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.
SCHEDULE 3.20 CONTAINS A LIST OF EACH
PLAN WHICH PROVIDES NONQUALIFIED DEFERRED COMPENSATION AND MAY BE SUBJECT TO
SECTION 409A OF THE CODE, AND EACH SUCH PLAN 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.
(D)
SEA COAST DOES NOT SPONSOR OR MAINTAIN AN "EMPLOYEE PENSION
BENEFIT PLAN" SUBJECT TO TITLE IV OF ERISA OR THE MINIMUM FUNDING REQUIREMENTS
OF SECTION 412 OF THE CODE.
ERISA AFFILIATES DO SPONSOR OR MAINTAIN "EMPLOYEE
PENSION BENEFIT PLANS" SUBJECT TO TITLE IV OF ERISA OR THE MINIMUM FUNDING
REQUIREMENTS OF SECTION 412 OF THE CODE.
THERE ARE NO FACTS THAT HAVE RESULTED
OR COULD RESULT IN A LIABILITY (WHETHER OR NOT ASSERTED AS OF THE DATE HEREOF)
TO SEA COAST PURSUANT TO TITLE IV OF ERISA.
NO ERISA AFFILIATE HAS TERMINATED,
AND THERE IS NO INTENTION ON THE PART OF AN ERISA AFFILIATE OF TERMINATING, ANY
EMPLOYEE PENSION BENEFIT PLAN SUBJECT TO TITLE IV OF ERISA THAT IS SPONSORED,
MAINTAINED OR CONTRIBUTED TO BY IT ON OR BEFORE CLOSING.
THE EXECUTION OF THIS
AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED BY THIS
AGREEMENT WILL NOT BE A "REPORTABLE EVENT" WITH RESPECT TO ANY PENSION PLAN
PURSUANT TO SECTION 4043 OF ERISA, OTHER THAN A REPORTABLE EVENT EXEMPT FROM
REPORTING TO THE PENSION BENEFIT GUARANTY CORPORATION.
THERE HAS BEEN NO
PARTIAL OR COMPLETE WITHDRAWAL UNDER ANY OF THE MULTIEMPLOYER PLANS (AS DEFINED
IN SECTION 3(37) OF ERISA) THAT ARE CONTRIBUTED TO BY ERISA AFFILIATES AND THERE
ARE NO CIRCUMSTANCES WHICH WOULD LEAD TO SUCH A PARTIAL OR COMPLETE WITHDRAWAL
OR THE ASSERTION OF ANY WITHDRAWAL LIABILITY AGAINST ANY ERISA AFFILIATE BY THE
TRUSTEES OF SUCH A MULTIEMPLOYER
16
PENSION PLAN.
NO MULTIEMPLOYER PLAN CONTRIBUTED TO BY AN ERISA AFFILIATE IS IN
INSOLVENCY OR REORGANIZATION.
(E)
NO PLAN PROVIDES MEDICAL, SURGICAL, HOSPITALIZATION, DEATH OR
SIMILAR BENEFITS (WHETHER OR NOT INSURED) FOR EMPLOYEES OR FORMER EMPLOYEES OF
SEA COAST OR ANY AFFILIATE FOR PERIODS EXTENDING BEYOND THEIR RETIREMENT DATE OR
OTHER TERMINATION OF SERVICE OTHER THAN (I) COVERAGE MANDATED BY APPLICABLE LAW,
(II) DEATH BENEFITS UNDER ANY "PENSION PLAN" OR (III) BENEFITS THE FULL COST OF
WHICH IS BORNE BY THE CURRENT OR FORMER EMPLOYEE (OR HIS BENEFICIARY).
(F)
EXCEPT AS SET FORTH ON SCHEDULE 3.20, THE EXECUTION AND
DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED
BY THIS AGREEMENT WILL NOT (EITHER ALONE OR UPON THE OCCURRENCE OF ANY
SUBSEQUENT EMPLOYMENT-RELATED EVENT) (I) RESULT IN ANY PAYMENT BECOMING DUE TO