THIS REPRESENTATION), AND ON THE ACTUARIAL METHODS AND ASSUMPTIONS
EMPLOYED FOR THAT VALUATION, THE AGGREGATE BENEFIT LIABILITIES OF ALL SUCH
GUARANTEED PENSION PLANS WITHIN THE MEANING OF §4001 OF ERISA DID NOT EXCEED THE
AGGREGATE
72
VALUE OF THE ASSETS OF ALL SUCH GUARANTEED PENSION PLANS, DISREGARDING FOR THIS
PURPOSE THE BENEFIT LIABILITIES AND ASSETS OF ANY GUARANTEED PENSION PLAN WITH
ASSETS IN EXCESS OF BENEFIT LIABILITIES.
(D)
MULTIEMPLOYER PLANS.
NO BORROWER NOR ANY
ERISA AFFILIATE HAS INCURRED ANY MATERIAL LIABILITY (INCLUDING SECONDARY
LIABILITY) TO ANY MULTIEMPLOYER PLAN AS A RESULT OF A COMPLETE OR PARTIAL
WITHDRAWAL FROM SUCH MULTIEMPLOYER PLAN UNDER §4201 OF ERISA OR AS A RESULT OF A
SALE OF ASSETS DESCRIBED IN §4204 OF ERISA.
NO BORROWER NOR ANY ERISA AFFILIATE
HAS BEEN NOTIFIED THAT ANY MULTIEMPLOYER PLAN IS IN REORGANIZATION OR INSOLVENT
UNDER AND WITHIN THE MEANING OF §4241 OR §4245 OF ERISA OR IS AT RISK OF
ENTERING REORGANIZATION OR BECOMING INSOLVENT, OR THAT ANY MULTIEMPLOYER PLAN
INTENDS TO TERMINATE OR HAS BEEN TERMINATED UNDER §4041A OF ERISA.
5.13
SUBSIDIARIES; EQUITY INTERESTS; CAPITALIZATION.
(A)
SUBSIDIARIES.
SCHEDULE 5.13(A) HERETO SETS
FORTH, AS OF THE CLOSING DATE, A COMPLETE AND ACCURATE LIST OF THE PARENT'S
SUBSIDIARIES, AND, WITH RESPECT TO ALL BORROWER SUBSIDIARIES, INCLUDING THE NAME
OF SUCH SUBSIDIARY, ITS JURISDICTION OF INCORPORATION, THE ADDRESS OF ITS
PRINCIPAL PLACE OF BUSINESS AND ITS U.S. TAXPAYER IDENTIFICATION NUMBER,
TOGETHER WITH THE NUMBER OF AUTHORIZED AND OUTSTANDING EQUITY INTERESTS OF SUCH
SUBSIDIARY.
EACH SUBSIDIARY (OTHER THAN CERTAIN EXCLUDED SUBSIDIARIES AND NELS)
IS DIRECTLY OR INDIRECTLY WHOLLY-OWNED BY THE PARENT AND, AS OF THE CLOSING
DATE, THE BORROWERS HAVE NO EQUITY INTERESTS IN ANY OTHER PERSON OTHER THAN
THOSE SPECIFICALLY DISCLOSED ON SCHEDULE 5.13(A).
THE PARENT OR A BORROWER
SUBSIDIARY HAS GOOD AND MARKETABLE TITLE TO ALL OF THE EQUITY INTERESTS IT
PURPORTS TO OWN OF EACH SUBSIDIARY (OTHER THAN EXCLUDED SUBSIDIARIES), FREE AND
CLEAR IN EACH CASE OF ANY LIEN OTHER THAN LIENS IN FAVOR OF THE ADMINISTRATIVE
AGENT AND THE HOLDERS OF THE SECOND LIEN NOTES (OR ANY REFINANCING OR
REPLACEMENT THEREOF PERMITTED HEREBY).
ALL SUCH EQUITY INTERESTS HAVE BEEN DULY
ISSUED AND ARE FULLY PAID AND NON-ASSESSABLE.
(B)
EQUITY INTERESTS.
AS OF THE APRIL 30, 2009,
THE AUTHORIZED CAPITAL STOCK OF THE PARENT CONSISTS OF (I) 100,000,000 SHARES OF
CLASS A COMMON STOCK (PAR VALUE $.01 PER SHARE) AUTHORIZED OF WHICH 24,678,700
SHARES ARE OUTSTANDING AND (II) 100,000,000 SHARES OF CLASS B COMMON STOCK (PAR
VALUE $.01 PER SHARE) AUTHORIZED OF WHICH 988,200 SHARES ARE OUTSTANDING.
ALL
SUCH OUTSTANDING SHARES HAVE BEEN DULY ISSUED AND ARE FULLY PAID AND
NON-ASSESSABLE.
(C)
OPTIONS, ETC.
AS OF APRIL 30, 2009, EXCEPT
AS SET FORTH ON SCHEDULE 5.13(C), NO PERSON HAS OUTSTANDING ANY RIGHTS (EITHER
PRE-EMPTIVE OR OTHER) OR OPTIONS (EXCEPT FOR THE OPTIONS FOR COMMON STOCK OR
OTHER FORMS OF EQUITY-BASED COMPENSATION ISSUED TO EMPLOYEES, CONSULTANTS OR
DIRECTORS IN ACCORDANCE WITH A BONA FIDE COMPENSATION PLAN APPROVED BY THE BOARD
OF DIRECTORS OF THE PARENT) TO SUBSCRIBE