HEREOF) AND, WITH RESPECT TO EACH
BENEFIT PLAN, TO THE EXTENT APPLICABLE, ALL RELATED SERVICE AGREEMENTS,
SUMMARIES, SUMMARY PLAN DESCRIPTIONS, ACTUARIAL REPORTS, THE MOST RECENTLY FILED
FORMS 5500 AND THE MOST RECENT DETERMINATION LETTERS.
(B)
ALL BENEFIT PLANS, OTHER THAN MULTIEMPLOYER PLANS, HAVE BEEN
ESTABLISHED, MAINTAINED AND ADMINISTERED IN SUBSTANTIAL COMPLIANCE WITH ALL
APPLICABLE LAWS, INCLUDING ERISA AND THE CODE. NEITHER SELLER NOR ANY OF ITS
AFFILIATES HAS ENGAGED IN A TRANSACTION WITH RESPECT TO ANY BENEFIT PLAN THAT IS
SUBJECT TO ERISA THAT COULD SUBJECT SELLER TO A TAX OR PENALTY IMPOSED BY EITHER
SECTION 4975 OF THE CODE OR SECTION 502(I) OF ERISA. NO ACTIONS, SUITS, CLAIMS,
LITIGATION, AUDITS, INVESTIGATIONS, ADMINISTRATIVE PROCEEDINGS OR DISPUTES ARE
PENDING, OR, TO SELLER'S KNOWLEDGE THREATENED, WITH RESPECT TO (I) ANY BENEFIT
PLAN THAT WOULD BE MATERIAL TO ANY SPECIFIED BUSINESS OR (II) ANY SELLER STOCK
FUND OR TRUST IN ANY BENEFIT PLAN, AND, TO SELLER'S KNOWLEDGE, NO FACTS OR
CIRCUMSTANCES EXIST THAT COULD GIVE RISE TO ANY SUCH ACTIONS, SUITS, CLAIMS,
LITIGATION, AUDITS, INVESTIGATIONS, ADMINISTRATIVE PROCEEDINGS OR DISPUTES.
(C)
NEITHER SELLER NOR ANY OTHER ENTITY WHICH, TOGETHER WITH SELLER,
WOULD BE TREATED AS A SINGLE EMPLOYER UNDER SECTION 4001 OF ERISA OR SECTION 414
OF THE CODE (AN "ERISA AFFILIATE") CONTRIBUTES TO OR HAS IN THE PAST SIX YEARS
SPONSORED, MAINTAINED OR CONTRIBUTED TO ANY DEFINED BENEFIT PENSION PLAN (AS
DEFINED IN SECTION 3(35) OF ERISA) OR IS SUBJECT TO SECTION 412 OF THE CODE OR
SECTION 302 OF ERISA.
(D)
NEITHER SELLER NOR ANY OF ITS ERISA AFFILIATES HAS, WITHIN THE SIX
YEARS PRECEDING THE DATE OF THIS AGREEMENT, OR EXPECTS TO INCUR ANY OBLIGATION
TO CONTRIBUTE TO, OR ANY WITHDRAWAL LIABILITY UNDER SUBTITLE E OF TITLE IV OF
ERISA WITH RESPECT TO, A MULTIEMPLOYER PLAN (WHETHER BASED ON CONTRIBUTIONS OF
SELLER OR AN ERISA
68
AFFILIATE) NOR DO SELLER OR ANY OF ITS ERISA AFFILIATES HAVE ANY LIABILITIES
UNDER ANY SUCH PLAN THAT REMAIN UNSATISFIED.
(E)
THERE HAS BEEN NO AMENDMENT TO, OR ANNOUNCEMENT BY SELLER OR ANY
OF ITS AFFILIATES (WHETHER OR NOT WRITTEN) IN RESPECT OF THE EMPLOYEES RELATING
TO ANY BENEFIT PLAN WHICH WOULD INCREASE MATERIALLY THE EXPENSE OF MAINTAINING
SUCH BENEFIT PLAN ABOVE THE LEVEL OF THE EXPENSE INCURRED THEREFOR FOR THE MOST
RECENT FISCAL YEAR, EXCEPT AS WOULD NOT DIRECTLY OR INDIRECTLY ADVERSELY AFFECT
BUYER OR PARENT.
(F)
NEITHER SELLER NOR ANY OF ITS AFFILIATES HAS INCURRED ANY CURRENT
OR PROJECTED LIABILITY IN RESPECT OF POST-EMPLOYMENT OR POST-RETIREMENT HEALTH,
MEDICAL OR LIFE INSURANCE BENEFITS FOR CURRENT, FORMER OR RETIRED EMPLOYEES OF
SELLER OR ANY OF ITS AFFILIATES, EXCEPT AS REQUIRED TO AVOID AN EXCISE TAX UNDER
SECTION 4980B OF THE CODE OR OTHERWISE, OR AS MAY BE REQUIRED PURSUANT TO ANY
OTHER APPLICABLE LAW.
(G)
NO BENEFIT PLAN IS A SPLIT-DOLLAR LIFE INSURANCE PROGRAM OR
OTHERWISE PROVIDES FOR LOANS TO EXECUTIVE OFFICERS (WITHIN THE MEANING OF THE
SOA).
(H)
AS OF THE DATE HEREOF WITH RESPECT TO THOSE EMPLOYEES LISTED ON
SCHEDULE 5.8(A)(II) OF