BARGAINING AGREEMENT.
NO APPLICATION OR
PETITION FOR AN ELECTION OF OR FOR CERTIFICATION OF A COLLECTIVE BARGAINING
AGENT RELATING TO THE COMPANY IS PENDING AS OF THE DATE OF THIS AGREEMENT.
(B)
THERE HAS NOT BEEN PENDING OR EXISTING DURING THE TWELVE (12)
MONTH PERIOD PRECEDING THE DATE OF THIS AGREEMENT ANY STRIKE, SLOWDOWN, WORK
STOPPAGE OR LOCKOUT INVOLVING THE COMPANY.
(C)
AS OF THE DATE OF THIS AGREEMENT, THERE IS NO UNFAIR LABOR
PRACTICE CHARGE OR COMPLAINT AGAINST THE COMPANY PENDING BEFORE THE NATIONAL
LABOR RELATIONS BOARD OR SIMILAR GOVERNMENTAL AGENCY OUTSIDE OF THE UNITED
STATES, AND NO SUCH CHARGE OR COMPLAINT HAS BEEN MADE AGAINST THE COMPANY DURING
THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE OF THIS AGREEMENT.
(D)
EXCEPT AS SET FORTH IN SECTION 4.13 OF THE COMPANY DISCLOSURE
SCHEDULE, THE COMPANY IS, AND HAS BEEN FOR THE LAST TWELVE (12) MONTHS PRIOR TO
THE DATE OF THIS AGREEMENT, IN COMPLIANCE, IN ALL MATERIAL RESPECTS, WITH ALL
LAWS RELATING TO EMPLOYMENT, INCLUDING ALL SUCH LAWS RELATING TO WAGES, HOURS,
COLLECTIVE BARGAINING, DISCRIMINATION, CIVIL RIGHTS, SAFETY AND HEALTH WORKERS'
COMPENSATION AND THE COLLECTION AND PAYMENT OF WITHHOLDING AND/OR SOCIAL
SECURITY TAXES AND SIMILAR TAXES.
4.14
EMPLOYEE PLANS.
(A)
SECTION 4.14(A) OF THE COMPANY DISCLOSURE SCHEDULE IDENTIFIES EACH
OF THE EMPLOYEE PLANS AND EMPLOYEE BENEFIT ARRANGEMENTS.
EXCEPT AS SET FORTH IN
SECTION 4.14(A) OF THE COMPANY DISCLOSURE SCHEDULE, THE COMPANY DOES NOT HAVE
ANY CURRENT LIABILITY WITH RESPECT TO ANY EMPLOYEE PLAN OR EMPLOYEE BENEFIT
ARRANGMENT OR ANY COMMITMENT OR OBLIGATION TO ESTABLISH ANY OTHER EMPLOYEE PLAN
OR EMPLOYEE BENEFIT ARRANGEMENT.
THE COMPANY HAS FURNISHED TO THE PURCHASER
COPIES OF ALL EMPLOYEE PLANS THAT ARE IN WRITING, EMPLOYEE BENEFIT ARRANGMENTS
THAT ARE IN WRITING AND ALL AMENDMENTS THERETO TOGETHER WITH, WHERE APPLICABLE,
EACH EMPLOYEE PLAN'S SUMMARY PLAN DESCRIPTION AND ANY SUMMARIES OF MATERIAL
MODIFICATIONS THERETO.
WITH RESPECT TO THIS SECTION 4.14, THE TERM "COMPANY"
INCLUDES ANY ERISA AFFILIATE.
(B)
EXCEPT AS SET FORTH IN SECTION 4.14(B) OF THE COMPANY DISCLOSURE
SCHEDULE, EACH EMPLOYEE PLAN AND EMPLOYEE BENEFIT ARRANGEMENT (AND EACH RELATED
TRUST, INSURANCE CONTRACT OR FUNDING ARRANGEMENT) HAS BEEN MAINTAINED AND
OPERATED IN ACCORDANCE WITH ITS TERMS AND COMPLIES IN ALL MATERIAL RESPECTS WITH
THE APPLICABLE REQUIREMENTS OF LAW, INCLUDING ERISA AND THE CODE, AND HAS BEEN
OPERATED IN COMPLIANCE WITH ITS TERMS, IN ALL MATERIAL RESPECTS, AND NO
CONDITION EXISTS WITH RESPECT TO THE MAINTENANCE AND OPERATION OF ANY EMPLOYEE
PLAN OR EMPLOYEE BENEFIT ARRANGEMENT THAT HAS RESULTED OR WOULD RESULT IN ANY
PENALTY OR EXCISE TAXES UNDER APPLICABLE LAW, INCLUDING ERISA AND THE CODE.
(C)
THE COMPANY DOES NOT SPONSOR, MAINTAIN OR CONTRIBUTE TO, AND HAS
NEVER SPONSORED, MAINTAINED OR CONTRIBUTED TO ANY EMPLOYEE BENEFIT PLAN SUBJECT
TO PART 3 OF ERISA, SECTIONS 412 AND 430 OF THE CODE OR TITLE IV OF ERISA.
THE
COMPANY HAS NOT INCURRED ANY LIABILITY AS A RESULT OF THE FAILURE TO COMPLY WITH
THE CONTINUATION OF COVERAGE REQUIREMENTS OF SECTION 601 ET. SEQ. OF ERISA AND
SECTION