PLANS.
(A)
EXCEPT AS SET FORTH ON SCHEDULE 4.17, WITH RESPECT TO CURRENT OR FORMER
EMPLOYEES OF THE COMPANY, INDEPENDENT CONTRACTORS, OR THE SPOUSES, BENEFICIARIES
OR DEPENDENTS THEREOF, THE COMPANY DOES NOT MAINTAIN AND HAS NOT MAINTAINED,
DOES NOT CONTRIBUTE TO AND HAS NOT CONTRIBUTED TO, DOES NOT HAVE AND HAS NOT HAD
ANY OBLIGATION TO CONTRIBUTE TO, AND DOES NOT HAVE AND HAS NOT HAD ANY ACTUAL
LIABILITY OR POTENTIAL LIABILITY WITH RESPECT TO ANY (I) DEFERRED COMPENSATION
OR BONUS OR RETIREMENT PLANS OR ARRANGEMENTS, (II) QUALIFIED OR NONQUALIFIED
DEFINED CONTRIBUTION OR DEFINED BENEFIT PLANS OR ARRANGEMENTS WHICH ARE EMPLOYEE
PENSION BENEFIT PLANS (AS DEFINED IN SECTION 3(2) OF ERISA), (III) EMPLOYEE
WELFARE BENEFIT PLANS (AS DEFINED IN SECTION 3(1) OF ERISA), STOCK OPTION OR
STOCK PURCHASE PLANS, OR FRINGE BENEFIT PLANS OR PROGRAMS WHETHER IN WRITING OR
ORAL AND WHETHER OR NOT TERMINATED, OR (IV) EMPLOYEE BENEFIT PLAN (AS DEFINED IN
SECTION 3(3) OF ERISA) OR OTHER EMPLOYEE BENEFIT PLAN, PROGRAM OR ARRANGEMENT OF
ANY KIND.
THE COMPANY HAS NEVER CONTRIBUTED TO ANY MULTIEMPLOYER PENSION PLAN
(AS DEFINED IN
28
SECTION 3(37) OF ERISA), AND THE COMPANY HAS NEVER MAINTAINED OR CONTRIBUTED TO
ANY DEFINED BENEFIT PLAN (AS DEFINED IN SECTION 3(35) OF ERISA).
THE PLANS
LISTED ON SCHEDULE 4.17 ARE REFERRED TO HEREIN AS THE "PLANS."
(B)
THE EMPLOYEE PENSION BENEFIT PLANS AND EMPLOYEE WELFARE BENEFIT PLANS (AND
RELATED TRUSTS AND INSURANCE CONTRACTS) LISTED ON SCHEDULE 4.17 COMPLY IN FORM
AND IN OPERATION IN ALL RESPECTS WITH THE REQUIREMENTS OF APPLICABLE LAWS AND
REGULATIONS, INCLUDING ERISA AND THE CODE AND THE NONDISCRIMINATION RULES
THEREOF.
THE EMPLOYEE PENSION BENEFIT PLANS WHICH ARE INTENDED TO BE "QUALIFIED
PLANS" QUALIFY UNDER SECTION 401(A) OF THE CODE, AND EACH SUCH EMPLOYEE PENSION
BENEFIT PLAN HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE INTERNAL
REVENUE SERVICE AS TO THE QUALIFICATION UNDER THE CODE OF SUCH PLAN.
THE
COMPANY AND ALL MEMBERS OF THE CONTROLLED GROUP HAVE COMPLIED WITH THE
REQUIREMENTS OF COBRA.
(C)
WITH RESPECT TO EACH EMPLOYEE PENSION BENEFIT PLAN LISTED ON
SCHEDULE 4.17, ALL CONTRIBUTIONS WHICH ARE DUE (INCLUDING ALL EMPLOYER
CONTRIBUTIONS AND EMPLOYEE SALARY REDUCTION CONTRIBUTIONS) HAVE BEEN PAID TO
SUCH EMPLOYEE PENSION BENEFIT PLAN AND, WITH RESPECT TO THE EMPLOYEE WELFARE
BENEFIT PLANS, ALL PREMIUMS OR OTHER PAYMENTS WHICH ARE DUE HAVE BEEN TIMELY
PAID.
(D)
THE COMPANY HAS NOT, INCURRED ANY LIABILITY TO THE PENSION BENEFIT
GUARANTY CORPORATION, THE INTERNAL REVENUE SERVICE, ANY MULTIEMPLOYER PLAN OR
OTHERWISE WITH RESPECT TO ANY EMPLOYEE PENSION BENEFIT PLAN CURRENTLY OR
PREVIOUSLY MAINTAINED BY MEMBERS OF THE CONTROLLED GROUP OF CORPORATIONS OR
TRADES OR BUSINESSES (AS DEFINED IN SECTION 414 OF THE CODE) THAT INCLUDES OR
INCLUDED THE COMPANY (THE "CONTROLLED GROUP") THAT HAS NOT BEEN SATISFIED IN
FULL, AND NO CONDITION EXISTS THAT PRESENTS A RISK TO THE COMPANY OR ANY MEMBER
OF THE CONTROLLED GROUP OF INCURRING SUCH A LIABILITY.
(E)
WITH RESPECT TO EACH EMPLOYEE PENSION BENEFIT PLAN AND EACH EMPLOYEE
WELFARE BENEFIT PLAN LISTED ON SCHEDULE