THE COMMISSION PURSUANT TO THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT (ALL OF THE FOREGOING INCLUDING FILINGS
INCORPORATED BY REFERENCE THEREIN BEING REFERRED TO HEREIN AS THE "COMMISSION
DOCUMENTS").
AT THE TIMES OF THEIR RESPECTIVE FILINGS, THE FORM 10-Q FOR THE
FISCAL QUARTERS ENDED MARCH 31, 2004 AND JUNE 30, 2004 (COLLECTIVELY, THE "FORM
10-Q") AND THE FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2003, AS AMENDED
ON APRIL 29, 2004 BY THE FILING OF AMENDMENT NO. 1 TO FORM 10-K (COLLECTIVELY,
THE "FORM 10-K") COMPLIED IN ALL MATERIAL RESPECTS WITH THE REQUIREMENTS OF THE
EXCHANGE ACT AND THE RULES AND REGULATIONS OF THE COMMISSION PROMULGATED
THEREUNDER AND OTHER FEDERAL, STATE AND LOCAL LAWS, RULES AND REGULATIONS
APPLICABLE TO SUCH DOCUMENTS, AND THE FORM 10-Q AND FORM 10-K DID NOT CONTAIN
ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMIT TO STATE A MATERIAL FACT
REQUIRED TO BE STATED THEREIN OR NECESSARY IN ORDER TO MAKE THE STATEMENTS
THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE, NOT
MISLEADING; PROVIDED, HOWEVER, THAT WITH RESPECT TO THE FORM 10-K, THE FOREGOING
REPRESENTATION SHALL BE TRUE ONLY AS OF THE DATE OF THE FILING OF AMENDMENT NO.
1 TO FORM 10-K.
AS OF THEIR RESPECTIVE DATES (OR IN THE
4
CASE OF THE FORM 10-K, AS OF THE DATE OF AMENDMENT NO. 1 TO FORM 10-K), THE
FINANCIAL STATEMENTS OF THE COMPANY INCLUDED IN THE COMMISSION DOCUMENTS
COMPLIED AS TO FORM IN ALL MATERIAL RESPECTS WITH APPLICABLE ACCOUNTING
REQUIREMENTS AND THE PUBLISHED RULES AND REGULATIONS OF THE COMMISSION OR OTHER
APPLICABLE RULES AND REGULATIONS WITH RESPECT THERETO.
SUCH FINANCIAL
STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP") APPLIED ON A CONSISTENT BASIS DURING THE PERIODS INVOLVED
(EXCEPT (I) AS MAY BE OTHERWISE INDICATED IN SUCH FINANCIAL STATEMENTS OR THE
NOTES THERETO OR (II) IN THE CASE OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT
THEY MAY NOT INCLUDE FOOTNOTES OR MAY BE CONDENSED OR SUMMARY STATEMENTS), AND
FAIRLY PRESENT IN ALL MATERIAL RESPECTS THE FINANCIAL POSITION OF THE COMPANY
AND ITS SUBSIDIARIES AS OF THE DATES THEREOF AND THE RESULTS OF OPERATIONS AND
CASH FLOWS FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED
STATEMENTS, TO NORMAL YEAR-END AUDIT ADJUSTMENTS).
(G)
SUBSIDIARIES. SCHEDULE 2.1(G) HERETO SETS FORTH EACH SUBSIDIARY OF
THE COMPANY, SHOWING THE JURISDICTION OF ITS INCORPORATION OR ORGANIZATION AND
SHOWING THE PERCENTAGE OF EACH PERSON'S OWNERSHIP OF THE OUTSTANDING STOCK OR
OTHER INTERESTS OF SUCH SUBSIDIARY.
FOR THE PURPOSES OF THIS AGREEMENT,
"SUBSIDIARY" SHALL MEAN ANY CORPORATION OR OTHER ENTITY OF WHICH AT LEAST A
MAJORITY OF THE SECURITIES OR OTHER OWNERSHIP INTEREST HAVING ORDINARY VOTING
POWER (ABSOLUTELY OR CONTINGENTLY) FOR THE ELECTION OF DIRECTORS OR OTHER
PERSONS PERFORMING SIMILAR FUNCTIONS ARE AT THE TIME OWNED DIRECTLY OR
INDIRECTLY BY THE COMPANY AND/OR ANY OF ITS OTHER SUBSIDIARIES.
ALL OF THE
OUTSTANDING SHARES OF CAPITAL STOCK OF EACH SUBSIDIARY HAVE BEEN DULY AUTHORIZED
AND VALIDLY ISSUED, AND ARE FULLY PAID