ITS
DATE AND EACH OF THE CONSOLIDATED STATEMENTS OF OPERATIONS AND STATEMENTS OF
CASH FLOWS INCLUDED IN OR INCORPORATED BY REFERENCE INTO THE COMPANY REPORTS
(INCLUDING ANY RELATED NOTES AND SCHEDULES) FAIRLY PRESENTS IN ALL MATERIAL
RESPECTS, OR WILL FAIRLY PRESENT IN ALL MATERIAL RESPECTS, THE RESULTS OF
OPERATIONS AND CASH FLOWS, AS THE CASE MAY BE, OF THE COMPANY AND ITS
SUBSIDIARIES FOR THE PERIODS SET FORTH THEREIN (SUBJECT, IN THE CASE OF
UNAUDITED STATEMENTS, TO NOTES AND NORMAL YEAR-END AUDIT ADJUSTMENTS THAT WILL
NOT BE MATERIAL IN AMOUNT OR EFFECT), IN EACH CASE IN ACCORDANCE WITH GENERALLY
ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") CONSISTENTLY APPLIED DURING THE PERIODS
INVOLVED, EXCEPT AS MAY BE NOTED THEREIN.
(F)
ABSENCE OF CERTAIN CHANGES.
EXCEPT AS DISCLOSED IN THE COMPANY
REPORTS, SINCE DECEMBER 31, 2001 (THE "AUDIT DATE") THROUGH THE DATE HEREOF THE
COMPANY AND ITS SUBSIDIARIES HAVE CONDUCTED THEIR RESPECTIVE BUSINESSES ONLY IN,
AND HAVE NOT ENGAGED IN ANY MATERIAL TRANSACTION OTHER THAN ACCORDING TO, THE
ORDINARY AND USUAL COURSE OF SUCH BUSINESSES.
EXCEPT AS DISCLOSED IN THE
COMPANY REPORTS, SINCE THE AUDIT DATE THERE HAS NOT BEEN (I) A COMPANY MATERIAL
ADVERSE EFFECT OR ANY DEVELOPMENT OR COMBINATION OF DEVELOPMENTS OF WHICH
MANAGEMENT OF THE COMPANY HAS KNOWLEDGE THAT, INDIVIDUALLY OR IN THE AGGREGATE,
HAS HAD OR IS REASONABLY LIKELY TO HAVE A COMPANY MATERIAL ADVERSE EFFECT; (II)
ANY MATERIAL DAMAGE, DESTRUCTION OR OTHER CASUALTY
-11-
LOSS WITH RESPECT TO ANY MATERIAL ASSET OR PROPERTY OWNED, LEASED OR OTHERWISE
USED BY THE COMPANY OR ANY OF ITS SUBSIDIARIES, WHETHER OR NOT COVERED BY
INSURANCE; (III) ANY DECLARATION, SETTING ASIDE OR PAYMENT OF ANY DIVIDEND OR
OTHER DISTRIBUTION IN CASH, STOCK OR PROPERTY IN RESPECT OF THE CAPITAL STOCK OF
THE COMPANY; OR (IV) ANY CHANGE BY THE COMPANY IN ACCOUNTING PRINCIPLES,
PRACTICES OR METHODS.
SINCE THE AUDIT DATE, EXCEPT AS PROVIDED FOR HEREIN OR AS
DISCLOSED IN THE COMPANY REPORTS, THERE HAS NOT BEEN ANY INCREASE IN THE
COMPENSATION PAYABLE OR THAT COULD BECOME PAYABLE BY THE COMPANY OR ANY OF ITS
SUBSIDIARIES TO OFFICERS OR KEY EMPLOYEES OR ANY AMENDMENT OF ANY OF THE
COMPENSATION AND BENEFIT PLANS (EXCEPT FOR INCREASES IN SALARY, WAGES, BONUSES
OR OTHER COMPENSATION OF NON-EXECUTIVE EMPLOYEES MADE IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH PAST PRACTICE).
(G)
LITIGATION AND LIABILITIES.
EXCEPT AS DISCLOSED IN THE COMPANY
REPORTS FILED PRIOR TO THE DATE HEREOF AND EXCEPT FOR LIABILITIES OR OBLIGATIONS
REFLECTED OR RESERVED AGAINST IN THE MOST RECENT CONSOLIDATED BALANCE SHEET OF
THE COMPANY INCLUDED IN THE COMPANY REPORTS, THERE ARE NO (I) MATERIAL CIVIL,
CRIMINAL OR ADMINISTRATIVE ACTIONS, SUITS, CLAIMS, HEARINGS, INVESTIGATIONS OR
PROCEEDINGS PENDING OR, TO THE KNOWLEDGE OF THE OFFICERS OF THE COMPANY,
THREATENED AGAINST THE COMPANY OR ANY OF ITS AFFILIATES OR (II) MATERIAL
OBLIGATIONS OR LIABILITIES, WHETHER OR NOT ACCRUED, CONTINGENT OR OTHERWISE AND
WHETHER OR NOT REQUIRED TO BE DISCLOSED, INCLUDING THOSE RELATING TO MATTERS
INVOLVING ANY ENVIRONMENTAL AND OCCUPATIONAL SAFETY AND HEALTH MATTERS, OR ANY
OTHER FACTS OR