TERMINATION, AMENDMENT, CANCELLATION OR ACCELERATION OR RIGHT TO INCREASE THE
OBLIGATIONS OR OTHERWISE MODIFY THE TERMS THEREOF UNDER ANY CONTRACT OR ORDER TO
WHICH THE COMPANY OR ANY COMPANY SUBSIDIARY IS A PARTY OR BY WHICH THE COMPANY
OR ANY COMPANY SUBSIDIARY OR ANY OF THE PROPERTIES OR ASSETS OF THE COMPANY OR
ANY COMPANY SUBSIDIARY IS BOUND, (C) CONSTITUTE A VIOLATION OF ANY LAW
APPLICABLE TO THE COMPANY OR ANY COMPANY SUBSIDIARY; OR (D) RESULT IN THE
CREATION OF ANY LIEN UPON THE PROPERTIES OR ASSETS OF THE COMPANY OR ANY COMPANY
SUBSIDIARY.
EXCEPT FOR THE APPROVAL OF THE NYSE REFERRED TO IN SECTION 7.01(C),
NO CONSENT IS REQUIRED ON THE PART OF THE COMPANY OR THE COMPANY SUBSIDIARIES IN
CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE
CONSUMMATION OF THE TRANSACTION CONTEMPLATED HEREBY.
SECTION 3.06.
LISTING.
THE COMPANY IS NOT IN VIOLATION OF THE LISTING
REQUIREMENTS OF THE NYSE IN ANY MATERIAL RESPECT.
THE COMPANY HAS NOT RECEIVED
ANY WRITTEN NOTICE FROM THE NYSE THAT THE COMMON STOCK IS TO BE DELISTED BY THE
NYSE.
SECTION 3.07.
FINANCIAL STATEMENTS.
THE COMPANY HAS PREVIOUSLY DELIVERED
TO THE INVESTOR COPIES OF THE UNAUDITED COMBINED BALANCE SHEET OF THE COMPANY
AND THE COMPANY SUBSIDIARIES AS OF SEPTEMBER 30, 2004 AND THE RELATED UNAUDITED
COMBINED STATEMENTS OF OPERATIONS AND CASH FLOWS FOR THE THREE MONTHS AND NINE
MONTHS ENDED SEPTEMBER 30, 2004, AS REPORTED IN THE COMPANY'S QUARTERLY REPORT
ON FORM 10-Q FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2004, FILED WITH THE
SEC UNDER THE EXCHANGE ACT (THE "UNAUDITED FINANCIAL STATEMENTS").
THE
UNAUDITED FINANCIAL STATEMENTS ACCURATELY REFLECT THE BOOKS AND RECORDS OF THE
COMPANY AND PRESENT FAIRLY, IN ALL MATERIAL RESPECTS, THE COMBINED FINANCIAL
POSITION OF THE COMPANY AND THE COMPANY SUBSIDIARIES AND THE COMBINED RESULTS OF
THEIR OPERATIONS AND THEIR CASH FLOWS FOR THE PERIOD AND DATE COVERED THEREBY,
IN CONFORMITY WITH GAAP, EXCEPT FOR CHANGES RESULTING FROM YEAR-END ADJUSTMENTS
(NONE OF WHICH WILL BE MATERIAL IN AMOUNT) AND THE ABSENCE OF FOOTNOTE
DISCLOSURES THERETO.
SECTION 3.08.
COMMISSION FILINGS.
THE COMPANY HAS FILED ALL REPORTS,
REGISTRATION STATEMENTS, PROXY STATEMENTS AND OTHER MATERIALS, TOGETHER WITH ANY
AMENDMENTS REQUIRED TO BE MADE WITH RESPECT THERETO, THAT WERE REQUIRED TO BE
FILED WITH THE SEC UNDER THE SECURITIES ACT OR THE EXCHANGE ACT FROM AND AFTER
DECEMBER 31, 2003 (ALL SUCH REPORTS AND STATEMENTS ARE COLLECTIVELY REFERRED TO
HEREIN AS THE "COMMISSION FILINGS").
AS OF THEIR RESPECTIVE DATES, THE
COMMISSION FILINGS, INCLUDING THE FINANCIAL STATEMENTS CONTAINED THEREIN,
COMPLIED IN ALL MATERIAL RESPECTS WITH ALL OF THE STATUTES AND PUBLISHED RULES
AND REGULATIONS ENFORCED OR PROMULGATED BY THE REGULATORY AUTHORITY WITH WHICH
THE COMMISSION FILINGS WERE FILED, AND, EXCEPT TO THE EXTENT THE INFORMATION IN
ANY COMMISSION FILING HAS BEEN REVISED OR SUPERSEDED BY A LATER FILED COMMISSION
FILING, DID NOT AND DO NOT AS OF THE DATE HEREOF CONTAIN ANY UNTRUE STATEMENT OF
A MATERIAL FACT OR OMIT TO STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN
OR NECESSARY