DATE BUT WILL
THEREAFTER TERMINATE.
(AA)
S CORPORATION MATTERS.
THE COMPANY FILED A PROPERLY EXECUTED
FORM 2553 WITH THE IRS TO ELECT UNDER SUBCHAPTER S OF THE CODE TO BE AN "S
CORPORATION" WITHIN THE MEANING OF SECTION 1361 OF THE CODE.
THE COMPANY'S "S
CORPORATION" ELECTION BECAME EFFECTIVE ON JANUARY 1, 2001, AND THE COMPANY WAS
AT ALL TIMES FROM AND INCLUDING JANUARY 1, 2001, AN "S CORPORATION" WITHIN THE
MEANING OF SECTION 1361 OF THE CODE (AND AN "S CORPORATION" FOR ALL APPLICABLE
STATE AND LOCAL INCOME TAX PURPOSES).
(BB)
CUSTOMERS.
SCHEDULE 2.1(BB) HERETO SETS FORTH (I) A LIST OF THE
TOP TWENTY (20) CUSTOMERS OF THE COMPANY FOR THE TWELVE (12) MONTH PERIOD ENDING
ON THE BALANCE SHEET DATE AND (II) THE GROSS SALES BY THE COMPANY ATTRIBUTABLE
TO EACH OF SUCH CUSTOMERS FOR SUCH PERIOD.
THERE ARE WRITTEN CONTRACTS WITH
THOSE CUSTOMERS LISTED BESIDE THE MASTER SERVICE AGREEMENTS SET FORTH ON
SCHEDULE 2.1(H) HERETO.
SINCE THE BALANCE SHEET DATE, NONE OF THE CUSTOMERS
LISTED ON SCHEDULE 2.1(BB) HAS CANCELLED OR TERMINATED, OR MADE THREATS THAT ARE
PERCEIVED AS CREDIBLE ABOUT ITS INTENTION TO CANCEL OR TERMINATE, ITS BUSINESS
RELATIONSHIP WITH THE COMPANY.
THE COMPANY IS NOT CURRENTLY OBLIGATED TO SHARE
ANY COST SAVINGS OR REDUCTION WITH ANY THIRD PARTY PURSUANT TO ANY CONTRACT OR
AGREEMENT.
(CC)
FACTORING OF RECEIVABLES; RESERVES.
SINCE MARCH 4, 2008, THE
COMPANY HAS NOT FACTORED ANY OF ITS ACCOUNTS RECEIVABLE INTO CASH OR CASH
EQUIVALENTS; AND THE COMPANY CURRENTLY MAINTAINS ADEQUATE RESERVES TO COVER ANY
NON-COLLECTIBLE ACCOUNTS RECEIVABLE.
2.2.
REPRESENTATIONS AND WARRANTIES REGARDING NEW SHAREHOLDER ENTITY.
EACH OF THE SHAREHOLDERS WHO SHALL OWN AN INTEREST IN THE NEW SHAREHOLDER ENTITY
AS OF THE CLOSING DATE, JOINTLY AND SEVERALLY, REPRESENTS AND WARRANTS TO BUYER
AS FOLLOWS:
19
(A)
ORGANIZATION AND GOOD STANDING.
THE NEW SHAREHOLDER ENTITY IS A
LIMITED LIABILITY COMPANY DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING
UNDER THE LAWS OF THE STATE OF OKLAHOMA, HAS FULL REQUISITE CORPORATE POWER AND
AUTHORITY TO CARRY ON ITS BUSINESS AS IT IS CURRENTLY CONDUCTED, AND TO OWN AND
OPERATE THE PROPERTIES CURRENTLY OWNED AND OPERATED BY IT, AND IS DULY QUALIFIED
OR LICENSED TO DO BUSINESS AND IS IN GOOD STANDING AS A FOREIGN CORPORATION
AUTHORIZED TO DO BUSINESS IN ALL JURISDICTIONS IN WHICH THE CHARACTER OF THE
PROPERTIES OWNED OR THE NATURE OF THE BUSINESS CONDUCTED BY IT WOULD MAKE SUCH
QUALIFICATION OR LICENSING NECESSARY.
(B)
AGREEMENT AUTHORIZED AND ITS EFFECT ON OTHER OBLIGATIONS.
THE
REAL PROPERTY LEASES HAVE BEEN DULY AND VALIDLY AUTHORIZED BY ALL NECESSARY
CORPORATE ACTION ON THE PART OF THE NEW SHAREHOLDER ENTITY, AND THE REAL
PROPERTY LEASES CONSTITUTE VALID AND BINDING OBLIGATIONS OF THE NEW SHAREHOLDER
ENTITY, ENFORCEABLE IN ACCORDANCE WITH THEIR TERMS.
THE EXECUTION, DELIVERY AND
PERFORMANCE OF THE REAL PROPERTY LEASES BY THE NEW SHAREHOLDER ENTITY WILL NOT
CONFLICT WITH OR RESULT IN A VIOLATION OF BREACH OF ANY TERM OR PROVISION OF, OR
CONSTITUTE A DEFAULT UNDER (I) THE GOVERNING DOCUMENTS OF THE