SIRIUS HAS PROVIDED TO BUYER A TRUE AND
CORRECT COPY OF EACH OF THE FOLLOWING, AS APPLICABLE:
(I)
THE CURRENT PLAN DOCUMENT (INCLUDING ALL AMENDMENTS ADOPTED SINCE
THE MOST RECENT RESTATEMENT) AND ITS MOST RECENTLY PREPARED SUMMARY PLAN
DESCRIPTION AND ALL SUMMARIES OF MATERIAL MODIFICATIONS PREPARED SINCE THE MOST
RECENT SUMMARY PLAN DESCRIPTION, AND ALL MATERIAL EMPLOYEE COMMUNICATIONS
RELATING TO SUCH PLAN;
(II)
ANNUAL REPORTS OR INFORMATION RETURNS, INCLUDING FINANCIAL
STATEMENTS, FOR THE LAST THREE YEARS;
(III)
ALL CONTRACTS RELATING TO ANY PLAN WITH RESPECT TO WHICH SIRIUS
MAY HAVE ANY LIABILITY, INCLUDING, WITHOUT LIMITATION, EACH RELATED TRUST
AGREEMENT, INSURANCE CONTRACT, SERVICE PROVIDER CONTRACT, SUBSCRIPTION OR
PARTICIPATION AGREEMENT, OR INVESTMENT MANAGEMENT AGREEMENT (INCLUDING ALL
AMENDMENTS TO EACH SUCH DOCUMENT); AND
(IV)
THE MOST RECENT IRS DETERMINATION LETTER OR OTHER OPINION LETTER
WITH RESPECT TO THE QUALIFIED STATUS OF SUCH PLAN UNDER CODE SECTION 401(A) OR
THE EXEMPT STATUS OF A RELATED TRUST UNDER CODE SECTION 501(A) OR 501(C)(9).
(C)
EACH PLAN INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE
CODE IS AND HAS BEEN SO QUALIFIED IN FORM.
EACH PLAN IS AND HAS BEEN MAINTAINED
AND OPERATED IN MATERIAL COMPLIANCE WITH ITS TERMS AND THE PROVISIONS OF ALL
APPLICABLE LAWS, RULES AND REGULATIONS, INCLUDING, WITHOUT LIMITATION, ERISA AND
THE CODE.
OTHER THAN CLAIMS FOR BENEFITS IN THE ORDINARY COURSE, THERE IS NO
CLAIM PENDING, OR, TO THE KNOWLEDGE OF SELLERS, THREATENED, INVOLVING ANY PLAN
BY ANY PERSON AGAINST SUCH PLAN, FIDUCIARIES OR ADMINISTRATORS OF SUCH PLAN,
27
Sirius or the Sellers.
No Plan is subject to ongoing audit, investigation or
other administrative proceeding of the Internal Revenue Service, the Department
of Labor or any other governmental agency, and no Plan is the subject of any
pending application for administrative relief under any voluntary compliance
program of the Internal Revenue Service, the Department of Labor or any other
governmental entity.
There has been no transaction that is prohibited under
Section 4975 of the Code or Section 406 of ERISA and not exempt under Section
4975 of the Code or Section 408 of ERISA, respectively, in relation to any
Plans.
Each Plan which may be subject to Section 409A of the Code is either
exempt from Section 409A of the Code under current IRS guidance or has been
operated in good faith compliance with Section 409A of the Code and the IRS
guidance issued thereunder.
To the knowledge of Sellers, no Plan is subject to
Section 409A of the Code.
(D)
NEITHER SIRIUS NOR ANY ERISA AFFILIATE HAS EVER SPONSORED OR
MAINTAINED AN "EMPLOYEE PENSION BENEFIT PLAN" SUBJECT TO TITLE IV OF ERISA OR
THE MINIMUM FUNDING REQUIREMENTS OF SECTION 412 OF THE CODE.
NEITHER SIRIUS NOR
ANY ERISA AFFILIATE HAS MAINTAINED OR INCURRED ANY LIABILITY WITH RESPECT TO ANY
"MULTIEMPLOYER PLAN" (AS DEFINED IN SECTION 3(37) OF ERISA).
THERE ARE NO FACTS
THAT HAVE RESULTED OR COULD REASONABLY BE EXPECTED TO RESULT IN A LIABILITY
(WHETHER OR NOT ASSERTED AS OF THE DATE HEREOF) TO SIRIUS OR ANY ERISA