THE EMPLOYEE
BENEFITS AGREEMENT, NEITHER SPINCO, ANY OF ITS SUBSIDIARIES NOR ANY ERISA
AFFILIATE OF ANY OF THEM HAS ANY COMMITMENT OR FORMAL PLAN, WHETHER LEGALLY
BINDING OR NOT, TO CREATE ANY ADDITIONAL EMPLOYEE BENEFIT PLAN OR MODIFY OR
CHANGE ANY EXISTING SPINCO BENEFIT PLAN THAT WOULD AFFECT ANY SPINCO EMPLOYEE.
SPINCO HAS HERETOFORE DELIVERED OR MADE AVAILABLE TO THE COMPANY TRUE AND
COMPLETE COPIES OF EACH SPINCO BENEFIT PLAN AND ANY AMENDMENTS THERETO (OR IF
THE PLAN IS NOT A WRITTEN PLAN, A DESCRIPTION THEREOF), ANY RELATED TRUST OR
OTHER FUNDING VEHICLE, ANY REPORTS OR SUMMARIES REQUIRED UNDER ERISA OR THE CODE
FOR THE MOST RECENT REPORTING PERIOD AND THE MOST RECENT DETERMINATION LETTER
RECEIVED FROM THE IRS (IF ANY) WITH RESPECT TO EACH SUCH PLAN INTENDED TO
QUALIFY UNDER SECTION 401(A) OF THE CODE.
(B)
NO LIABILITY UNDER TITLE IV (INCLUDING SECTIONS 4069 AND 4212(C)
OF ERISA) OR SECTION 302 OF ERISA HAS BEEN INCURRED BY SPINCO, ANY OF ITS
SUBSIDIARIES OR ANY ERISA AFFILIATE OF ANY OF THEM THAT HAS NOT BEEN SATISFIED
IN FULL, AND NO CONDITION EXISTS THAT PRESENTS A MATERIAL RISK TO SPINCO, ANY OF
ITS SUBSIDIARIES OR ANY ERISA AFFILIATE OF ANY OF THEM OF INCURRING ANY SUCH
LIABILITY, OTHER THAN LIABILITY FOR PREMIUMS DUE THE PBGC (WHICH PREMIUMS HAVE
BEEN PAID WHEN DUE).
EXCEPT FOR THE PLAN ESTABLISHED UNDER THE FOREST OIL
CORPORATION PENSION TRUST AGREEMENT, NO SPINCO BENEFIT PLAN IS SUBJECT TO TITLE
IV OF ERISA, SECTION 302 OF ERISA OR SECTION 412 OF THE CODE.
(C)
NO SPINCO BENEFIT PLAN IS A "MULTIEMPLOYER PENSION PLAN," AS
DEFINED IN SECTION 3(37) OF ERISA, AND NONE OF SPINCO, ANY OF ITS SUBSIDIARIES
OR ANY ERISA AFFILIATE OF ANY OF THEM HAS MADE OR SUFFERED A "COMPLETE
WITHDRAWAL" OR A "PARTIAL WITHDRAWAL," AS SUCH TERMS ARE RESPECTIVELY DEFINED IN
SECTIONS 4203 AND 4205 OF ERISA, WHICH HAS NOT BEEN SATISFIED IN FULL.
(D)
EACH SPINCO BENEFIT PLAN HAS BEEN OPERATED AND ADMINISTERED IN ALL
MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND APPLICABLE LAW, INCLUDING
ERISA AND THE CODE.
ALL CONTRIBUTIONS REQUIRED TO BE MADE WITH RESPECT TO ANY
SPINCO BENEFIT PLAN HAVE BEEN TIMELY MADE.
THERE ARE NO PENDING OR, TO SPINCO'S
AND FOREST'S KNOWLEDGE, THREATENED CLAIMS BY, ON BEHALF OF OR AGAINST ANY OF THE
SPINCO BENEFIT PLANS OR ANY ASSETS THEREOF, OTHER THAN ROUTINE BENEFIT CLAIM
MATTERS, THAT, IF ADVERSELY DETERMINED COULD, INDIVIDUALLY OR IN THE AGGREGATE,
RESULT IN A MATERIAL LIABILITY FOR SPINCO OR ANY OF ITS SUBSIDIARIES AND NO
MATTER IS PENDING (OTHER THAN ROUTINE QUALIFICATION DETERMINATION FILINGS,
COPIES OF WHICH HAVE BEEN FURNISHED TO THE COMPANY OR WILL BE PROMPTLY FURNISHED
TO THE COMPANY WHEN MADE) WITH RESPECT TO ANY OF THE SPINCO BENEFIT PLANS BEFORE
THE IRS, THE UNITED STATES DEPARTMENT OF LABOR OR THE PBGC.
(E)
EACH SPINCO BENEFIT PLAN INTENDED TO BE "QUALIFIED" WITHIN THE
MEANING OF SECTION 401(A) OF THE CODE IS SO QUALIFIED AND THE TRUSTS MAINTAINED
THEREUNDER ARE EXEMPT FROM TAXATION