FILED IN
A TIMELY MANNER ALL DOCUMENTS THAT POI WAS REQUIRED TO FILE UNDER THE EXCHANGE
ACT SINCE DECEMBER 31, 2003 (THE "SEC FILINGS").
THE SEC FILINGS COMPLIED IN
ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE EXCHANGE ACT AS OF THEIR
RESPECTIVE FILING DATES. NO SEC FILINGS CONTAINED ANY UNTRUE STATEMENT OF
MATERIAL FACT OR OMITTED TO STATE ANY MATERIAL FACT NECESSARY IN ORDER TO MAKE
THE STATEMENTS MADE THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
SECTION 2.6
NO MATERIAL LIABILITIES.
AS OF
SEPTEMBER 30, 2004, NONE OF THE COMPANY PARTIES, NETWORK OR CMS HAS ANY
LIABILITIES OF ANY KIND (WHETHER ACCRUED, ABSOLUTE, CONTINGENT OR OTHERWISE, AND
WHETHER DUE OR TO BECOME DUE) THAT WOULD BE REQUIRED TO BE REFLECTED ON A
BALANCE SHEET PREPARED IN ACCORDANCE WITH UNITED STATES GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES CONSISTENTLY APPLIED IN ORDER FOR SUCH BALANCE SHEET TO
PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF
POI AND ITS SUBSIDIARIES EXCEPT FOR LIABILITIES SET FORTH ON THE FINANCIAL
STATEMENTS CONTAINED IN THE DRAFT POI FORM 10-Q FOR THE FISCAL QUARTER ENDED
SEPTEMBER 30, 2004 PROVIDED TO THE QUADRANGLE PARTIES ON NOVEMBER 10, 2004 (THE
"DRAFT 10-Q") OR OTHERWISE REFLECTED IN, RESERVED AGAINST OR OTHERWISE DESCRIBED
IN THE DRAFT 10-Q.
SECTION 2.7
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN THE SEC FILINGS OR THE DRAFT 10-Q, SINCE SEPTEMBER 30,
2004, THE BUSINESS OF POI AND ITS SUBSIDIARIES, TAKEN AS A WHOLE, HAS BEEN
CONDUCTED IN THE ORDINARY COURSE CONSISTENT WITH PAST PRACTICE AND THERE HAS NOT
BEEN A MATERIAL ADVERSE CHANGE.
SECTION 2.8
COMPLIANCE WITH LAWS AND COURT
ORDERS.
NONE OF POI OR ANY OF ITS SUBSIDIARIES IS IN VIOLATION OF ANY
APPLICABLE LAW, RULE, REGULATION, JUDGMENT, INJUNCTION, ORDER OR DECREE, EXCEPT
FOR VIOLATIONS THAT HAVE NOT HAD AND WOULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT.
SECTION 2.9
STANDSTILL AGREEMENT; EQUITY
STANDSTILL AGREEMENT.
THERE HAS NOT OCCURRED A "TERMINATION EVENT" UNDER THE
STANDSTILL AGREEMENT OR AN "EQUITY STANDSTILL TERMINATION EVENT" UNDER THE
EQUITY STANDSTILL AGREEMENT, PROVIDED, THAT A TERMINATION EVENT OR AN EQUITY
STANDSTILL TERMINATION EVENT SHALL NOT BE DEEMED TO HAVE OCCURRED UNDER THE
STANDSTILL AGREEMENT OR EQUITY STANDSTILL AGREEMENT, RESPECTIVELY, DUE TO ANY
ACTION PERFORMED OR CONTEMPLATED TO BE PERFORMED UNDER THIS AGREEMENT.
SECTION 2.10
CREDIT FACILITY.
THE CREDIT
FACILITY IS A VALID AND BINDING AGREEMENT OF POAMI AND POI AND NETWORK (AS
GUARANTORS THEREUNDER) AND IS IN FULL FORCE WITH RESPECT TO SUCH PARTIES AND, AS
OF THE DATE OF THIS AGREEMENT (BUT PRIOR TO GIVING EFFECT TO THE PAYMENT
CONTEMPLATED BY SECTION 6.14), THE TOTAL OBLIGATIONS UNDER THE CREDIT FACILITY
ARE $215,500,000 OF PRINCIPAL DEBT PLUS ALL ACCRUED AND UNPAID INTEREST
THEREON.
NO DEFAULT (AS DEFINED IN THE CREDIT FACILITY) HAS OCCURRED THAT IS
CONTINUING OTHER THAN ANY SPECIFIED DEFAULTS (AS DEFINED IN THE STANDSTILL
AGREEMENT).
7
SECTION 2.11
OPINION OF FINANCIAL ADVISOR.
THE
BOARD OF DIRECTORS OF POI HAS RECEIVED