THE COMPANY MUST PRE-PURCHASE NATURAL GAS PROVIDED BY VIRGINIA
POWER ENERGY MARKETING, INC. DURING JUNE AND JULY AND DEFERS THE REQUIREMENT
THAT THE COMPANY OBTAIN THE LETTER OF CREDIT PRIOR TO THE START OF THE WINTER
HEATING SEASON.
3.25.
Officers and Directors. Section 3.25 of the Company Disclosure
Schedule lists all officers and directors of the Company.
34
3.26.
Compliance with Laws; Permits.
(A)
ALL ACTIVITIES OF THE COMPANY AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, AGENTS AND EMPLOYEES HAVE BEEN, AND ARE CURRENTLY BEING, CONDUCTED IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH ALL APPLICABLE LAWS (AND INCLUDING,
WITHOUT LIMITATION, ALL ENERGY, SAFETY, HEALTH, ZONING, ENVIRONMENTAL,
ANTIDISCRIMINATION, ANTITRUST, WAGE AND HOUR AND PRICE AND WAGE CONTROL LAWS,
ORDINANCES, ORDERS, RULES OR REGULATIONS), PERMITS, LICENSES, CERTIFICATES,
GOVERNMENTAL REQUIREMENTS, ORDERS AND OTHER SIMILAR ITEMS OF ANY GOVERNMENTAL
ENTITY TO WHICH THE COMPANY MAY BE SUBJECT. NO CLAIMS HAVE BEEN FILED AGAINST
THE COMPANY ALLEGING A VIOLATION OF ANY SUCH LAWS. THERE IS NO ACTION BEFORE ANY
GOVERNMENTAL ENTITY PENDING TO CHANGE THE ZONING OR BUILDING ORDINANCES OR ANY
OTHER LAWS AFFECTING THE REAL PROPERTY. THE COMPANY IS NOT RELYING ON ANY
EXEMPTION FROM OR DEFERRAL OF ANY LAW THAT WOULD NOT BE AVAILABLE TO THE
SURVIVING CORPORATION AFTER THE EFFECTIVE TIME.
(B)
THE COMPANY HAS, IN FULL FORCE AND EFFECT, ALL LICENSES, PERMITS,
REGISTRATIONS, FRANCHISES, GRANTS, AUTHORIZATIONS, CONSENTS, APPROVALS, ORDERS
AND CERTIFICATES FROM GOVERNMENTAL ENTITIES (INCLUDING GOVERNMENTAL ENTITIES
REGULATING OCCUPATIONAL HEALTH AND SAFETY) NECESSARY TO CONDUCT ITS BUSINESS AND
OWNS, LEASES AND OPERATES ITS PROPERTIES OTHER THAN ENVIRONMENTAL PERMITS
(COLLECTIVELY, THE "PERMITS"). A TRUE, CORRECT AND COMPLETE LIST OF ALL PERMITS
IS SET FORTH IN SECTION 3.26(B) OF THE COMPANY DISCLOSURE SCHEDULE. THE COMPANY
HAS CONDUCTED ITS BUSINESS IN COMPLIANCE WITH ALL TERMS AND CONDITIONS OF THE
PERMITS. NO SUSPENSION, REVOCATION OR CANCELLATION OF ANY PERMIT IS PENDING, OR
TO THE KNOWLEDGE OF THE COMPANY, THREATENED.
(C)
THE COMPANY AND EACH OF ITS OFFICERS AND DIRECTORS ARE IN
COMPLIANCE WITH, AND HAVE COMPLIED, IN ALL MATERIAL RESPECTS, WITH THE
APPLICABLE PROVISIONS OF THE SARBANES-OXLEY ACT OF 2002 AND THE RELATED
RULES AND REGULATIONS PROMULGATED UNDER SUCH ACT (THE "SARBANES-OXLEY ACT").
THERE ARE NO OUTSTANDING LOANS MADE BY THE COMPANY OR ANY OF ITS SUBSIDIARIES TO
ANY EXECUTIVE OFFICER (AS DEFINED UNDER RULE 3B-7 UNDER THE EXCHANGE ACT) OR
DIRECTOR OF THE COMPANY. SINCE THE ENACTMENT OF THE SARBANES-OXLEY ACT, NEITHER
THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS MADE ANY LOANS TO ANY EXECUTIVE
OFFICER OR DIRECTOR OF THE COMPANY OR ANY OF ITS SUBSIDIARIES. EACH COMPANY SEC
DOCUMENT PREPARED SINCE AUGUST 14, 2003 WAS ACCOMPANIED BY THE CERTIFICATIONS
REQUIRED TO BE FILED OR SUBMITTED BY THE COMPANY'S PRINCIPAL EXECUTIVE OFFICER
AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO THE SARBANES-OXLEY ACT, AND, AT THE
TIME OF FILING OR SUBMISSION OF EACH SUCH CERTIFICATION, TO THE KNOWLEDGE OF THE
COMPANY, SUCH CERTIFICATION WAS TRUE AND ACCURATE AND COMPLIED WITH THE
SARBANES-OXLEY ACT.
(D)
THE COMPANY HAS NOT (I) OFFERED, AUTHORIZED, PROMISED, MADE OR
AGREED TO