NECESSARY TO MAKE
THE STATEMENTS THEREIN, IN LIGHT OF THE CIRCUMSTANCES UNDER WHICH THEY WERE
MADE, NOT MISLEADING:
A.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED
DECEMBER 31, 2002 AND ITS QUARTERLY REPORTS ON FORM 10-Q FOR THE QUARTERS ENDED
MARCH 31, 2003; AND
B.
ALL OTHER DOCUMENTS, IF ANY, FILED BY THE COMPANY WITH THE SECURITIES
AND EXCHANGE COMMISSION (THE "SEC") SINCE THE FILING OF THE QUARTERLY REPORT ON
FORM 10-Q FOR THE FISCAL QUARTER ENDED MARCH 31, 2003 PURSUANT TO THE REPORTING
REQUIREMENTS OF THE EXCHANGE ACT.
(2)
AS OF THEIR RESPECTIVE DATES, THE FINANCIAL STATEMENTS OF THE
COMPANY INCLUDED IN THE SEC FILINGS COMPLIED AS TO FORM (AND WILL COMPLY AS TO
FORM) IN ALL MATERIAL RESPECTS WITH U.S. GENERALLY ACCEPTED ACCOUNTING
PRINCIPLES ("GAAP") AND THE PUBLISHED RULES AND REGULATIONS OF THE SEC WITH
RESPECT THERETO.
SUCH FINANCIAL STATEMENTS HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP, CONSISTENTLY APPLIED, DURING THE PERIODS INVOLVED (EXCEPT IN THE CASE
OF UNAUDITED INTERIM STATEMENTS, TO THE EXTENT THEY MAY EXCLUDE FOOTNOTES OR MAY
BE CONDENSED OR SUMMARY STATEMENTS OR AS OTHERWISE, IN EACH CASE, MAY BE
PERMITTED BY THE SEC ON FORM 10-Q UNDER THE EXCHANGE ACT) AND FAIRLY PRESENT IN
ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AS OF
THE DATES THEREOF AND THE CONSOLIDATED RESULTS OF ITS OPERATIONS AND CASH FLOWS
FOR THE PERIODS THEN ENDED (SUBJECT, IN THE CASE OF UNAUDITED STATEMENTS, TO
NORMAL YEAR-END AUDIT ADJUSTMENTS).
ERNST & YOUNG LLP, WHICH HAS EXAMINED
CERTAIN OF SUCH FINANCIAL STATEMENTS, IS AN INDEPENDENT CERTIFIED PUBLIC
ACCOUNTING FIRM WITHIN THE MEANING OF THE SECURITIES ACT.
(3)
PRIOR TO THE DATE HEREOF, THE COMPANY DELIVERED TO THE INVESTORS
FINANCIAL PROJECTIONS (THE "PROJECTIONS").
THE ASSUMPTIONS USED IN PREPARATION
OF THE PROJECTIONS WERE REASONABLE WHEN MADE AND CONTINUE TO BE REASONABLE.
THE
PROJECTIONS HAVE BEEN PREPARED IN GOOD FAITH AND THE PROJECTIONS GIVE EFFECT TO
THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT AND THE RELATED AGREEMENTS.
THE
INVESTORS ACKNOWLEDGE THAT THE PROJECTIONS CONTAIN ASSUMPTIONS ABOUT FUTURE
EVENTS AND THAT ACTUAL RESULTS DURING THE PERIOD OR PERIODS COVERED MAY DIFFER
MATERIALLY FROM THE DATA AND RESULTS CONTAINED IN SUCH PROJECTIONS.
(4)
SINCE DECEMBER 31, 2002, EXCEPT AS SPECIFIED IN THE SEC FILINGS,
THE COMPANY HAS NOT INCURRED OR SUFFERED ANY LIABILITY OR OBLIGATION, MATURED OR
UNMATURED, CONTINGENT OR OTHERWISE, EXCEPT IN THE ORDINARY COURSE OF BUSINESS
AND EXCEPT ANY SUCH LIABILITY OR
10
OBLIGATION THAT HAS NOT HAD AND COULD NOT REASONABLY BE EXPECTED TO HAVE,
INDIVIDUALLY OR IN THE AGGREGATE, A MATERIAL ADVERSE EFFECT ON THE BUSINESS OR
FINANCIAL CONDITION OF THE COMPANY.
WITHOUT LIMITING THE FOREGOING, EXCEPT AS
SPECIFIED IN THE SEC FILINGS, THE COMPANY HAS NO MATERIAL LIABILITIES OR
OBLIGATIONS THAT WOULD REASONABLY BE EXPECTED TO BE DISCLOSED IN ORDER TO COMPLY
WITH SECTION 13(J) OF THE EXCHANGE ACT OR ANY PROPOSED RULES PROMULGATED BY THE
SEC THEREUNDER, INCLUDING THE RULES REGARDING CONTRACTUAL COMMITMENTS AND
CONTINGENT LIABILITIES AND COMMITMENTS PROPOSED IN SEC RELEASE