EXCEPT TO
THE EXTENT REQUIRED BY LAW, PROMISES RETIREE MEDICAL OR LIFE INSURANCE BENEFITS
TO ANY CURRENT OR FORMER EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY OR ANY
ERISA AFFILIATE.
(C)
EXCEPT AS DISCLOSED IN SCHEDULE 4.18(C), EACH BENEFIT PLAN IS IN
COMPLIANCE WITH, AND HAS BEEN OPERATED IN ACCORDANCE WITH, ITS TERMS AND THE
ERISA AFFILIATES HAVE SATISFIED ALL OF THEIR STATUTORY, REGULATORY AND
CONTRACTUAL OBLIGATIONS WITH RESPECT TO EACH SUCH BENEFIT PLAN.
NO LEGAL
ACTION, SUIT OR CLAIM IS PENDING OR, TO THE COMPANY'S KNOWLEDGE, THREATENED WITH
RESPECT TO ANY BENEFIT PLAN (OTHER THAN CLAIMS FOR BENEFITS IN THE ORDINARY
COURSE) AND NO FACT OR EVENT EXISTS THAT COULD, INDIVIDUALLY OR IN THE
AGGREGATE, REASONABLY BE EXPECTED TO GIVE RISE TO ANY SUCH ACTION, SUIT OR
CLAIM.
26
(D)
EXCEPT AS DISCLOSED IN SCHEDULE 4.18(D), EACH BENEFIT PLAN OR TRUST WHICH
IS INTENDED TO BE QUALIFIED OR EXEMPT FROM TAXATION UNDER SECTION 401(A), 401(K)
OR 501(A) OF THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER FROM THE IRS
THAT IT IS SO QUALIFIED OR EXEMPT, AND, TO THE COMPANY'S KNOWLEDGE, NOTHING HAS
OCCURRED SINCE THE DATE OF SUCH DETERMINATION LETTER THAT WOULD ADVERSELY AFFECT
THE QUALIFIED OR EXEMPT STATUS OF ANY BENEFIT PLAN OR RELATED TRUST.
(E)
THERE HAS BEEN NO NON-EXEMPT PROHIBITED TRANSACTION (WITHIN THE MEANING OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) WITH RESPECT TO ANY BENEFIT
PLAN.
NEITHER THE COMPANY NOR ANY ERISA AFFILIATE HAS INCURRED ANY LIABILITY
FOR ANY EXCISE TAX ARISING UNDER THE CODE WITH RESPECT TO A BENEFIT PLAN AND, TO
THE COMPANY'S KNOWLEDGE, NO FACT OR EVENT EXISTS WHICH COULD, INDIVIDUALLY OR IN
THE AGGREGATE, REASONABLY BE EXPECTED TO GIVE RISE TO SUCH LIABILITY.
(F)
ALL CONTRIBUTIONS, PREMIUMS OR PAYMENTS REQUIRED TO BE MADE WITH RESPECT
TO ANY BENEFIT PLAN HAVE BEEN MADE ON OR BEFORE THEIR DUE DATES.
FOR COMPLETED
PLAN YEARS OF SUCH BENEFIT PLANS, ALL SUCH CONTRIBUTIONS HAVE BEEN FULLY
DEDUCTED FOR INCOME TAX PURPOSES AND, TO THE COMPANY'S KNOWLEDGE, NO SUCH
DEDUCTION HAS BEEN CHALLENGED OR DISALLOWED BY ANY GOVERNMENTAL AUTHORITY, AND,
TO THE COMPANY'S KNOWLEDGE, NO FACT OR EVENT EXISTS WHICH COULD GIVE RISE TO ANY
SUCH CHALLENGE OR DISALLOWANCE.
(G)
THERE HAS BEEN NO AMENDMENT TO, WRITTEN INTERPRETATION OF OR ANNOUNCEMENT
(WHETHER OR NOT WRITTEN) BY THE COMPANY, OTHER THAN AS REQUIRED BY APPLICABLE
LAW, RELATING TO, OR CHANGE IN EMPLOYEE PARTICIPATION OR COVERAGE UNDER, ANY
BENEFIT PLAN THAT WOULD INCREASE MATERIALLY THE EXPENSE OF MAINTAINING SUCH
BENEFIT PLAN ABOVE THE LEVEL OF THE EXPENSE INCURRED IN RESPECT THERETO FOR THE
MOST RECENT FISCAL YEAR ENDED PRIOR TO THE DATE HEREOF.
(H)
EXCEPT AS DISCLOSED IN SCHEDULE 4.18(H), NO EMPLOYEE OR FORMER EMPLOYEE OF
THE COMPANY WILL BECOME ENTITLED TO ANY BONUS, RETIREMENT, SEVERANCE, JOB
SECURITY OR SIMILAR BENEFIT OR ENHANCED SUCH BENEFIT (INCLUDING ACCELERATION OF
VESTING OR EXERCISE OF AN INCENTIVE AWARD) AS A RESULT OF THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT.
(I)
ALL REPORTS AND DISCLOSURES RELATING TO