THE RELATED CHARGE RECORDED IN
THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR ITS FISCAL YEAR ENDED
DECEMBER 27, 2003 AND ONLY UNTIL 30 DAYS AFTER A FINAL DETERMINATION OF SUCH
LIABILITIES, THE POTENTIAL FAILURES BY THE PARENT BORROWER TO MAKE THE
APPROPRIATE CONTRIBUTIONS TO THE UMFPP BETWEEN THE YEARS 2000 AND 2004 AS
DESCRIBED IN SCHEDULE 5.06, AND (II) AS SET FORTH ON SCHEDULE 5.12(C) HERETO.
(D)
NO GROUP COMPANY:
(I) IS OR HAS BEEN WITHIN THE LAST SIX YEARS A
PARTY TO ANY MULTIEMPLOYER PLAN OTHER THAN WITH RESPECT TO THE UMFPP, THE UNION
MUTUAL MEDICAL FUND OR THE UNION MUTUAL VACATION FUND OR (II) HAS WITHDRAWN FROM
ANY MULTIEMPLOYER PLAN, OTHER THAN AS SET FORTH ON SCHEDULE 5.12(D) HERETO.
(E)
THE EXECUTION AND DELIVERY OF THIS AGREEMENT AND THE CONSUMMATION
OF THE TRANSACTIONS CONTEMPLATED HEREUNDER WILL NOT INVOLVE ANY TRANSACTION THAT
IS SUBJECT TO THE PROHIBITIONS OF SECTION 406 OF ERISA OR IN CONNECTION WITH
WHICH TAXES COULD BE IMPOSED PURSUANT TO SECTION 4975(C)(1)(A)-(D) OF THE CODE.
(F)
NO GROUP COMPANY OR ANY ERISA AFFILIATE HAS ANY MATERIAL
CONTINGENT LIABILITY WITH RESPECT TO ANY POST-RETIREMENT BENEFIT UNDER A WELFARE
PLAN, OTHER THAN (I) LIABILITY FOR CONTINUATION COVERAGE DESCRIBED IN PART 6 OF
TITLE I OF ERISA, (II) PURSUANT TO THE UNION MUTUAL MEDICAL FUND, BUT ONLY TO
THE EXTENT OF SUCH AMOUNT DESCRIBED IN SECTION 5.12(C) WHEN AGGREGATED WITH THE
LIABILITY TO THE UMFPP, AND (III) AS SET FOR ON SCHEDULE 5.12(F) HERETO.
(G)
ALL LIABILITIES UNDER THE EMPLOYEE BENEFIT ARRANGEMENTS OTHER THAN
EXECUTIVE COMPENSATION PAYMENTS ARE (I) FUNDED TO AT LEAST THE MINIMUM LEVEL
REQUIRED BY LAW OR, IF HIGHER, TO THE LEVEL REQUIRED BY THE TERMS GOVERNING THE
EMPLOYEE BENEFIT ARRANGEMENTS, (II) INSURED WITH A REPUTABLE INSURANCE COMPANY,
(III) PROVIDED FOR OR RECOGNIZED IN THE MOST RECENT FINANCIAL STATEMENTS
REFERRED TO IN SECTION 5.05 OR (IV) ESTIMATED IN THE NOTES TO THE MOST RECENT
FINANCIAL STATEMENTS.
62
(H)
THERE ARE NO CIRCUMSTANCES WHICH MAY GIVE RISE TO A MATERIAL
LIABILITY IN RELATION TO THE EMPLOYEE BENEFIT ARRANGEMENTS WHICH ARE NOT FUNDED,
INSURED, PROVIDED FOR, RECOGNIZED OR ESTIMATED IN THE MANNER DESCRIBED IN CLAUSE
(G) ABOVE.
(I)
EACH GROUP COMPANY IS IN MATERIAL COMPLIANCE WITH ALL APPLICABLE
LAWS, TRUST DOCUMENTATION AND CONTRACTS RELATING TO THE EMPLOYEE BENEFIT
ARRANGEMENTS.
SECTION 5.13
SUBSIDIARIES.
SCHEDULE 5.13 SETS FORTH A COMPLETE AND ACCURATE
LIST OF ALL SUBSIDIARIES OF HOLDINGS AS OF THE CLOSING DATE.
SCHEDULE 5.13 SETS
FORTH AS OF THE CLOSING DATE THE JURISDICTION OF FORMATION OF EACH SUCH
SUBSIDIARY, THE NUMBER OF AUTHORIZED SHARES OF EACH CLASS OF EQUITY INTERESTS OF
EACH SUCH SUBSIDIARY, THE NUMBER OF OUTSTANDING SHARES OF EACH CLASS OF EQUITY
INTERESTS, THE NUMBER AND PERCENTAGE OF OUTSTANDING SHARES OF EACH CLASS OF
EQUITY INTERESTS OF EACH SUCH SUBSIDIARY OWNED (DIRECTLY OR INDIRECTLY) BY ANY
PERSON AND THE NUMBER AND EFFECT, IF EXERCISED, OF ALL EQUITY EQUIVALENTS OF
EACH SUCH SUBSIDIARY.
ALL THE OUTSTANDING EQUITY INTERESTS OF EACH SUBSIDIARY
OF HOLDINGS ARE VALIDLY ISSUED,