HEREOF, (A)
THERE IS NO INVESTIGATION OR REVIEW PENDING (OR, TO THE KNOWLEDGE OF THE
COMPANY, THREATENED) BY ANY GOVERNMENTAL ENTITY WITH RESPECT TO THE COMPANY, ANY
OF THE COMPANY'S SUBSIDIARIES OR, TO THE KNOWLEDGE OF THE COMPANY, ANY COMPANY
JOINT VENTURE WHICH WOULD REASONABLY BE EXPECTED TO HAVE, INDIVIDUALLY OR IN THE
AGGREGATE, A COMPANY MATERIAL ADVERSE EFFECT, AND (B) THERE ARE NO ACTIONS,
SUITS, INQUIRIES, INVESTIGATIONS, ARBITRATIONS, MEDIATIONS OR PROCEEDINGS
PENDING (OR, TO THE KNOWLEDGE OF THE COMPANY, THREATENED) AGAINST OR AFFECTING
THE COMPANY, ANY OF ITS SUBSIDIARIES, ANY OF THEIR RESPECTIVE PROPERTIES OR, TO
THE KNOWLEDGE OF THE COMPANY, ANY COMPANY JOINT VENTURE AT LAW OR IN EQUITY
(AND, TO THE KNOWLEDGE OF THE COMPANY, THERE IS NO BASIS FOR ANY SUCH ACTION,
SUIT, INQUIRY, INVESTIGATION OR PROCEEDING) BEFORE, AND THERE ARE NO ORDERS,
JUDGMENTS OR DECREES OF, OR BEFORE, ANY GOVERNMENTAL ENTITY, IN EACH CASE WHICH
WOULD HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A COMPANY MATERIAL ADVERSE EFFECT.
SECTION 3.12
PROXY STATEMENT; OTHER INFORMATION.
THE PROXY STATEMENT
(INCLUDING THE LETTER TO SHAREHOLDERS, NOTICE OF MEETING AND FORM OF PROXY, AND
ANY AMENDMENTS OR SUPPLEMENTS THERETO, THE "PROXY STATEMENT") AND THE RULE 13E-3
TRANSACTION STATEMENT ON SCHEDULE 13E-3 (THE "SCHEDULE 13E-3")
TO BE FILED BY
THE COMPANY WITH THE SEC IN CONNECTION WITH SEEKING THE ADOPTION OF THIS
AGREEMENT BY THE SHAREHOLDERS OF THE COMPANY WILL NOT, AT THE TIME THEY ARE
CONCURRENTLY FILED WITH THE SEC, OR, IN THE CASE OF THE PROXY STATEMENT, AT THE
TIME IT IS FIRST MAILED TO THE SHAREHOLDERS OF THE COMPANY OR AT THE TIME OF THE
COMPANY MEETING, CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO
STATE ANY MATERIAL FACT REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO
MAKE THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING.
THE COMPANY WILL CAUSE THE PROXY STATEMENT AND THE
SCHEDULE 13E-3 TO COMPLY AS TO FORM IN ALL MATERIAL RESPECTS WITH THE
REQUIREMENTS OF THE
19
EXCHANGE ACT AND THE RULES AND REGULATIONS THEREUNDER APPLICABLE THERETO AS OF
THE DATE OF SUCH FILING.
NO REPRESENTATION IS MADE BY THE COMPANY WITH RESPECT
TO STATEMENTS MADE IN THE PROXY STATEMENT OR THE SCHEDULE 13E-3 BASED ON
INFORMATION SUPPLIED BY THE ESOP, MERGER SUB OR ANY OF THEIR AFFILIATES
SPECIFICALLY FOR INCLUSION OR INCORPORATION BY REFERENCE THEREIN.
SECTION 3.13
RIGHTS PLAN.
THE BOARD OF DIRECTORS OF THE COMPANY HAS
RESOLVED TO, AND THE COMPANY PROMPTLY AFTER THE EXECUTION OF THIS AGREEMENT
WILL, TAKE ALL ACTION NECESSARY TO RENDER THE RIGHTS TO PURCHASE SHARES OF
SERIES A JUNIOR PARTICIPATING PREFERRED STOCK OF THE COMPANY ("RIGHTS"), ISSUED
PURSUANT TO THE TERMS OF THE RIGHTS AGREEMENT, DATED AS OF DECEMBER 12, 1997, AS
AMENDED (THE "RIGHTS AGREEMENT"), BETWEEN THE COMPANY AND COMPUTERSHARE TRUST
COMPANY, N.A. (FORMERLY FIRST CHICAGO TRUST COMPANY OF NEW YORK), AS RIGHTS
AGENT, INAPPLICABLE TO THE MERGER AND THE EXECUTION AND OPERATION OF THIS
AGREEMENT.
SECTION 3.14
TAX MATTERS.
(A)
EXCEPT