AND SELLER HAS NO KNOWLEDGE OF ANY
PROCEEDING WHICH IS PENDING OR THREATENED THAT WOULD SUSPEND OR REVOKE OR LIMIT
ANY SUCH GOVERNMENTAL APPROVALS.
(E)
EMPLOYEE BENEFIT PLANS.
THE TERM "EMPLOYEE BENEFIT PLAN" SHALL
MEAN ANY DEFERRED COMPENSATION, STOCK, EMPLOYEE OR RETIREE PENSION BENEFIT,
WELFARE BENEFIT OR OTHER SIMILAR FRINGE OR EMPLOYEE BENEFIT PLAN, PROGRAM,
POLICY, CONTRACT OR ARRANGEMENT, WRITTEN OR ORAL, QUALIFIED OR NONQUALIFIED,
FUNDED OR UNFUNDED, FOREIGN OR DOMESTIC, OR ANY OTHER PLAN DESCRIBED IN THE
EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA") COVERING
EMPLOYEES OR FORMER EMPLOYEES OF ALT AND MAINTAINED OR CONTRIBUTED TO BY ALT.
WHERE APPLICABLE, EACH EMPLOYEE BENEFIT PLAN HAS BEEN ADMINISTERED IN MATERIAL
COMPLIANCE WITH THE TERMS OF SUCH EMPLOYEE BENEFIT PLAN AND THE REQUIREMENTS OF
ERISA AND ALL OTHER APPLICABLE REGULATIONS.
EXCEPT AS SET FORTH ON
SCHEDULE 6.1(E), ALT DOES NOT MAINTAIN OR CONTRIBUTE TO, NOR HAS EVER MAINTAINED
OR CONTRIBUTED TO, ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE IV OF ERISA OR A
"MULTIEMPLOYER PLAN."
THERE ARE NO FACTS RELATING TO ANY EMPLOYEE BENEFIT PLAN
THAT (I) HAVE RESULTED IN A "PROHIBITED TRANSACTION" OF A MATERIAL NATURE OR
HAVE RESULTED OR ARE REASONABLY LIKELY TO RESULT IN THE IMPOSITION OF A MATERIAL
EXCISE TAX, PENALTY OR LIABILITY PURSUANT TO SECTION 4975 OF THE INTERNAL
REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), (II) HAVE RESULTED IN A MATERIAL
BREACH OF FIDUCIARY DUTY OR VIOLATION OF PART 4 OF TITLE I OF ERISA, OR
(III) HAVE RESULTED IN OR ARE REASONABLY LIKELY TO RESULT IN ANY MATERIAL
LIABILITY (WHETHER OR NOT ASSERTED AS OF THE DATE HEREOF) OF ANY ERISA AFFILIATE
PURSUANT TO SECTION 412 OF THE CODE ARISING UNDER OR RELATED TO ANY EVENT, ACT
OR OMISSION OCCURRING ON OR PRIOR TO THE DATE HEREOF AND AS OF THE CLOSING. EACH
EMPLOYEE BENEFIT PLAN THAT IS INTENDED TO QUALIFY UNDER SECTION 401(A) OR TO BE
EXEMPT UNDER SECTION 501(C) OF THE CODE IS SO QUALIFIED OR EXEMPT.
NO EMPLOYEE
BENEFIT PLAN HAS AN "ACCUMULATED FUNDING DEFICIENCY," WHETHER OR NOT WAIVED, AND
NO WAIVER HAS BEEN APPLIED FOR.
ALT HAS NOT MADE ANY PROMISES OR INCURRED ANY
LIABILITY UNDER ANY EMPLOYEE BENEFIT PLAN OR OTHERWISE TO PROVIDE HEALTH OR
OTHER WELFARE BENEFITS TO CURRENT OR FUTURE RETIREES OR OTHER FORMER EMPLOYEES
OF ALT, EXCEPT AS SET FORTH IN SCHEDULE 6.1(E).
21
(F)
FINANCIAL STATEMENTS.
ATTACHED AS SCHEDULE 6.1(F), ARE TRUE AND
COMPLETE COPIES OF (I) THE AUDITED BALANCE SHEET OF ALT AS OF SEPTEMBER 30, 2004
AND THE RELATED STATEMENTS OF INCOME, MEMBERS' EQUITY AND CASH FLOW FOR THE
FISCAL YEAR ENDED SEPTEMBER 30, 2004, TOGETHER WITH THE NOTES THERETO AND
ACCOMPANIED BY THE REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS (THE
"AUDITED ALT FINANCIAL STATEMENTS"), AND (II) THE PRELIMINARY, UNAUDITED,
UNCONSOLIDATED BALANCE SHEET AND RELATED STATEMENT OF INCOME OF ALT (THE
"INTERIM FINANCIAL STATEMENTS") AS OF SEPTEMBER 30, 2005 (THE "BALANCE SHEET
DATE").
(THE AUDITED ALT FINANCIAL STATEMENTS AND THE INTERIM FINANCIAL
STATEMENTS ARE COLLECTIVELY REFERRED TO HEREIN