NOR ANY OF ITS AFFILIATES (PROVIDED THAT NO
REPRESENTATION IS MADE WITH RESPECT TO THE INITIAL PURCHASERS) HAS, DIRECTLY OR
THROUGH ANY AGENT, SOLD, OFFERED FOR SALE, SOLICITED OFFERS TO BUY OR OTHERWISE
NEGOTIATED IN RESPECT OF, ANY SECURITY (AS SUCH TERM IS DEFINED IN THE
SECURITIES ACT), WHICH IS OR WILL BE INTEGRATED WITH THE SALE OF THE NOTES IN A
MANNER THAT WOULD REQUIRE REGISTRATION OF THE NOTES UNDER THE SECURITIES ACT.
(II)
NONE OF THE COMPANY OR ANY OF ITS AFFILIATES OR ANY OTHER PERSON ACTING ON
ITS OR THEIR BEHALF (PROVIDED THAT NO REPRESENTATION IS MADE WITH RESPECT TO THE
INITIAL PURCHASERS OR ANY PERSON TO WHICH THE INITIAL PURCHASERS SELL NOTES
PURSUANT TO SECTION 2(E)) HAS ENGAGED, IN CONNECTION WITH THE OFFERING OF THE
NOTES, IN ANY FORM OF GENERAL SOLICITATION OR GENERAL ADVERTISING WITHIN THE
MEANING OF RULE 502(C) UNDER THE SECURITIES ACT.
(JJ)
THERE ARE NO SECURITIES OF THE COMPANY REGISTERED UNDER SECTION 12 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), OR LISTED ON A
NATIONAL SECURITIES EXCHANGE OR QUOTED IN A U.S. AUTOMATED INTER-DEALER
QUOTATION SYSTEM.
(KK)
NONE OF THE COMPANY OR ANY OF THE NOTE GUARANTORS HAS TAKEN OR WILL
TAKE,
DIRECTLY OR INDIRECTLY, ANY ACTION PROHIBITED BY REGULATION M UNDER THE EXCHANGE
ACT IN CONNECTION WITH THE OFFERING OF THE NOTES.
(LL)
NO FORWARD-LOOKING STATEMENT (WITHIN THE MEANING OF SECTION 27A OF THE
SECURITIES ACT AND SECTION 21E OF THE EXCHANGE ACT) CONTAINED IN THE PRELIMINARY
OFFERING MEMORANDUM OR THE OFFERING MEMORANDUM HAS BEEN MADE OR REAFFIRMED
WITHOUT A REASONABLE BASIS OR HAS BEEN DISCLOSED OTHER THAN IN GOOD FAITH.
(MM)
ASPEN INDUSTRIAL S.A. DE C.V. IS THE ONLY SUBSIDIARY WHICH IS A
SIGNIFICANT SUBSIDIARY OF THE COMPANY (AS DEFINED IN SECTION 1.02(W) OF
REGULATION S-X UNDER THE ACT).
(NN)
SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN IN THE OFFERING
MEMORANDUM, EXCEPT AS OTHERWISE STATED THEREIN, (I) THERE HAS BEEN NO MATERIAL
ADVERSE
13
CHANGE OR ANY DEVELOPMENT INVOLVING A PROSPECTIVE MATERIAL ADVERSE CHANGE IN THE
CONDITION, FINANCIAL OR OTHERWISE, OR IN THE EARNINGS, BUSINESS AFFAIRS,
MANAGEMENT OR BUSINESS PROSPECTS OF THE COMPANY OR ANY OF THE NOTE GUARANTORS,
WHETHER OR NOT ARISING IN THE ORDINARY COURSE OF BUSINESS, (II) NONE OF THE
COMPANY OR ANY OF THE NOTE GUARANTORS HAS INCURRED ANY MATERIAL LIABILITY OR
OBLIGATION, DIRECT OR CONTINGENT, OTHER THAN IN THE ORDINARY COURSE OF BUSINESS,
(III) NONE OF THE COMPANY OR ANY OF THE NOTE GUARANTORS HAS ENTERED INTO ANY
MATERIAL TRANSACTION OTHER THAN IN THE ORDINARY COURSE OF BUSINESS AND (IV)
THERE HAS NOT BEEN ANY MATERIAL CHANGE IN THE LONG-TERM DEBT OF THE COMPANY OR
ANY OF THE NOTE GUARANTORS, OR ANY DIVIDEND OR DISTRIBUTION OF ANY KIND
DECLARED, PAID OR MADE BY THE COMPANY OR ANY OF THE NOTE GUARANTORS ON ANY CLASS
OF THEIR RESPECTIVE CAPITAL STOCK.
(OO)
NOTHING HAS COME TO THE ATTENTION OF THE COMPANY THAT HAS CAUSED THE
COMPANY TO BELIEVE THAT