1265257--6/29/2007--BTF/CFI

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{debt, indebtedness, cash}

{financial, litigation, operation}

{personnel, key, retain}

{regulation, government, change}

{tax, income, asset}

{control, financial, internal}

{stock, price, share}

{regulation, change, law}

{competitive, industry, competition}

Even if we receive confirmation of the Plan of Reorganization we cannot assure you that we will have sufficient liquidity to meet all known and unforeseen requirements. If we do not obtain confirmation of the Plan of Reorganization and we are unable to refinance or extend the maturity of our Senior Subordinated Notes and as a result our New Facility terminates, we will not have sufficient liquidity to meet our obligations. Without the protection of the Bankruptcy Court, our inability to comply with covenants under the New Facility and indentures governing our Senior Notes and Senior Subordinated Notes could cause our lenders to accelerate our debt. Under the terms of our Plan of Reorganization, we expect our existing stockholders investment to be extinguished and intend to become a private company. Our liquidity position imposes significant risks to our operations. We may not be able to attract or retain a sufficient number of members to maintain or expand the business. We may not be able to continue to compete effectively in the future. We may lose the ability to deduct net operating loss carryforwards. Non-compliance with Payment Card Industry Data Standards could adversely affect our business. Weaknesses in our internal controls and procedures could have a material adverse effect on us. Any adverse outcome of investigations currently being conducted by the SEC or the U.S. Attorney s Office could have a material adverse impact on us, on the trading prices of our securities and on our ability to access the capital markets. The impact of ongoing purported securities class action, derivative and insurance-related litigation may be material. We are also subject to the risk of additional litigation and regulatory action in connection with the restatement of our consolidated financial statements. The potential liability from any such litigation or regulatory action could adversely affect our business. We are subject to various other litigation risks, including class actions that could have a material adverse impact on us. We are subject to extensive government regulation. Changes in these regulations could have a negative effect on our financial condition and operating results. Our success depends in significant part upon the continuing service of management and our ability to attract and retain a sufficient number of qualified personnel to meet our business needs.

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