DISTRICT OF
COLUMBIA.
(K)
TAKEOVER STATUTES.
NO "FAIR PRICE," "MORATORIUM," "CONTROL SHARE
ACQUISITION" OR OTHER SIMILAR ANTI-TAKEOVER STATUTE OR REGULATION (INCLUDING
SECTION 203 OF THE DGCL) (EACH A "TAKEOVER STATUTE") OR ANY ANTI-TAKEOVER
PROVISION IN THE COMPANY'S CERTIFICATE OF INCORPORATION AND BY-LAWS IS, OR AT
THE EFFECTIVE TIME WILL BE, APPLICABLE TO THE COMPANY, THE SHARES, THE MERGER OR
THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT.
THE BOARD OF DIRECTORS
OF THE COMPANY HAS TAKEN ALL ACTION SO THAT PARENT WILL NOT BE PROHIBITED FROM
ENTERING INTO A "BUSINESS COMBINATION" WITH THE COMPANY AS AN "INTERESTED
STOCKHOLDER" (IN EACH CASE AS SUCH TERM IS USED IN SECTION 203 OF THE DGCL) AS A
RESULT OF THE EXECUTION OF THIS AGREEMENT, OR THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED HEREBY.
(L)
ENVIRONMENTAL MATTERS.
THE COMPANY AND ITS SUBSIDIARIES ARE
(I) IN COMPLIANCE WITH ANY AND ALL APPLICABLE FOREIGN, FEDERAL, STATE AND LOCAL
LAWS AND REGULATIONS RELATING TO THE PROTECTION OF HUMAN HEALTH AND SAFETY, THE
ENVIRONMENT OR HAZARDOUS OR TOXIC SUBSTANCES OR WASTES, POLLUTANTS OR
CONTAMINANTS ("ENVIRONMENTAL LAWS"), (II) HAVE RECEIVED AND ARE IN COMPLIANCE
WITH ALL PERMITS, LICENSES OR OTHER APPROVALS REQUIRED OF THEM UNDER APPLICABLE
ENVIRONMENTAL LAWS TO CONDUCT THEIR RESPECTIVE BUSINESSES AND (III) HAVE NOT
RECEIVED NOTICE OF ANY ACTUAL OR POTENTIAL LIABILITY FOR THE INVESTIGATION OR
REMEDIATION OF ANY DISPOSAL OR RELEASE OF HAZARDOUS OR TOXIC SUBSTANCES OR
WASTES, POLLUTANTS OR CONTAMINANTS, EXCEPT AS IS NOT REASONABLY LIKELY TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A COMPANY MATERIAL ADVERSE EFFECT.
NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS BEEN NAMED AS A "POTENTIALLY
RESPONSIBLE PARTY" UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION,
AND LIABILITY ACT OF 1980, AS AMENDED.
(M)
TAX MATTERS.
AS OF THE DATE HEREOF, NEITHER THE COMPANY NOR ANY OF
ITS AFFILIATES HAS TAKEN OR AGREED TO TAKE ANY ACTION, NOR DO THE OFFICERS OF
THE COMPANY HAVE ANY KNOWLEDGE OF ANY FACT OR CIRCUMSTANCE, THAT WOULD PREVENT
THE MERGER AND THE OTHER TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT FROM
QUALIFYING AS A "REORGANIZATION" WITHIN THE MEANING OF SECTION 368(A) OF THE
CODE.
(N)
TAXES.
THE COMPANY AND EACH OF ITS SUBSIDIARIES (I) HAVE PREPARED
IN GOOD FAITH AND DULY AND TIMELY FILED (TAKING INTO ACCOUNT ANY EXTENSION OF
TIME WITHIN WHICH TO FILE) ALL TAX RETURNS (AS DEFINED BELOW) REQUIRED TO BE
FILED BY ANY
-15-
OF THEM AND ALL SUCH FILED TAX RETURNS ARE COMPLETE AND ACCURATE IN ALL MATERIAL
RESPECTS; (II) HAVE PAID ALL TAXES (AS DEFINED BELOW) THAT ARE REQUIRED TO BE
PAID OR THAT THE COMPANY OR ANY OF ITS SUBSIDIARIES ARE OBLIGATED TO WITHHOLD
FROM AMOUNTS OWING TO ANY EMPLOYEE, CREDITOR OR THIRD PARTY, EXCEPT WITH RESPECT
TO MATTERS CONTESTED IN GOOD FAITH; AND (III) HAVE NOT WAIVED ANY STATUTE OF
LIMITATIONS WITH RESPECT TO TAXES OR AGREED TO ANY EXTENSION OF TIME WITH
RESPECT TO A TAX ASSESSMENT OR DEFICIENCY.
AS OF THE DATE HEREOF, THERE ARE NOT
PENDING OR, TO THE KNOWLEDGE OF THE OFFICERS OF THE