MADE AVAILABLE TO THE ESOP ALL MATERIAL WRITTEN
INFORMATION WHICH IT HAS REGARDING POTENTIAL WITHDRAWAL LIABILITY UNDER SUCH
MULTIEMPLOYER PLANS, AND, SUBJECT TO, AND IN ACCORDANCE WITH SECTION 5.2, THE
COMPANY WILL USE REASONABLE BEST EFFORTS TO ASSIST THE ESOP AND MERGER SUB IN
OBTAINING ANY ADDITIONAL, AVAILABLE MATERIAL INFORMATION REGARDING SUCH
MULTIEMPLOYER PLANS AS THE ESOP OR MERGER SUB SHALL REASONABLY REQUEST.
17
(C)
THE COMPANY HAS HERETOFORE MADE AVAILABLE TO THE ESOP TRUE AND
COMPLETE COPIES OF EACH OF THE MATERIAL COMPANY BENEFIT PLANS AND MATERIAL
RELATED DOCUMENTS, INCLUDING (I) EACH WRITING CONSTITUTING A PART OF SUCH
COMPANY BENEFIT PLAN, INCLUDING ALL AMENDMENTS THERETO, (II) THE THREE MOST
RECENT ANNUAL REPORTS (FORM 5500 SERIES) AND ACCOMPANYING SCHEDULES, IF ANY, AND
(III) THE MOST RECENT DETERMINATION LETTER FROM THE INTERNAL REVENUE SERVICES
(THE "IRS") (IF APPLICABLE) FOR SUCH COMPANY BENEFIT PLAN.
(D)
EXCEPT AS WOULD NOT HAVE, INDIVIDUALLY OR IN THE AGGREGATE, A
COMPANY MATERIAL ADVERSE EFFECT:
(I) EACH MATERIAL COMPANY BENEFIT PLAN HAS
BEEN MAINTAINED AND ADMINISTERED IN COMPLIANCE WITH ITS TERMS AND WITH
APPLICABLE LAW, INCLUDING ERISA AND THE CODE TO THE EXTENT APPLICABLE THERETO,
AND IN EACH CASE THE REGULATIONS THEREUNDER (II) EACH OF THE COMPANY BENEFIT
PLANS INTENDED TO BE "QUALIFIED" WITHIN THE MEANING OF SECTION 401(A) OF THE
CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS OR IS ENTITLED
TO RELY UPON A FAVORABLE OPINION ISSUED BY THE IRS, AND THERE ARE NO EXISTING
CIRCUMSTANCES OR ANY EVENTS THAT HAVE OCCURRED THAT WOULD REASONABLY BE EXPECTED
TO ADVERSELY AFFECT THE QUALIFIED STATUS OF ANY SUCH PLAN, (III) WITH RESPECT TO
EACH COMPANY BENEFIT PLAN THAT IS SUBJECT TO TITLE IV OF ERISA, THE PRESENT
VALUE OF THE ACCRUED BENEFITS UNDER SUCH COMPANY BENEFIT PLAN, BASED UPON THE
ACTUARIAL ASSUMPTIONS USED FOR FUNDING PURPOSES IN THE MOST RECENT ACTUARIAL
REPORT PREPARED FOR SUCH COMPANY BENEFIT PLAN'S ACTUARY WITH RESPECT TO SUCH
COMPANY BENEFIT PLAN, DID NOT, AS OF ITS LATEST VALUATION DATE, EXCEED THE THEN
CURRENT VALUE OF THE ASSETS OF SUCH COMPANY BENEFIT PLAN ALLOCABLE TO SUCH
ACCRUED BENEFITS, (IV) NO COMPANY BENEFIT PLAN PROVIDES BENEFITS, INCLUDING
DEATH OR MEDICAL BENEFITS (WHETHER OR NOT INSURED), WITH RESPECT TO CURRENT OR
FORMER EMPLOYEES OR DIRECTORS OF THE COMPANY OR ITS SUBSIDIARIES BEYOND THEIR
RETIREMENT OR OTHER TERMINATION OF SERVICE, OTHER THAN (A) COVERAGE MANDATED BY
APPLICABLE LAW OR (B) BENEFITS UNDER ANY "EMPLOYEE PENSION PLAN" (AS SUCH TERM
IS DEFINED IN SECTION 3(2) OF ERISA), (V) NO LIABILITY UNDER TITLE IV OF ERISA
HAS BEEN INCURRED BY THE COMPANY, ITS SUBSIDIARIES OR ANY ERISA AFFILIATE OF THE
COMPANY THAT HAS NOT BEEN SATISFIED IN FULL (OTHER THAN WITH RESPECT TO AMOUNTS
NOT YET DUE), AND, TO THE KNOWLEDGE OF THE COMPANY, NO CONDITION EXISTS THAT
PRESENTS A RISK TO THE COMPANY, ITS SUBSIDIARIES OR ANY ERISA AFFILIATE OF THE
COMPANY OF INCURRING A LIABILITY THEREUNDER, (VI) ALL CONTRIBUTIONS OR OTHER
AMOUNTS PAYABLE BY THE COMPANY OR ITS SUBSIDIARIES AS OF THE DATE