MEMORANDUM.
(HH)
EXCEPT AS DESCRIBED IN THE PRICING DISCLOSURE PACKAGE AND THE
OFFERING MEMORANDUM, NO LABOR DISTURBANCE BY THE EMPLOYEES OF THE COMPANY OR ANY
OF ITS SUBSIDIARIES EXISTS OR, TO THE KNOWLEDGE OF THE COMPANY, IS IMMINENT THAT
WOULD REASONABLY BE EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(II)
(I) EACH "EMPLOYEE BENEFIT PLAN" (WITHIN THE MEANING OF
SECTION 3(3) OF THE EMPLOYEE RETIREMENT SECURITY ACT OF 1974, AS AMENDED
("ERISA")) FOR WHICH THE COMPANY OR ANY MEMBER OF ITS "CONTROLLED GROUP"
(DEFINED AS ANY ORGANIZATION WHICH IS A MEMBER OF A CONTROLLED GROUP OF
CORPORATIONS WITHIN THE MEANING OF SECTION 414 OF THE INTERNAL REVENUE CODE OF
1986, AS AMENDED (THE "CODE")) WOULD HAVE ANY LIABILITY (EACH A "PLAN") HAS BEEN
MAINTAINED IN COMPLIANCE WITH ITS TERMS AND WITH THE REQUIREMENTS OF ALL
APPLICABLE STATUTES, RULES AND REGULATIONS INCLUDING ERISA AND THE CODE;
(II) WITH RESPECT TO EACH PLAN SUBJECT TO TITLE IV OF ERISA (A) NO "REPORTABLE
EVENT" (WITHIN THE MEANING OF SECTION 4043(C) OF ERISA) HAS OCCURRED OR IS
REASONABLY EXPECTED TO OCCUR, (B) NO "ACCUMULATED FUNDING DEFICIENCY" (WITHIN
THE MEANING OF SECTION 302 OF ERISA OR SECTION 412 OF THE CODE), WHETHER OR NOT
WAIVED, HAS OCCURRED OR IS REASONABLY EXPECTED TO OCCUR, (C) THE FAIR MARKET
VALUE OF THE ASSETS UNDER EACH PLAN EXCEEDS THE PRESENT VALUE OF ALL BENEFITS
ACCRUED UNDER SUCH PLAN (DETERMINED BASED ON THOSE ASSUMPTIONS USED TO FUND SUCH
PLAN) AND (D) NEITHER THE COMPANY OR ANY MEMBER OF ITS CONTROLLED GROUP HAS
INCURRED, OR REASONABLY EXPECTS TO INCUR, ANY LIABILITY UNDER TITLE IV OF ERISA
(OTHER THAN CONTRIBUTIONS TO THE PLAN OR PREMIUMS TO THE PBGC IN THE ORDINARY
COURSE AND WITHOUT DEFAULT) IN RESPECT OF A PLAN (INCLUDING A "MULTIEMPLOYER
PLAN", WITHIN THE MEANING OF SECTION 4001(C)(3) OF ERISA); AND (III) EACH PLAN
THAT IS INTENDED TO BE QUALIFIED UNDER SECTION 401(A) OF THE CODE IS SO
QUALIFIED AND NOTHING HAS OCCURRED, WHETHER BY ACTION OR BY FAILURE TO ACT,
WHICH WOULD CAUSE THE LOSS OF SUCH QUALIFICATION.
(JJ)
THE COMPANY AND EACH OF ITS SUBSIDIARIES HAS FILED ALL FEDERAL,
STATE, LOCAL AND FOREIGN INCOME AND FRANCHISE TAX RETURNS REQUIRED TO BE FILED
THROUGH THE DATE HEREOF, SUBJECT TO PERMITTED EXTENSIONS, AND HAS PAID ALL TAXES
DUE THEREON, AND NO TAX DEFICIENCY HAS BEEN DETERMINED ADVERSELY TO THE COMPANY
OR ANY OF ITS SUBSIDIARIES, NOR DOES THE COMPANY HAVE ANY KNOWLEDGE OF ANY TAX
DEFICIENCIES EXCEPT, IN EACH CASE, AS WOULD NOT, IN THE AGGREGATE, REASONABLY BE
EXPECTED TO HAVE A MATERIAL ADVERSE EFFECT.
(KK)
THERE ARE NO TRANSFER TAXES OR OTHER SIMILAR FEES OR CHARGES UNDER
FEDERAL LAW OR THE LAWS OF ANY STATE, OR ANY POLITICAL SUBDIVISION THEREOF,
REQUIRED TO BE PAID IN CONNECTION WITH THE EXECUTION AND DELIVERY OF THIS
AGREEMENT OR THE ISSUANCE BY THE COMPANY OR SALE BY THE COMPANY OF THE
SECURITIES.
(LL)
SINCE THE DATE AS OF WHICH INFORMATION IS GIVEN IN THE PRICING
DISCLOSURE PACKAGE AND EXCEPT AS OTHERWISE DESCRIBED