TO WHICH
UNSATISFIED OBLIGATIONS OF THE COMPANY OF GREATER THAN $10,000 REMAIN FOR THE
BENEFIT OF, OR RELATING TO, ANY PRESENT OR FORMER EMPLOYEE, CONSULTANT OR
NON-EMPLOYEE MANAGER (OR DIRECTOR, AS THE CASE MAY BE) OF THE COMPANY (ALL OF
THE FOREGOING DESCRIBED IN CLAUSES (I) THROUGH (VI), COLLECTIVELY, THE "COMPANY
EMPLOYEE PLANS", AND EACH A "COMPANY EMPLOYEE PLAN").
3.15.2.
THE COMPANY HAS FURNISHED TO PURCHASER A TRUE, CORRECT AND
COMPLETE COPY OF EACH OF THE COMPANY EMPLOYEE PLANS AND RELATED PLAN DOCUMENTS
(INCLUDING TRUST DOCUMENTS, INSURANCE POLICIES OR CONTRACTS, EMPLOYEE BOOKLETS,
SUMMARY PLAN DESCRIPTIONS AND OTHER AUTHORIZING DOCUMENTS, AND ANY MATERIAL
EMPLOYEE COMMUNICATIONS RELATING THERETO) AND HAS, WITH RESPECT TO EACH COMPANY
EMPLOYEE PLAN WHICH IS SUBJECT TO ERISA REPORTING REQUIREMENTS, PROVIDED TO
PURCHASER TRUE, CORRECT AND COMPLETE COPIES OF THE FORM 5500 REPORTS FILED FOR
THE LAST THREE PLAN YEARS.
ANY COMPANY EMPLOYEE PLAN INTENDED TO BE QUALIFIED
UNDER SECTION 401(A) OF THE CODE HAS EITHER OBTAINED FROM THE INTERNAL REVENUE
SERVICE A FAVORABLE DETERMINATION LETTER AS TO ITS QUALIFIED STATUS UNDER THE
CODE, INCLUDING ALL AMENDMENTS TO THE CODE EFFECTED BY THE TAX REFORM ACT OF
1986 AND SUBSEQUENT LEGISLATION, OR HAS APPLIED (OR HAS TIME REMAINING IN WHICH
TO APPLY) TO THE INTERNAL REVENUE SERVICE FOR SUCH A DETERMINATION LETTER PRIOR
TO THE EXPIRATION OF THE REQUISITE PERIOD UNDER APPLICABLE TREASURY REGULATIONS
OR INTERNAL REVENUE SERVICE PRONOUNCEMENTS IN WHICH TO APPLY FOR SUCH
DETERMINATION LETTER AND TO MAKE ANY AMENDMENTS NECESSARY TO OBTAIN A FAVORABLE
DETERMINATION OR HAS BEEN ESTABLISHED UNDER A STANDARDIZED PROTOTYPE PLAN FOR
WHICH AN INTERNAL REVENUE SERVICE OPINION LETTER HAS BEEN OBTAINED BY THE
PLAN SPONSOR AND IS VALID AS TO THE ADOPTING EMPLOYER.
THE COMPANY HAS ALSO
PROVIDED TO PURCHASER A TRUE, CORRECT AND COMPLETE COPY OF THE MOST RECENT
INTERNAL REVENUE SERVICE DETERMINATION OR OPINION LETTER ISSUED WITH RESPECT TO
EACH SUCH COMPANY EMPLOYEE PLAN, AND NOTHING HAS OCCURRED SINCE THE ISSUANCE OF
EACH SUCH LETTER WHICH WOULD REASONABLY BE EXPECTED TO CAUSE THE LOSS OF THE
TAX-QUALIFIED STATUS OF ANY COMPANY EMPLOYEE PLAN SUBJECT TO SECTION 401(A) OF
THE CODE.
THE COMPANY HAS ALSO PROVIDED TO PURCHASER ALL REGISTRATION
STATEMENTS AND PROSPECTUSES PREPARED IN CONNECTION WITH EACH COMPANY EMPLOYEE
PLAN.
ALL INDIVIDUALS WHO, PURSUANT TO THE TERMS OF ANY COMPANY EMPLOYEE PLAN,
ARE ENTITLED TO PARTICIPATE IN ANY COMPANY EMPLOYEE PLAN, ARE CURRENTLY
PARTICIPATING IN SUCH COMPANY EMPLOYEE PLAN OR HAVE BEEN OFFERED AN OPPORTUNITY
TO DO SO AND HAVE DECLINED IN WRITING.
NO EMPLOYEE OF THE COMPANY AND NO PERSON
SUBJECT TO ANY HEALTH PLAN OF THE COMPANY HAS MADE MEDICAL CLAIMS THROUGH ANY
SUCH HEALTH PLAN DURING THE 12 MONTHS PRECEDING THE DATE OF SIGNING THE ORIGINAL
PURCHASE AGREEMENT FOR MORE THAN $25,000 IN THE AGGREGATE FOR WHICH THE COMPANY
IS RESPONSIBLE.
FOR THE PURPOSES OF THE FORGOING SENTENCE, ANY EXCEPTION TO
SUCH REPRESENTATION AND WARRANTY SET FORTH IN THE DISCLOSURE LETTER SHALL BE
STATED GENERALLY AND SHALL NOT IDENTIFY ANY EMPLOYEE OF THE COMPANY OR