ARTICLE 2
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

The Company represents and warrants to Parent, Purchaser and Merger Subsidiary that:

Section 2.01.  Corporate Authorization.  (a)  The execution, delivery and performance by the Company of this Agreement and the consummation by the Company of the transactions contemplated hereby are within the Company’s corporate powers and have been duly authorized by all necessary corporate action on the part of the Company.  This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by Parent, Purchaser and Merger Subsidiary, constitutes a valid and binding agreement of the Company, enforceable against it in accordance with its terms.

(b)       The Special Committee has been duly authorized and constituted and at a meeting duly called and held has unanimously adopted resolutions recommending (subject to Section 4.01) that the Company’s stockholders tender their Shares in the Offer (the “Special Committee Recommendation”), and such resolutions have not been amended or withdrawn.

Section 2.02.  Disclosure Documents.  The information with respect to the Company or any of its Subsidiaries that the Company supplies to Parent, Purchaser and Merger Subsidiary specifically for use in the Schedule TO and the Offer Documents, at the time of the filing of the Schedule TO or any amendment or supplement thereto, at the time of any distribution or dissemination of the Offer Documents and at the time of the consummation of the Offer, will not contain any untrue statement of a material fact or omit to state any 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.

Section 2.03.  Finders’ Fees.  Except for the Company Financial Advisor, there is no investment banker, broker, finder or other intermediary that has been retained by or is authorized to act on behalf of the Company or any of its Subsidiaries or any of their respective officers or directors who might be entitled to any fee or commission from the Company or any of its Subsidiaries in connection with the transactions contemplated by this Agreement.

Section 2.04.  Opinion of Financial Advisor.  The Special Committee has received an opinion of Jefferies & Company, Inc., financial advisor to the Special Committee (the “Company Financial Advisor”), to the effect that, as of November 22, 2009, the consideration to be paid pursuant to the Offer and the Short Form Merger is fair to the Company’s stockholders (other than Parent or its Affiliates) from a financial point of view.

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