER
THE MULTIEMPLOYER PENSION PLAN AMENDMENTS ACT OF 1980.
PROJECTIONS.
THE PROJECTIONS PROVIDED BY THE COMPANY AND ITS SUBSIDIARIES TO
THE CREDITOR PARTIES ("PROJECTIONS") AS OF THE DATE HEREOF DELIVERED TO THE
CREDITOR PARTIES PRIOR TO THE DATE HEREOF HAVE BEEN PREPARED IN GOOD FAITH AND
WERE BASED ON ASSUMPTIONS REASONABLE AT THE TIME OF
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THE PREPARATION THEREOF (AND WHICH ASSUMPTIONS REMAIN REASONABLE ON THE DATE
HEREOF).
ON THE DATE HEREOF, THE COMPANY BELIEVES THAT THE PROJECTIONS ARE
REASONABLE AND ATTAINABLE, IT BEING RECOGNIZED BY THE CREDITOR PARTIES, HOWEVER,
THAT PROJECTIONS AS TO FUTURE EVENTS ARE NOT TO BE VIEWED AS FACTS AND THAT THE
ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED BY THE PROJECTIONS MAY
DIFFER FROM THE PROJECTED RESULTS.
REPRESENTATIONS AND WARRANTIES OF EACH PURCHASER.
EACH PURCHASER HEREBY
REPRESENTS AND WARRANTS, SEVERALLY AND NOT JOINTLY, TO THE COMPANY AS FOLLOWS
(SUCH REPRESENTATIONS AND WARRANTIES DO NOT LESSEN OR OBVIATE THE
REPRESENTATIONS AND WARRANTIES OF THE COMPANY SET FORTH IN THIS AGREEMENT):
NO SHORTING.
NEITHER SUCH PURCHASER NOR ANY OF ITS AFFILIATES AND INVESTMENT
PARTNERS HAS, NOR WILL CAUSE ANY PERSON OR ENTITY, TO DIRECTLY ENGAGE IN "SHORT
SALES" OF THE COMMON STOCK AS LONG AS ANY NOTE SHALL BE OUTSTANDING.
REQUISITE POWER AND AUTHORITY.
SUCH PURCHASER HAS ALL NECESSARY POWER AND
AUTHORITY UNDER ALL APPLICABLE PROVISIONS OF LAW TO EXECUTE AND DELIVER THIS
AGREEMENT AND THE RELATED AGREEMENTS AND TO CARRY OUT THEIR PROVISIONS.
ALL
CORPORATE ACTION ON SUCH PURCHASER'S PART REQUIRED FOR THE LAWFUL EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE RELATED AGREEMENTS HAVE