THE PRESENT VALUE OF ALL BENEFITS ACCRUED UNDER SUCH PLAN DETERMINED
USING REASONABLE ACTUARIAL ASSUMPTIONS.
(LL)
FORWARD LOOKING STATEMENTS.
NO FORWARD-LOOKING STATEMENT (WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT AND SECTION 21E OF THE EXCHANGE
ACT) (A "FORWARD LOOKING STATEMENT") CONTAINED IN THE REGISTRATION STATEMENT AND
THE PROSPECTUS HAS BEEN MADE OR REAFFIRMED WITHOUT A REASONABLE BASIS OR HAS
BEEN DISCLOSED OTHER THAN IN GOOD FAITH.
THE FORWARD LOOKING STATEMENTS
INCORPORATED BY REFERENCE IN THE REGISTRATION STATEMENT AND THE PROSPECTUS FROM
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR MOST RECENTLY ENDED
(I) ARE WITHIN THE COVERAGE OF THE SAFE HARBOR FOR FORWARD LOOKING STATEMENTS
SET FORTH IN SECTION 27A OF THE ACT, RULE 175(B) UNDER THE ACT OR RULE 3B-6
UNDER THE EXCHANGE ACT, AS APPLICABLE, (II) WERE MADE BY THE COMPANY WITH A
REASONABLE BASIS AND IN GOOD FAITH AND REFLECT THE COMPANY'S GOOD FAITH
COMMERCIALLY REASONABLE BEST ESTIMATE OF THE MATTERS DESCRIBED THEREIN, AND
(III) HAVE BEEN PREPARED IN ACCORDANCE WITH ITEM 10 OF REGULATION S-K UNDER THE
ACT.
(MM)
WM SMITH PURCHASES.
THE COMPANY ACKNOWLEDGES AND AGREES THAT WM
SMITH HAS INFORMED THE COMPANY THAT WM SMITH MAY, TO THE EXTENT PERMITTED UNDER
THE SECURITIES ACT AND THE EXCHANGE ACT, PURCHASE AND SELL SHARES OF COMMON
STOCK FOR ITS OWN ACCOUNT WHILE THIS AGREEMENT IS IN EFFECT, PROVIDED, THAT
(I) NO SUCH PURCHASE OR SALES SHALL TAKE PLACE WHILE A PLACEMENT NOTICE IS IN
EFFECT (EXCEPT TO THE EXTENT WM SMITH MAY ENGAGE IN SALES OF PLACEMENT SHARES
PURCHASED OR DEEMED PURCHASED FROM THE COMPANY AS A "RISKLESS PRINCIPAL" OR IN A
SIMILAR CAPACITY) AND (II) THE COMPANY SHALL NOT BE DEEMED TO HAVE AUTHORIZED OR
CONSENTED TO ANY SUCH PURCHASES OR SALES BY WM SMITH.
14
(NN)
MARGIN RULES.
NEITHER THE ISSUANCE, SALE AND DELIVERY OF THE SHARES NOR
THE APPLICATION OF THE PROCEEDS THEREOF BY THE COMPANY AS DESCRIBED IN THE
REGISTRATION STATEMENT AND THE PROSPECTUS WILL VIOLATE REGULATION T, U OR X OF
THE BOARD OF GOVERNORS OF THE FEDERAL RESERVE SYSTEM OR ANY OTHER REGULATION OF
SUCH BOARD OF GOVERNORS.
(OO)
INSURANCE.
THE COMPANY AND EACH OF ITS SUBSIDIARIES CARRY, OR ARE COVERED
BY, INSURANCE IN SUCH AMOUNTS AND COVERING SUCH RISKS AS THE COMPANY AND EACH OF
ITS SUBSIDIARIES REASONABLY BELIEVE ARE ADEQUATE FOR THE CONDUCT OF THEIR
PROPERTIES AND AS IS CUSTOMARY FOR COMPANIES ENGAGED IN SIMILAR BUSINESSES IN
SIMILAR INDUSTRIES.
(PP)
NO IMPROPER PRACTICES.
(I) NEITHER THE COMPANY NOR, TO THE COMPANY'S
KNOWLEDGE, THE SUBSIDIARIES, NOR TO THE COMPANY'S KNOWLEDGE, ANY OF THEIR
RESPECTIVE EXECUTIVE OFFICERS HAS, IN THE PAST FIVE YEARS, MADE ANY UNLAWFUL
CONTRIBUTIONS TO ANY CANDIDATE FOR ANY POLITICAL OFFICE (OR FAILED FULLY TO
DISCLOSE ANY CONTRIBUTION IN VIOLATION OF LAW) OR MADE ANY CONTRIBUTION OR OTHER
PAYMENT TO ANY OFFICIAL OF, OR CANDIDATE FOR, ANY FEDERAL, STATE, MUNICIPAL, OR
FOREIGN OFFICE OR OTHER PERSON CHARGED WITH SIMILAR PUBLIC OR QUASI-PUBLIC DUTY
IN VIOLATION OF ANY LAW OR OF