AND AS AMENDED OR SUPPLEMENTED, WILL CONTAIN, ALL OF THE INFORMATION
SPECIFIED IN, AND MEET THE REQUIREMENTS OF, RULE 144A(D)(4) UNDER THE ACT (IT
BEING UNDERSTOOD THAT THE ISSUERS HAVE NO PAST OR CURRENT OPERATIONS AND THAT,
ACCORDINGLY, ONLY AN UNAUDITED BALANCE SHEET (AND NO PROFIT AND LOSS AND
RETAINED EARNINGS STATEMENTS) OF THE ISSUERS IS INCLUDED IN THE OFFERING
CIRCULAR).
(B)
144A ELIGIBILITY.
THERE ARE NO SECURITIES
OF THE SAME CLASS (WITHIN THE MEANING OF RULE 144A) AS THE NOTES OF EITHER OF
THE ISSUERS REGISTERED UNDER THE EXCHANGE ACT OR LISTED ON A NATIONAL SECURITIES
EXCHANGE REGISTERED UNDER SECTION 6 OF THE EXCHANGE ACT OR QUOTED IN A UNITED
STATES AUTOMATED INTER-DEALER QUOTATION SYSTEM.
THE NOTES ARE ELIGIBLE FOR
RESALE PURSUANT TO RULE 144A UNDER THE ACT.
(C)
DUE ORGANIZATION; GOOD STANDING.
EACH OF
THE ISSUERS (I) HAS BEEN DULY ORGANIZED, IS VALIDLY EXISTING AND IS IN GOOD
STANDING UNDER THE LAWS OF ITS JURISDICTION OF ORGANIZATION, (II) HAS ALL
REQUISITE POWER AND AUTHORITY TO CONDUCT AND CARRY ON ITS BUSINESS AND TO OWN,
LEASE, USE AND OPERATE ITS PROPERTIES AND ASSETS AS DESCRIBED IN THE OFFERING
CIRCULAR, AND (III) IS DULY QUALIFIED OR LICENSED TO DO BUSINESS AND IS IN GOOD
STANDING AS A FOREIGN LIMITED LIABILITY COMPANY OR CORPORATION, AS THE CASE MAY
BE, AUTHORIZED TO DO BUSINESS IN EACH JURISDICTION IN WHICH THE NATURE OF ITS
BUSINESS OR THE OWNERSHIP, LEASING, USE OR OPERATION OF ITS PROPERTIES AND
ASSETS REQUIRES SUCH QUALIFICATION OR LICENSING, EXCEPT WHERE THE FAILURE TO BE
SO QUALIFIED OR LICENSED WOULD NOT, SINGLY OR IN THE AGGREGATE, HAVE A MATERIAL
ADVERSE EFFECT ON (A) THE PROPERTIES, BUSINESS, PROSPECTS, OPERATIONS, EARNINGS,
ASSETS, LIABILITIES OR CONDITION (FINANCIAL OR OTHERWISE) OF THE ISSUERS, TAKEN
AS A WHOLE, (B) THE ABILITY OF EITHER ISSUER, PARENT OR DJL TO PERFORM ITS
OBLIGATIONS IN ALL MATERIAL RESPECTS UNDER ANY OF THE OPERATIVE DOCUMENTS TO
WHICH IT IS A PARTY OR TO CONSUMMATE IN ALL MATERIAL RESPECTS THE TRANSACTIONS,
(C) THE ENFORCEABILITY OF ANY OF THE SECURITY DOCUMENTS TO WHICH IT IS A PARTY
OR THE ATTACHMENT, PERFECTION OR PRIORITY OF ANY OF THE SECURITY INTERESTS
INTENDED TO BE CREATED THEREBY IN ANY PORTION OF THE COLLATERAL IN WHICH IT HAS
AN INTEREST OR (D) THE VALIDITY OF ANY OF THE OPERATIVE DOCUMENTS TO WHICH IT IS
A PARTY OR THE CONSUMMATION OF ANY OF THE TRANSACTIONS IN WHICH IT IS A PARTY
(EACH, A "MATERIAL ADVERSE
9
EFFECT").
EACH OF PARENT AND DJL HAS BEEN DULY ORGANIZED, IS VALIDLY EXISTING
AND IS IN GOOD STANDING UNDER THE LAWS OF THE STATE OF DELAWARE.
(D)
SUBSIDIARIES.
IMMEDIATELY FOLLOWING THE
CLOSING, (I) EACH OF DJW CORP. AND THE COMPANY WILL HAVE NO SUBSIDIARIES, AND
(II) PARENT WILL DIRECTLY OWN 100% OF (A) THE OUTSTANDING MEMBERSHIP INTERESTS
IN THE COMPANY, AND (B) THE OUTSTANDING SHARES OF CAPITAL STOCK OF DJW CORP., IN
EACH CASE, FREE AND CLEAR OF ALL LIENS, EXCEPT FOR LIENS CREATED BY THE
INDENTURE AND THE