The Merger Agreement contains customary representations, warranties and covenants of the Company, Merger Sub and Parent that they have made to each other as of specific dates, including, among others, covenants by the Company (1) to conduct its business in the ordinary and usual course during the interim period between the execution of the Merger Agreement and consummation of the Merger, (2) not to engage in certain kinds of transactions during that period, (3) that, subject to certain exceptions, the Company’s Board of Directors will recommend approval of the Merger by its stockholders, and (4) unless the Merger Agreement is terminated, to convene and hold a meeting of the Company’s stockholders to consider and vote upon the approval of the Merger.  The assertions embodied in those representations and warranties were made solely for purposes of the contract among the Company, Merger Sub and Parent and may be subject to important qualifications and limitations agreed by and among them in connection with negotiating the terms of the Merger Agreement.  Moreover, certain of these representations and warranties may not be accurate or complete as of any specified date, because, among other reasons, they are subject to a contractual standard of materiality different from those generally applicable to stockholders or they were used for the purpose of allocating risk among the parties to the Merger Agreement rather than establishing matters as facts.  For the foregoing reasons, no person should rely on these representations and warranties in the Merger Agreement as characterizations of the actual state of facts or the condition of the Company or Parent or any of their respective affiliates.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Voting Agreement

On March 1, 2007, in connection with the execution of the Merger Agreement, Bristol West Associates LLC and Aurora Investments II LLC, each stockholders of the Company affiliated with Kohlberg Kravis Roberts & Co. (the “KKR Stockholders”), entered into a Voting Agreement (the “Voting Agreement”) with the Company, Parent and Merger Sub.  Pursuant to the Voting Agreement, among other things, the KKR Stockholders agreed, subject to certain exceptions, to vote all of their Shares in favor of the approval of the Merger Agreement and against certain actions involving the Company that has the effect of impeding, interfering with, delaying, postponing, or impairing (1) the ability of the Company to consummate the Merger or (2) the transactions contemplated by the Voting Agreement and the Merger Agreement.  The Voting Agreement provides that if, under specified circumstances, the Company’s board of directors changes its recommendation to the stockholders regarding the Merger, each KKR Stockholder’s obligation to vote its Shares pursuant to the Voting Agreement will be limited to 50% of its Shares.  Pursuant to the Voting Agreement, each KKR Stockholder also agreed not to initiate, solicit or knowingly facilitate inquiries, proposals or offers relating to, or engage in discussions or negotiations regarding, or provide any non-public information relating to, certain alternative business combination transactions involving the Company.  The Voting Agreement will terminate upon the earlier to occur of (1) the effective time of the Merger and (2) the termination of the Merger Agreement.

Certain directors of the Company are affiliates of the KKR Stockholders.  None of these directors are parties to the Voting Agreement.

As of the date hereof, the KKR Stockholders own approximately 42.2% of the outstanding shares of common stock of the Company (the “Existing Shares”). Pursuant to the Voting Agreement, each KKR Stockholder also agreed not to take any action that would have the effect of impairing, preventing or disabling the KKR Stockholder from performing its obligations under the Voting Agreement, including disposing of or granting any proxies with respect to its Existing Shares. 

The foregoing description of the Voting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Voting Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.  For similar reasons discussed above with respect to the representations and warranties contained in the Merger Agreement, no person should rely on the representations and warranties in the Voting Agreement as characterizations of the actual state of facts or the condition of the Company, Parent, or the KKR Stockholders or any of their respective affiliates.

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