BEEN, DULY EXECUTED AND DELIVERED BY THE COMPANY AND, SUBJECT TO ENTRY OF THE
COMPANY CONFIRMATION ORDER, CONSTITUTES (OR WILL CONSTITUTE AT THE CLOSING, AS
APPLICABLE) THE LEGAL, VALID AND BINDING OBLIGATIONS OF THE COMPANY ENFORCEABLE
AGAINST THE COMPANY IN ACCORDANCE WITH THEIR RESPECTIVE TERMS, SUBJECT TO THE
DISCRETION OF THE COMPANY BANKRUPTCY COURT FOR SO LONG AS THE COMPANY BANKRUPTCY
COURT RETAINS JURISDICTION OVER THE COMPANY CASE.
(D)
THE EXECUTION, DELIVERY AND PERFORMANCE BY THE COMPANY OF THIS
AGREEMENT AND THE OTHER TRANSACTION DOCUMENTS TO BE EXECUTED AND DELIVERED BY
THE COMPANY AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED HEREBY AND
THEREBY DO NOT AND WILL NOT:
(I)
CONTRAVENE ANY PROVISION OF THE ARTICLES OF INCORPORATION OR
BYLAWS (OR COMPARABLE ORGANIZATIONAL DOCUMENTS) OF THE COMPANY;
(II)
SUBJECT TO ENTRY OF THE COMPANY CONFIRMATION ORDER, AFTER NOTICE
OR LAPSE OF TIME OR BOTH, RESULT IN A MATERIAL VIOLATION, MATERIAL CONFLICT
WITH, OR MATERIAL BREACH OF ANY PROVISION OF, CONSTITUTE A MATERIAL DEFAULT
UNDER, RESULT IN OR PERMIT THE MATERIAL MODIFICATION, REVOCATION, CANCELLATION,
TERMINATION OR ACCELERATION OF, ANY CONTRACT TO WHICH THE COMPANY IS A PARTY OR
BY WHICH ANY OF ITS PROPERTIES OR ASSETS ARE BOUND OR OTHERWISE SUBJECT OR,
REQUIRE ANY CONSENT OR WAIVER OF ANY PARTY TO ANY SUCH CONTRACT;
(III)
RESULT IN THE CREATION OR IMPOSITION OF ANY LIEN UPON, OR ANY
PERSON OBTAINING ANY RIGHT TO ACQUIRE OR OTHER INTEREST IN, ANY PROPERTIES,
ASSETS OR RIGHTS OF THE COMPANY;
(IV)
TO THE COMPANY'S KNOWLEDGE, VIOLATE OR CONFLICT WITH ANY LAW
APPLICABLE TO THE COMPANY OR ITS BUSINESS OR PROPERTIES; OR
(V)
EXCEPT FOR THE COMPANY CONFIRMATION ORDER AND ANY AUTHORIZATION,
CONSENT, ORDER, PERMIT, APPROVAL, NOTICE, FILING, REGISTRATION OR QUALIFICATION
(I) REQUIRED UNDER THE HSR ACT, (II) WITH, FROM OR TO THE FEDERAL AVIATION
ADMINISTRATION (THE "FAA") AND (III) WITH, FROM OR TO THE UNITED STATES
DEPARTMENT OF TRANSPORTATION (THE "DOT"), REQUIRE ANY AUTHORIZATION, CONSENT,
ORDER, PERMIT OR APPROVAL OF, OR NOTICE TO, OR FILING, REGISTRATION OR
QUALIFICATION WITH, ANY GOVERNMENT AUTHORITY.
2.4
FINANCIAL STATEMENTS.
(A)
SCHEDULE 2.4 SETS FORTH A TRUE, CORRECT AND COMPLETE COPY OF:
(I)
THE AUDITED BALANCE SHEET OF THE COMPANY AS OF MARCH 31, 2005 AND
MARCH 31, 2006, AND THE RELATED AUDITED STATEMENTS OF OPERATIONS, STOCKHOLDERS
EQUITY AND CASH FLOWS FOR THE FISCAL YEARS ENDED ON SUCH DATES, TOGETHER WITH
THE NOTES THERETO, IN EACH CASE EXAMINED BY AND ACCOMPANIED BY THE REPORT OF
DELOITTE & TOUCHE LLP, INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS, AND
7
(II)
THE UNAUDITED BALANCE SHEET OF THE COMPANY AS OF SEPTEMBER 30,
2006, AND THE UNAUDITED STATEMENTS OF OPERATIONS, STOCKHOLDERS EQUITY AND CASH
FLOWS FOR THE 6-MONTH PERIOD ENDED ON SUCH DATE, TOGETHER WITH THE NOTES
THERETO;
(all the foregoing financial statements, including the notes thereto being
referred to herein collectively as the "Company Financial Statements").
The
Company Financial Statements are in accordance with the books and records of the
Company and fairly present the financial position, results of operations,
stockholders equity and cash flows of