CONTRIBUTIONS ARE MADE BY THE
SELLER, THE COMPANY OR ANY SUBSIDIARY ON BEHALF OF THE EMPLOYEES, AND (II)
"PENSION PLANS" SHALL MEAN ALL "EMPLOYEE PENSION PLANS", AS DEFINED IN
SECTION 3(2) OF ERISA, MAINTAINED BY THE SELLER, THE COMPANY, THE SUBSIDIARIES
OR ANY TRADE OR BUSINESS (WHETHER OR NOT INCORPORATED) WHICH IS OR HAS EVER BEEN
UNDER CONTROL OR TREATED AS A SINGLE EMPLOYER WITH THE SELLER OR THE COMPANY
UNDER SECTION 414(B), (C), (M) OR (O) OF THE CODE ("ERISA AFFILIATE") OR TO
WHICH THE SELLER, THE COMPANY OR ANY ERISA AFFILIATE HAS CONTRIBUTED.
(II)
EACH BENEFIT PLAN HAS BEEN ADMINISTERED, MAINTAINED
AND OPERATED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH ITS TERMS AND
APPLICABLE LAWS (INCLUDING ERISA AND THE CODE, AND ANY RULES AND REGULATIONS
PROMULGATED THEREUNDER).
(III)
NONE OF THE BENEFIT PLANS OR PENSION PLANS IS SUBJECT
TO TITLE IV OF ERISA AND NONE OF THE COMPANY, ITS SUBSIDIARIES OR ANY ERISA
AFFILIATE HAS ANY LIABILITY WITH RESPECT TO ANY PLAN SUBJECT TO TITLE IV OF
ERISA.
(IV)
WITH RESPECT TO EACH BENEFIT PLAN THAT IS INTENDED TO
QUALIFY UNDER CODE SECTION 401(A), SUCH BENEFIT PLAN, AND ITS RELATED TRUST, HAS
RECEIVED, HAS AN APPLICATION PENDING OR REMAINS WITHIN THE REMEDIAL AMENDMENT
PERIOD FOR OBTAINING, A DETERMINATION LETTER FROM THE UNITED STATES INTERNAL
REVENUE SERVICE ("IRS") THAT IT IS SO QUALIFIED AND THAT ITS TRUST IS
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EXEMPT FROM TAX UNDER SECTION 501(A) OF THE CODE AND, TO THE SELLER'S KNOWLEDGE,
NO FACTS OR SET OF CIRCUMSTANCES EXIST THAT COULD REASONABLY BE EXPECTED TO
CAUSE SUCH PLAN AND RELATED TRUST TO BE DISQUALIFIED OR TO BE SO NON-EXEMPT FROM
TAX.
(V)
THERE HAS BEEN NO VIOLATION OF ERISA OR THE CODE WITH
RESPECT TO THE FILING OF APPLICABLE DOCUMENTS, NOTICES OR REPORTS (INCLUDING,
BUT NOT LIMITED TO, ANNUAL REPORTS FILED ON IRS FORM 5500) REGARDING THE BENEFIT
PLANS WITH THE DEPARTMENT OF LABOR AND THE IRS, OR THE FURNISHING OF SUCH
REQUIRED DOCUMENTS TO THE PARTICIPANTS OR THE BENEFICIARIES OF THE BENEFIT PLANS
THAT WOULD RESULT IN A MATERIAL LIABILITY TO THE COMPANY OR ANY SUBSIDIARY.
(VI)
THERE ARE NO PENDING MATERIAL ACTIONS, CLAIMS OR
LAWSUITS WHICH HAVE BEEN ASSERTED, INSTITUTED OR, TO THE KNOWLEDGE OF SELLER,
THREATENED, AGAINST THE BENEFIT PLANS, THE ASSETS OF ANY OF THE TRUSTS UNDER THE
BENEFIT PLANS OR THE SPONSOR OR THE ADMINISTRATOR OF THE BENEFIT PLANS, OR, TO
THE SELLER'S KNOWLEDGE, AGAINST ANY FIDUCIARY OF THE BENEFIT PLANS WITH RESPECT
TO THE OPERATION OF THE BENEFIT PLANS (OTHER THAN ROUTINE BENEFIT CLAIMS).
(VII)
EXCEPT AS MAY BE REQUIRED UNDER 4980B OF THE CODE OR
SECTION 601 OF ERISA, NO BENEFIT PLAN PROVIDES RETIREE HEALTH OR LIFE INSURANCE
BENEFITS.
THE COMPANY AND ITS SUBSIDIARIES HAVE RESERVED THE RIGHT TO AMEND,
TERMINATE OR MODIFY AT ANY TIME ALL BENEFIT PLANS PROVIDING FOR RETIREE HEALTH
OR LIFE INSURANCE BENEFITS, AND THERE HAVE BEEN NO WRITTEN COMMUNICATIONS TO
EMPLOYEES THAT COULD REASONABLY BE INTERPRETED TO PROMISE OR GUARANTEE SUCH
EMPLOYEES RETIREE HEALTH OR