ISSUANCE OF SUCH SHARES WILL NOT BE SUBJECT TO ANY
PREEMPTIVE OR SIMILAR RIGHTS.
(L)
AUTHORIZATION OF THE REGISTRATION RIGHTS AGREEMENT.
THE REGISTRATION
RIGHTS AGREEMENT HAS BEEN DULY AUTHORIZED, EXECUTED AND DELIVERED BY, AND IS A
VALID AND BINDING AGREEMENT OF, THE COMPANY, ENFORCEABLE AGAINST THE COMPANY IN
ACCORDANCE WITH ITS TERMS, EXCEPT AS RIGHTS TO INDEMNIFICATION THEREUNDER MAY BE
LIMITED BY PUBLIC POLICY AND EXCEPT AS THE ENFORCEMENT THEREOF MAY BE LIMITED BY
BANKRUPTCY, INSOLVENCY, REORGANIZATION, MORATORIUM OR OTHER SIMILAR LAWS
RELATING TO OR AFFECTING THE RIGHTS AND REMEDIES OF CREDITORS OR BY GENERAL
EQUITABLE PRINCIPLES.
(M)
NO MATERIAL ADVERSE CHANGE.
EXCEPT AS OTHERWISE DISCLOSED IN THE
DISCLOSURE PACKAGE AND THE FINAL OFFERING MEMORANDUM (EXCLUSIVE OF ANY
AMENDMENTS OR SUPPLEMENTS THERETO SUBSEQUENT TO THE DATE OF THIS AGREEMENT),
SUBSEQUENT TO THE RESPECTIVE DATES AS OF WHICH INFORMATION IS GIVEN IN THE
DISCLOSURE PACKAGE (I) THERE HAS BEEN NO MATERIAL ADVERSE CHANGE, OR, TO THE
KNOWLEDGE OF THE COMPANY, ANY DEVELOPMENT INVOLVING A PROSPECTIVE CHANGE, IN THE
CONDITION, FINANCIAL OR OTHERWISE, OR IN THE EARNINGS, BUSINESS, OPERATIONS OR
PROSPECTS, WHETHER OR NOT ARISING FROM TRANSACTIONS IN THE ORDINARY COURSE OF
BUSINESS, OF THE COMPANY AND ITS SUBSIDIARIES, CONSIDERED AS ONE ENTITY (ANY
SUCH CHANGE IS CALLED A "MATERIAL ADVERSE CHANGE"); AND (II) THERE HAS BEEN NO
DIVIDEND OR DISTRIBUTION OF ANY KIND DECLARED, PAID OR MADE BY THE COMPANY,
OTHER THAN REGULAR QUARTERLY CASH DIVIDENDS, OR, EXCEPT FOR DIVIDENDS PAID TO
THE COMPANY OR OTHER SUBSIDIARIES, ANY OF ITS SUBSIDIARIES ON ANY CLASS OF
CAPITAL STOCK OR REPURCHASE OR REDEMPTION BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES OF ANY CLASS OF CAPITAL STOCK.
(N)
INDEPENDENT ACCOUNTANTS.
TO THE BEST OF THE COMPANY'S KNOWLEDGE, KPMG LLP,
WHO HAVE EXPRESSED THEIR OPINION WITH RESPECT TO THE FINANCIAL STATEMENTS (WHICH
TERM AS USED IN THIS AGREEMENT INCLUDES THE RELATED NOTES THERETO) AND
SUPPORTING SCHEDULES INCLUDED IN THE DISCLOSURE PACKAGE AND THE FINAL OFFERING
MEMORANDUM, ARE INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS AS REQUIRED BY THE
SECURITIES ACT AND THE EXCHANGE ACT.
4
(O)
PREPARATION OF THE FINANCIAL STATEMENTS.
THE CONSOLIDATED HISTORICAL
FINANCIAL STATEMENTS AND SCHEDULES OF THE COMPANY AND ITS CONSOLIDATED
SUBSIDIARIES INCLUDED IN COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED
MAY 28, 2006, AS AMENDED BY AMENDMENT NO. 1 ON FORM 10-K/A FILED WITH THE
COMMISSION ON JANUARY 8, 2007 AND THE COMPANY'S CURRENT REPORT ON FORM 8-K FILED
WITH THE COMMISSION ON JANUARY 16, 2007 AND INCORPORATED BY REFERENCE IN THE
DISCLOSURE PACKAGE AND THE FINAL OFFERING MEMORANDUM PRESENT FAIRLY IN ALL
MATERIAL RESPECTS THE FINANCIAL CONDITION, RESULTS OF OPERATIONS AND CASH FLOWS
OF THE COMPANY AS OF THE DATES AND FOR THE PERIODS INDICATED, COMPLY AS TO FORM
WITH THE APPLICABLE ACCOUNTING REQUIREMENTS OF THE EXCHANGE ACT AND HAVE BEEN
PREPARED IN CONFORMITY WITH GENERALLY ACCEPTED ACCOUNTING PRINCIPLES APPLIED ON
A CONSISTENT BASIS THROUGHOUT THE PERIODS INVOLVED (EXCEPT AS OTHERWISE NOTED
THEREIN).
THE COMPANY'S RATIOS OF EARNINGS TO FIXED CHARGES SET FORTH IN THE
DISCLOSURE PACKAGE AND