SPPA, AS OF DECEMBER 31, 2006.
(I)
WITH RESPECT TO THE U.S. PLANS:
(I)
EXCEPT AS DISCLOSED, NONE OF THE U.S.
PLANS ARE SUBJECT TO TITLE IV OF ERISA OR SECTION 302 OF ERISA OR SECTION 412 OF
THE CODE, AND NO U.S. PLAN CONSTITUTES A "MULTIEMPLOYER PENSION PLAN," AS
DEFINED IN SECTION 3(37) OF ERISA.
(II)
NONE OF THE COMPANIES OR ANY ERISA
AFFILIATE HAS WITHDRAWN AT ANY TIME WITHIN THE PREVIOUS SIX YEARS FROM ANY
MULTIEMPLOYER PLAN OR INCURRED ANY WITHDRAWAL LIABILITY WHICH REMAINS
UNSATISFIED, AND NO EVENTS HAVE OCCURRED AND NO CIRCUMSTANCES EXIST THAT COULD
BE REASONABLY BE EXPECTED TO RESULT IN ANY SUCH LIABILITY TO THE COMPANIES OR
ANY ERISA AFFILIATE.
(III)
NO EVENT HAS OCCURRED AND NO CONDITION
EXISTS THAT WOULD SUBJECT THE COMPANIES BY REASON OF ITS AFFILIATION WITH ANY
CURRENT OR FORMER MEMBER OF ITS "CONTROLLED GROUP" (WITHIN THE MEANING OF
SECTION 414 OF THE CODE) TO ANY (I) TAX, PENALTY, FINE, (II) LIEN
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(OTHER THAN A PERMITTED LIEN) OR
(III) OTHER LIABILITY IMPOSED BY ERISA, THE CODE OR OTHER APPLICABLE LAWS.
(IV)
EACH U.S. PLAN INTENDED TO QUALIFY UNDER
SECTION 401(A) OF THE CODE HAS RECEIVED A DETERMINATION LETTER, OR CAN RELY ON
AN OPINION LETTER, FROM THE INTERNAL REVENUE SERVICE STATING THAT IT SO
QUALIFIES AND THAT ITS TRUST IS EXEMPT FROM TAXATION UNDER SECTION 501(A) OF THE
CODE, AND, TO THE KNOWLEDGE OF THE SELLER'S, NOTHING HAS OCCURRED SINCE THE DATE
OF SUCH LETTER THAT COULD REASONABLY BE EXPECTED TO RESULT IN THE LOSS OF SUCH
QUALIFICATION OR EXEMPT STATUS.
(J)
WITH RESPECT TO COMPANY PLANS THAT ARE NOT CANADIAN PLANS OR U.S.
PLANS, TO THE SELLER'S KNOWLEDGE (I) IF THEY ARE INTENDED TO QUALIFY FOR SPECIAL
TAX TREATMENT, SUCH COMPANY PLANS MEET ALL REQUIREMENTS FOR SUCH TREATMENT, AND
(II) IF THEY ARE INTENDED TO BE FUNDED AND/OR BOOK-RESERVED, SUCH COMPANY PLAN
ARE FULLY FUNDED AND/OR BOOK RESERVED, AS APPROPRIATE, BASED UPON REASONABLE
ACTUARIAL ASSUMPTIONS.
(K)
SCHEDULE 5.18(K) SETS FORTH A COMPLETE LIST OF THE EMPLOYEES OF
THE COMPANIES, TOGETHER WITH THEIR TITLES, SERVICE DATES, CURRENT WAGES,
SALARIES OR HOURLY RATE OF PAY, VACATION ENTITLEMENT, COMMISSIONS AND BONUS
(WHETHER MONETARY OR OTHERWISE).
EXCEPT AS DISCLOSED IN SCHEDULE 5.18(K), NO
EMPLOYEE OF THE COMPANIES IS ON LAYOFF, SHORT-TERM OR LONG-TERM DISABILITY
LEAVE, PARENTAL LEAVE, EXTENDED ABSENCE OR RECEIVING BENEFITS PURSUANT TO
WORKERS' COMPENSATION LEGISLATION.
(L)
EXCEPT FOR THE COLLECTIVE BARGAINING AGREEMENTS LISTED IN
SCHEDULE 5.18(L), NO UNION HAS BARGAINING RIGHTS WITH RESPECT TO ANY EMPLOYEES
OF THE COMPANIES AND NONE OF THE COMPANIES IS A PARTY, EITHER DIRECTLY,
VOLUNTARILY OR BY OPERATION OF LAW, TO ANY COLLECTIVE BARGAINING AGREEMENT,
LETTER OF UNDERSTANDING, LETTER OF INTENT OR OTHER WRITTEN COMMUNICATION WITH
ANY BARGAINING AGENT, UNION OR ASSOCIATION WHICH MAY QUALIFY AS A UNION, WHICH
WOULD APPLY TO ANY EMPLOYEES OF THE COMPANIES. THERE ARE NO OUTSTANDING OR, TO
THE KNOWLEDGE OF THE SELLER, THREATENED UNFAIR LABOUR PRACTICES, COMPLAINTS OR
APPLICATIONS RELATING TO ANY UNION, INCLUDING ANY PROCEEDINGS WHICH COULD RESULT