MERGER AND THE GRANT OF A PROXY.
"AFFILIATE" HAS THE MEANING SET
FORTH IN RULE 12B-2 PROMULGATED UNDER THE EXCHANGE ACT AND, IN THE CASE OF THE
COMPANY, INCLUDES FOR PURPOSES OF THIS AGREEMENT THOSE PERSONS SET FORTH ON
SCHEDULE 2.17 OF THE COMPANY LETTER.
SECTION 2.18
EMPLOYEE BENEFITS.
(A)
SCHEDULE 2.18(A) OF THE COMPANY LETTER CONTAINS A TRUE AND
COMPLETE LIST OF ALL "PENSION PLANS" AND "WELFARE PLANS" AS DEFINED IN
SECTION 3(2) AND 3(1), RESPECTIVELY, OF THE EMPLOYEE RETIREMENT INCOME SECURITY
ACT OF 1974, AS AMENDED ("ERISA"), IN EACH CASE APPLIED WITHOUT REGARD TO THE
EXCEPTIONS FROM COVERAGE CONTAINED IN SECTIONS 4(B)(4) OR 4(B)(5) THEREOF, AND
ANY OTHER PLANS, AGREEMENTS, POLICIES OR ARRANGEMENTS MAINTAINED,
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OR CONTRIBUTED TO (OR WITH RESPECT TO ANY OBLIGATION TO CONTRIBUTE HAS BEEN
UNDERTAKEN), BY THE COMPANY OR ANY OF ITS SUBSIDIARIES OR ANY ERISA AFFILIATE
(AS HEREINAFTER DEFINED) OF THE COMPANY OR ITS SUBSIDIARIES OR WITH RESPECT TO
WHICH THE COMPANY OR ANY OF ITS SUBSIDIARIES HAS ANY OBLIGATION OR LIABILITY
("COMPANY EMPLOYEE BENEFIT PLANS").
TRUE AND COMPLETE COPIES OF (I) ALL COMPANY
EMPLOYEE BENEFIT PLANS (INCLUDING ALL AMENDMENTS THERETO) THAT HAVE BEEN REDUCED
TO WRITING; (II) WRITTEN SUMMARIES OF ALL UNWRITTEN COMPANY EMPLOYEE BENEFIT
PLANS; (III) ALL TRUST AGREEMENTS, INSURANCE CONTRACTS AND SUMMARY PLAN
DESCRIPTIONS RELATED TO THE COMPANY EMPLOYEE BENEFIT PLANS; AND (IV) THE ANNUAL
REPORT FILED ON IRS FORM 5500, IF APPLICABLE, FOR THE MOST RECENT PLAN YEAR FOR
EACH COMPANY EMPLOYEE BENEFIT PLAN; AND (V) OTHER THAN AS SET FORTH ON
SCHEDULE 2.18(A) OF THE COMPANY LETTER, THE MOST RECENT DETERMINATION LETTER
ISSUED BY THE INTERNAL REVENUE SERVICE WITH RESPECT TO EACH COMPANY EMPLOYEE
BENEFIT PLAN THAT IS INTENDED TO QUALIFY UNDER SECTION 401(A) OF THE CODE, HAS
BEEN MADE AVAILABLE TO PARENT.
EACH COMPANY EMPLOYEE BENEFIT PLAN HAS BEEN
MAINTAINED AND ADMINISTERED IN ACCORDANCE WITH ITS TERMS AND APPLICABLE LAW,
INCLUDING ERISA AND THE CODE, IN ALL MATERIAL RESPECTS, AND EACH OF THE COMPANY
AND ITS SUBSIDIARIES AND THEIR RESPECTIVE ERISA AFFILIATES HAS IN ALL MATERIAL
RESPECTS MET ITS OBLIGATIONS (IF ANY) WITH RESPECT TO EACH COMPANY EMPLOYEE
BENEFIT PLAN AND HAS TIMELY MADE ALL REQUIRED CONTRIBUTIONS (IF ANY) THERETO.
THE COMPANY AND ITS SUBSIDIARIES AND ALL COMPANY EMPLOYEE BENEFIT PLANS ARE IN
COMPLIANCE IN ALL MATERIAL RESPECTS WITH THE CURRENTLY APPLICABLE PROVISIONS (IF
ANY) OF ERISA, THE CODE AND OTHER APPLICABLE FEDERAL, STATE AND FOREIGN LAWS AND
THE REGULATIONS THEREUNDER.
"ERISA AFFILIATE" MEANS ANY MEMBER OF (I) A
CONTROLLED GROUP OF CORPORATIONS (AS DEFINED IN SECTION 414(B) OF THE CODE);
(II) A GROUP OF TRADES OR BUSINESSES UNDER COMMON CONTROL (AS DEFINED IN
SECTION 414(C) OF THE CODE); OR (III) AN AFFILIATED SERVICE GROUP (AS DEFINED
UNDER SECTION 414(M) OF THE CODE OR THE REGULATIONS UNDER SECTION 414(O) OF THE
CODE).
(B)
NONE OF THE COMPANY, ITS SUBSIDIARIES, THEIR RESPECTIVE ERISA
AFFILIATES OR ANY OF THEIR RESPECTIVE PREDECESSORS HAS EVER CONTRIBUTED OR BEEN
OBLIGATED TO CONTRIBUTE TO OR OTHERWISE PARTICIPATED IN OR IN ANY WAY,