OF THE CIRCUMSTANCES UNDER WHICH THEY WERE MADE,
NOT MISLEADING. AT THE TIME OF ITS FILING, THE COMPANY'S FORM 10-K FOR THE
FISCAL YEAR ENDED DECEMBER 31, 2002 (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-K DID
NOT CONTAIN ANY UNTRUE STATEMENT OF A MATERIAL FACT OR OMITTED 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. AS OF THEIR RESPECTIVE DATES, 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
5
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 AND
NONASSESSABLE. THERE ARE NO OUTSTANDING PREEMPTIVE, CONVERSION OR OTHER RIGHTS,
OPTIONS, WARRANTS OR AGREEMENTS GRANTED OR ISSUED BY OR BINDING UPON ANY
SUBSIDIARY FOR THE PURCHASE OR ACQUISITION OF ANY SHARES OF CAPITAL STOCK OF ANY
SUBSIDIARY OR ANY OTHER SECURITIES CONVERTIBLE INTO, EXCHANGEABLE FOR OR
EVIDENCING THE RIGHTS TO SUBSCRIBE FOR ANY SHARES OF SUCH CAPITAL STOCK. NEITHER
THE COMPANY NOR ANY SUBSIDIARY IS SUBJECT TO ANY OBLIGATION (CONTINGENT OR
OTHERWISE) TO REPURCHASE OR OTHERWISE ACQUIRE OR RETIRE ANY SHARES OF THE
CAPITAL STOCK OF ANY SUBSIDIARY OR ANY CONVERTIBLE SECURITIES, RIGHTS, WARRANTS
OR OPTIONS OF THE TYPE DESCRIBED IN THE PRECEDING SENTENCE EXCEPT AS SET