IS PROPOSED TO BE CONDUCTED FOLLOWING THE THIRD
AMENDMENT AND RESTATEMENT EFFECTIVE DATE.
SECTION 3.19.
EMPLOYEE BENEFIT PLANS.
EACH COMPANY AND ITS ERISA AFFILIATES
IS IN COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE APPLICABLE PROVISIONS OF
ERISA AND THE CODE AND THE REGULATIONS AND PUBLISHED INTERPRETATIONS
THEREUNDER.
NO ERISA EVENT HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR
THAT, WHEN TAKEN TOGETHER WITH ALL OTHER SUCH ERISA EVENTS, COULD REASONABLY BE
EXPECTED TO RESULT IN MATERIAL LIABILITY OF ANY COMPANY OR ANY OF ITS ERISA
AFFILIATES OR THE IMPOSITION OF A LIEN ON ANY OF THE ASSETS OF A COMPANY.
THE
PRESENT VALUE OF ALL ACCUMULATED BENEFIT OBLIGATIONS OF ALL UNDERFUNDED PLANS
(BASED ON THE ASSUMPTIONS USED FOR PURPOSES OF STATEMENT OF FINANCIAL ACCOUNTING
STANDARDS NO. 87) DID NOT, AS OF THE DATE OF THE MOST RECENT FINANCIAL
STATEMENTS REFLECTING SUCH AMOUNTS, EXCEED BY MORE THAN $250,000 THE FAIR MARKET
VALUE OF THE ASSETS OF ALL SUCH UNDERFUNDED PLANS.
USING ACTUARIAL ASSUMPTIONS
AND COMPUTATION METHODS CONSISTENT WITH SUBPART 1 OF SUBTITLE E OF TITLE IV OF
ERISA, THE AGGREGATE LIABILITIES OF EACH COMPANY OR ITS ERISA AFFILIATES TO ALL
MULTIEMPLOYER PLANS IN THE EVENT OF A COMPLETE WITHDRAWAL THEREFROM, AS OF THE
CLOSE OF THE MOST RECENT FISCAL YEAR OF EACH SUCH MULTIEMPLOYER PLAN, COULD NOT
REASONABLY BE EXPECTED TO RESULT IN A MATERIAL ADVERSE EFFECT.
SECTION 3.20.
ENVIRONMENTAL MATTERS.
(A)
EXCEPT AS SET FORTH IN THIS SCHEDULE 3.20 AND EXCEPT AS,
INDIVIDUALLY OR IN THE AGGREGATE, COULD NOT REASONABLY BE EXPECTED TO RESULT IN
A MATERIAL ADVERSE EFFECT:
(1)
THE COMPANIES AND THEIR BUSINESSES, OPERATIONS AND REAL PROPERTY
ARE AND IN THE LAST SIX YEARS HAVE BEEN IN COMPLIANCE WITH, AND THE COMPANIES
HAVE NO LIABILITY UNDER, ENVIRONMENTAL LAW;
(2)
THE COMPANIES HAVE OBTAINED ALL ENVIRONMENTAL PERMITS REQUIRED FOR
THE CONDUCT OF THEIR BUSINESSES AND OPERATIONS, AND THE OWNERSHIP, OPERATION AND
USE OF THEIR ASSETS, UNDER ENVIRONMENTAL LAW, ALL SUCH ENVIRONMENTAL PERMITS ARE
VALID AND IN GOOD STANDING AND, UNDER THE CURRENTLY EFFECTIVE BUSINESS PLAN OF
THE COMPANIES, NO EXPENDITURES OR OPERATIONAL
57
ADJUSTMENTS WILL BE REQUIRED IN ORDER TO RENEW OR MODIFY SUCH ENVIRONMENTAL
PERMITS DURING THE NEXT FIVE YEARS;
(3)
THERE HAS BEEN NO RELEASE OR THREATENED RELEASE OF HAZARDOUS
MATERIAL ON, AT, UNDER OR FROM ANY REAL PROPERTY OR FACILITY PRESENTLY OR
FORMERLY OWNED, LEASED OR OPERATED BY THE COMPANIES OR THEIR PREDECESSORS IN
INTEREST THAT COULD RESULT IN LIABILITY BY THE COMPANIES UNDER ENVIRONMENTAL
LAW;
(4)
THERE IS NO ENVIRONMENTAL CLAIM PENDING OR, TO THE KNOWLEDGE OF
THE COMPANIES, THREATENED AGAINST THE COMPANIES, OR RELATING TO THE REAL
PROPERTY CURRENTLY OR FORMERLY OWNED, LEASED OR OPERATED BY THE COMPANIES OR
RELATING TO THE OPERATIONS OF THE COMPANIES, AND THERE ARE NO ACTIONS,
ACTIVITIES, CIRCUMSTANCES, CONDITIONS, EVENTS OR INCIDENTS THAT COULD FORM THE
BASIS OF SUCH AN ENVIRONMENTAL CLAIM; AND
(5)
NO PERSON WITH AN INDEMNITY OR CONTRIBUTION OBLIGATION TO THE
COMPANIES RELATING TO COMPLIANCE WITH OR LIABILITY UNDER ENVIRONMENTAL LAW IS IN
DEFAULT WITH