THE COMPANY'S ANNUAL REPORT
ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2003 OTHER THAN IN THE ORDINARY
COURSE OF BUSINESS AND THAT WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
TO THE
KNOWLEDGE OF THE COMPANY, NONE OF THE DIRECTORS OR OFFICERS OF THE COMPANY HAS
BEEN A PARTY TO ANY SECURITIES RELATED LITIGATION DURING THE PAST FIVE YEARS,
OTHER THAN AS DISCLOSED IN THE SEC DOCUMENTS.
(T)
INSURANCE.
THE COMPANY AND EACH OF ITS SUBSIDIARIES ARE INSURED
BY INSURERS OF RECOGNIZED FINANCIAL RESPONSIBILITY AGAINST SUCH LOSSES AND RISKS
AND IN SUCH AMOUNTS AS MANAGEMENT OF THE COMPANY BELIEVES TO BE PRUDENT AND
CUSTOMARY IN THE BUSINESSES IN WHICH THE COMPANY AND ITS SUBSIDIARIES ARE
ENGAGED.
NEITHER THE COMPANY NOR ANY SUCH SUBSIDIARY HAS BEEN REFUSED ANY
INSURANCE COVERAGE SOUGHT OR APPLIED FOR AND NEITHER THE COMPANY NOR ANY SUCH
SUBSIDIARY HAS ANY REASON TO BELIEVE THAT IT WILL NOT BE ABLE TO RENEW ITS
EXISTING INSURANCE COVERAGE AS AND WHEN SUCH COVERAGE EXPIRES OR TO OBTAIN
SIMILAR COVERAGE FROM SIMILAR INSURERS AS MAY BE NECESSARY TO CONTINUE ITS
BUSINESS AT A COST THAT COULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(U)
EMPLOYEE RELATIONS.
NEITHER THE COMPANY NOR ANY OF ITS
SUBSIDIARIES IS A PARTY TO ANY COLLECTIVE BARGAINING AGREEMENT OR EMPLOYS ANY
MEMBER OF A UNION.
THE COMPANY AND ITS SUBSIDIARIES BELIEVE THAT THEIR
RELATIONS WITH THEIR EMPLOYEES ARE GOOD.
NO EXECUTIVE OFFICER OF THE COMPANY
(AS DEFINED IN RULE 501(F) UNDER THE 1933 ACT) HAS NOTIFIED THE COMPANY THAT
SUCH OFFICER INTENDS TO LEAVE THE COMPANY OR OTHERWISE TERMINATE SUCH OFFICER'S
EMPLOYMENT WITH THE COMPANY.
NO EXECUTIVE OFFICER OF THE COMPANY, TO THE
KNOWLEDGE OF THE COMPANY, IS, OR IS NOW EXPECTED TO BE, IN VIOLATION OF ANY
MATERIAL TERM OF ANY EMPLOYMENT CONTRACT, CONFIDENTIALITY, DISCLOSURE OR
PROPRIETARY INFORMATION AGREEMENT, NON-COMPETITION AGREEMENT, OR ANY OTHER
CONTRACT OR AGREEMENT OR ANY RESTRICTIVE COVENANT, AND, TO THE KNOWLEDGE OF THE
COMPANY, THE CONTINUED EMPLOYMENT OF EACH SUCH EXECUTIVE OFFICER DOES NOT
SUBJECT THE COMPANY OR ANY OF ITS SUBSIDIARIES TO ANY MATERIAL LIABILITY WITH
RESPECT TO ANY OF THE FOREGOING MATTERS.
THE COMPANY AND ITS SUBSIDIARIES ARE
IN COMPLIANCE WITH ALL FEDERAL, STATE, LOCAL AND FOREIGN LAWS AND REGULATIONS
RESPECTING EMPLOYMENT AND EMPLOYMENT PRACTICES, TERMS AND CONDITIONS OF
EMPLOYMENT AND WAGES AND HOURS, EXCEPT WHERE FAILURE TO BE IN COMPLIANCE COULD
NOT, EITHER INDIVIDUALLY OR IN THE AGGREGATE, REASONABLY BE EXPECTED TO RESULT
IN A MATERIAL ADVERSE EFFECT.
(V)
TITLE.
THE COMPANY AND ITS SUBSIDIARIES HAVE GOOD AND MARKETABLE
TITLE TO ALL PERSONAL PROPERTY OWNED BY THEM WHICH IS MATERIAL TO THE BUSINESS
OF THE COMPANY AND ITS SUBSIDIARIES, IN EACH CASE FREE AND CLEAR OF ALL LIENS,
ENCUMBRANCES AND DEFECTS EXCEPT (I) IMMATERIAL LIENS FOR TAXES NOT YET
DELINQUENT, (II) IMMATERIAL MECHANICS' AND MATERIALMEN'S LIENS (AND OTHER
SIMILAR LIENS), AND IMMATERIAL LIENS UNDER OPERATING AND SIMILAR AGREEMENTS, TO
THE EXTENT THE SAME RELATE TO EXPENSES INCURRED IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE AND THAT