HAS BEEN FILED, NO
MATERIAL CHANGE HAS OCCURRED WITH RESPECT TO THE MATTERS COVERED BY THE MOST
RECENT FORM SINCE THE DATE THEREOF; (V) NO "REPORTABLE EVENT" (AS SUCH TERM IS
DEFINED IN SECTION 4043 OF THE CODE) THAT WOULD REASONABLY BE EXPECTED TO RESULT
IN MATERIAL LIABILITY, NO "PROHIBITED TRANSACTION" (AS SUCH TERM IS DEFINED IN
SECTION 406 OF ERISA AND SECTION 4975 OF THE CODE) THAT WOULD REASONABLY BE
EXPECTED TO RESULT IN LIABILITY TO THE COMPANY OR ANY OF ITS SUBSIDIARIES OR
"ACCUMULATED FUNDING DEFICIENCY" (AS SUCH TERM IS DEFINED IN SECTION 302 OF
ERISA AND SECTION 412 OF THE CODE (WHETHER OR NOT WAIVED)) HAS OCCURRED WITH
RESPECT TO ANY COMPANY PLAN; (VI) THERE IS NO PRESENT INTENTION, REQUIREMENT OR
OBLIGATION THAT ANY COMPANY PLAN BE MATERIALLY AMENDED, SUSPENDED OR TERMINATED,
OR OTHERWISE MODIFIED TO ALTER BENEFITS (OR THE LEVELS THEREOF); (VII) NO
COMPANY PLAN IS A SPLIT-DOLLAR LIFE INSURANCE PROGRAM OR OTHERWISE PROVIDES FOR
LOANS TO EXECUTIVE OFFICERS (WITHIN THE MEANING OF THE SARBANES-OXLEY ACT OF
2002); (VIII) ALL TAX, ANNUAL REPORTING AND OTHER GOVERNMENTAL FILINGS REQUIRED
BY ERISA AND THE CODE WITH RESPECT TO THE COMPANY PLANS HAVE BEEN TIMELY FILED
WITH THE APPROPRIATE GOVERNMENTAL ENTITY AND ALL NOTICES AND DISCLOSURES HAVE
BEEN PROVIDED TO PARTICIPANTS, AND (IX) ALL OUTSTANDING AWARDS, GRANTS, BONUSES,
PRIOR
28
EMPLOYER (INCLUDING PRE-TAX EMPLOYEE) CONTRIBUTIONS, PAYMENTS OR BENEFITS
PROVIDED PURSUANT TO ANY COMPANY PLAN HAVE BEEN FULLY DEDUCTIBLE TO THE COMPANY
OR ITS SUBSIDIARIES UNDER THE CODE, EXCEPT AS LIMITED BY SECTIONS 162 AND 404,
AS APPLICABLE.
NEITHER THE COMPANY NOR ANY OF ITS SUBSIDIARIES HAS INCURRED ANY
CURRENT OR PROJECTED LIABILITY IN RESPECT OF POST-EMPLOYMENT OR POST-RETIREMENT
HEALTH, MEDICAL OR LIFE INSURANCE BENEFITS FOR COMPANY EMPLOYEES OR COMPANY
INDEPENDENT CONTRACTORS, EXCEPT AS REQUIRED TO AVOID AN EXCISE TAX UNDER
SECTION 4980B OF THE CODE OR OTHERWISE EXCEPT AS MAY BE REQUIRED PURSUANT TO ANY
OTHER APPLICABLE LAW.
(D)
NEITHER THE COMPANY, ANY COMPANY SUBSIDIARY OR ANY MEMBER OF THEIR
CONTROLLED GROUP SPONSORS OR MAINTAINS OR HAS IN THE PAST SPONSORED OR
MAINTAINED OR, AS OF THE DATE HEREOF AND EXCEPT AS PROVIDED IN SECTION 4.12(E)
OF THE COMPANY DISCLOSURE SCHEDULE, HAS ANY CURRENT OR FUTURE LIABILITY UNDER
ANY EMPLOYEE BENEFIT PLAN SUBJECT TO TITLE IV OF ERISA.
(E)
WITH RESPECT TO ANY MULTIEMPLOYER PLAN (WITHIN THE MEANING OF
SECTION 4001(A)(3) OF ERISA) TO WHICH THE COMPANY, ITS SUBSIDIARIES OR ANY
MEMBER OF THEIR CONTROLLED GROUP HAS ANY LIABILITY OR CONTRIBUTES (OR HAS AT ANY
TIME CONTRIBUTED OR HAD AN OBLIGATION TO CONTRIBUTE):
(I) NONE OF THE COMPANY,
ITS SUBSIDIARIES OR ANY MEMBER OF THEIR CONTROLLED GROUP HAS INCURRED ANY
WITHDRAWAL LIABILITY UNDER TITLE IV OF ERISA WHICH REMAINS UNSATISFIED OR WOULD
BE SUBJECT TO SUCH LIABILITY IF, AS OF THE CLOSING DATE, THE COMPANY, ITS
SUBSIDIARIES OR ANY MEMBER OF THEIR CONTROLLED GROUP WERE TO ENGAGE IN A
COMPLETE WITHDRAWAL (AS DEFINED IN SECTION 4203 OF ERISA) OR PARTIAL WITHDRAWAL
(AS DEFINED IN SECTION 4205 OF ERISA)