AGREEMENT, LOAN AGREEMENT OR OTHER AGREEMENT, OBLIGATION, CONDITION, COVENANT OR
INSTRUMENT PURSUANT TO THE TERMS OF WHICH THERE ARE OBLIGATIONS OR COMMITMENTS
OR CONSIDERATION BY ANY PARTY THERETO VALUED IN EXCESS OF $250,000 IN ANY YEAR
OR IN EXCESS OF $500,000 DURING THE INITIAL TERM THEREOF (COLLECTIVELY,
"MATERIAL CONTRACTS") TO WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES IS A PARTY
OR BOUND OR TO WHICH ITS OR THEIR PROPERTY IS SUBJECT, OR (C) ANY MATERIAL LAW
APPLICABLE TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OF ANY COURT, GOVERNMENTAL
ENTITY, ARBITRATOR OR OTHER AUTHORITY HAVING JURISDICTION OVER THE COMPANY OR
ANY OF ITS SUBSIDIARIES OR ANY OF ITS OR THEIR PROPERTIES.
"LAWS" SHALL MEAN
ANY STATUTE, LAW, RULE, REGULATION, JUDGMENT, ORDER OR DECREE.
SECTION 5.1(D)
OF THE COMPANY DISCLOSURE LETTER SETS FORTH A CORRECT AND COMPLETE LIST OF
MATERIAL CONTRACTS OF THE COMPANY AND ITS SUBSIDIARIES PURSUANT TO WHICH
CONSENTS OR WAIVERS ARE OR MAY BE REQUIRED PRIOR TO CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
EACH OF THE MATERIAL
-10-
CONTRACTS OF THE COMPANY AND ITS SUBSIDIARIES IS IN FULL FORCE AND EFFECT AND
ENFORCEABLE IN ACCORDANCE WITH ITS TERMS, SUBJECT TO THE BANKRUPTCY AND EQUITY
EXCEPTION.
(III)
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES IS A PARTY TO OR
BOUND BY ANY NON-COMPETITION CONTRACT OR OTHER INDENTURE, CONTRACT, LEASE,
MORTGAGE, DEED OF TRUST, NOTE AGREEMENT, LOAN AGREEMENT OR OTHER AGREEMENT,
OBLIGATION, CONDITION, COVENANT OR INSTRUMENT (COLLECTIVELY, "CONTRACTS") THAT
PURPORTS TO LIMIT IN ANY RESPECT EITHER THE TYPE OF BUSINESS IN WHICH THE
COMPANY OR ITS SUBSIDIARIES (OR, AFTER GIVING EFFECT TO THE MERGER, THE PARENT
OR ITS SUBSIDIARIES) MAY ENGAGE OR THE MANNER OR LOCATIONS IN WHICH ANY OF THEM
MAY SO ENGAGE IN ANY BUSINESS.
(E)
COMPANY REPORTS; FINANCIAL STATEMENTS.
THE COMPANY HAS MADE
AVAILABLE TO THE PARENT EACH REGISTRATION STATEMENT, REPORT, PROXY STATEMENT OR
INFORMATION STATEMENT PREPARED BY IT SINCE FEBRUARY 14, 2002, INCLUDING THE
COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2001 IN THE
FORM (INCLUDING EXHIBITS, ANNEXES AND ANY AMENDMENTS THERETO) FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION (THE "SEC") (COLLECTIVELY, INCLUDING ANY SUCH
REPORTS FILED SUBSEQUENT TO THE DATE HEREOF AND AS AMENDED, THE "COMPANY
REPORTS").
AS OF THEIR RESPECTIVE DATES, (OR, IF AMENDED, AS OF THE DATE OF
SUCH AMENDMENT) THE COMPANY REPORTS DID NOT, AND ANY COMPANY REPORTS FILED WITH
THE SEC SUBSEQUENT TO THE DATE HEREOF WILL NOT, AS OF THEIR RESPECTIVE DATES,
CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY TO MAKE THE STATEMENTS MADE THEREIN,
IN LIGHT OF THE CIRCUMSTANCES IN WHICH THEY WERE MADE, NOT MISLEADING.
EACH OF
THE CONSOLIDATED BALANCE SHEETS INCLUDED IN OR INCORPORATED BY REFERENCE INTO
THE COMPANY REPORTS (INCLUDING THE RELATED NOTES AND SCHEDULES) FAIRLY PRESENTS
IN ALL MATERIAL RESPECTS, OR WILL FAIRLY PRESENT IN ALL MATERIAL RESPECTS, THE
CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND ITS SUBSIDIARIES AS OF