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200209214
<br />SEcmN 5AM Corpormtt Audionam on. The exec nine. delivery and performance by the Company of
<br />this Agreement and the consummation of the transactions contempaed hereby ate within the Caotpmy's
<br />corporate powers and. except for the affirmative vote of the holders of a majority of the outstanding Shares for
<br />the approval and adoption of the Merger Agreement, have been duly authorized by all necessary corpore¢
<br />action on the part of the Company. The affirmative vote of the holders of a majority of the outstanding Sham
<br />for the approval and adoption of the Merger Agreement is the only vow of the holden of my of the Company's
<br />capital stock mcxuxary m connection with the conaummAtim of the Metier and the other hmsec lone
<br />contemplated by this Agreement. This Agreement constitutes a valid and binding agreement of the Company.
<br />enforceable in accordance with its terms.
<br />S=oN 5.03. Cnvernmemal Audwrtzamom The execution, delivery and performance by the Company
<br />of this Agreement and the CormmntYtion by the Company of the marsartions comemplau d bemby inquire no
<br />action by a in respect of. or Ring with. my governmental body, agency, official m authority, domestic, foreign
<br />or supranational, other than (i) the filing of a certificate of merger with recpa[ to the Merger with the Delaware
<br />Secretary of State, of articles of merger with the Arkansas Secretary of State and appropriate donhmmas with
<br />the relevant authorities of other states in which the Company is qualified to do business. (u) compliance with
<br />my applicable requirements of the Arkansas State Securit set Department. (ui) compliance with my applicable
<br />requirements of the HSR Act and laws, rtes and regulations so foreign jutiukti on, governing antitrust of
<br />merger cumml mamas, (iv) compliance with my applicable requitement of the 1933 Act, the 1934 Act and
<br />my other applicable satian iea or takeover laws, whether state or foreign, (v) my applicable requirements of the
<br />Department of Tramportmoo a of my mare with Map= m the licensing or registration of motor carvers and
<br />(vi) my actions or filings (including without limitation my actions m filings than may be requited to be Laken
<br />with respect to the maintenance m transfer of Environmental Permits) the absence of which would am be
<br />reasonably likely to have, individually or th the aggregate, a Material Adverse Effect on the Company or
<br />materially to impair the ability of the Company to consummate the messactaas contemplated by this
<br />Agreement.
<br />SnertoN 5.04. Noacomnavenrian. The execution. delivery and performance by the Company of this
<br />Agreement and the consummations of the transactions contanuplartd hereby do aOr and will net (i) contravene,
<br />conflict with. or result in my violation or breach of my provision of the articles of incorporation a bYl w of
<br />the Company. (E) assuming compliance with the maters refined to in Section 5.03, com even, conflict with,
<br />or result in a vitiation or bench of my provision of my applicable law. stature. Ordinance, role. regulatm
<br />judgment, injunction, order or decam (in) require any consent a other Acton by my Persom under. commune a
<br />default, a an event that. with or without antice or lapse of time or both. would become a default. under, or
<br />cause or permit the te[mir mom, can«UsuM acceleration, its other change of my right or obligation or the loss
<br />of my benefit to which the Company or my of its Subsidiaries is entitled mrda my provision of m5' agreement
<br />or other instrument binding upon the Company or my of its Subsidiaries or my human, frmchix, permit,
<br />cernficM, approval or other timilar authorization affecting, or, relating in my way m, the assert or business of
<br />the Company and its Subsidiaries a (iv) result in the anden or imposition of my Lim on soy ma of the
<br />Company or my of its Subsidiaries, except for such contraventions, conflicts and violations refemd to In
<br />clause (ii) said for such failures to obtain my such consent or other action, defaults. temmushom, cancellat`ons
<br />accelerations, charges, losses or Liens retained m in clause ( iii) And for the mention or imposition of such Liens
<br />referred to in clause (iv) that would not be reasonably likely to have, individually or in the aggregate, a
<br />Material Adverse Effect co the Company or maeerally to import the ability of the Company to consummae the
<br />transactions contemplated by this Agemete.
<br />$F.cnm 5.05. Capitalization. (a) The authorired capital stock of the Company consists of 250 ,000,000
<br />Shares. As of November 10, 2000, there were outstanding 32. 521.705 Shares and employee or director stock
<br />options to purchase an aggregate of 2.717310 Sham (including SAR'a) (of which options m purchase an
<br />aggregate of 1.229.885 Sbarea (including SAR's) wean exercisable). All outstanding Sham have been, and all
<br />Sham that may be issued put== m the Company PLUM the Directrr Plana and the SSPP will be, when
<br />issued m accordance with the respective tams tlrereof, duly authorized and validly issued and are fully paid
<br />and nomesessable.
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