IS A MULTIEMPLOYER PLAN, PRESENTS A
MATERIAL RISK OF A COMPLETE OR PARTIAL WITHDRAWAL UNDER TITLE IV OF ERISA AND
NEITHER EXEGY NOR ANY OF ITS ERISA AFFILIATES HAS INCURRED ANY LIABILITY UNDER
TITLE IV OF ERISA ARISING IN CONNECTION WITH THE TERMINATION OF, OR COMPLETE OR
PARTIAL WITHDRAWAL FROM, ANY PLAN COVERED OR PREVIOUSLY COVERED BY TITLE IV OF
ERISA THAT WOULD BE REASONABLY LIKELY TO HAVE AN EXEGY MATERIAL ADVERSE EFFECT.
TO THE KNOWLEDGE OF EXEGY, NOTHING HAS BEEN DONE OR OMITTED TO BE DONE AND NO
TRANSACTION OR HOLDING OF ANY ASSET UNDER OR IN CONNECTION WITH ANY EXEGY
EMPLOYEE PLAN HAS OCCURRED THAT WILL MAKE EXEGY OR ANY EXEGY SUBSIDIARY, OR ANY
OFFICER OR DIRECTOR OF EXEGY OR ANY EXEGY SUBSIDIARY, SUBJECT TO ANY LIABILITY
UNDER TITLE I OF ERISA OR LIABLE FOR ANY TAX PURSUANT TO SECTION 4975 OF THE
CODE (ASSUMING THE TAXABLE PERIOD OF ANY SUCH TRANSACTION EXPIRED AS OF THE DATE
HEREOF) THAT WOULD BE REASONABLY LIKELY TO HAVE AN EXEGY MATERIAL ADVERSE
EFFECT.
(C)
EACH EXEGY EMPLOYEE PLAN THAT IS INTENDED TO BE QUALIFIED UNDER
SECTION 401(A) OF THE CODE NOW MEETS, AND AT ALL TIMES SINCE ITS INCEPTION HAS
MET, THE REQUIREMENTS FOR SUCH QUALIFICATION OTHER THAN SUCH REQUIREMENTS FOR
WHICH A REMEDIAL AMENDMENT PERIOD HAS NOT EXPIRED, AND EACH TRUST FORMING A PART
THEREOF IS NOW, AND AT ALL TIMES SINCE ITS INCEPTION HAS BEEN, EXEMPT FROM TAX
PURSUANT TO SECTION 501(A) OF THE CODE. EACH SUCH PLAN HAS RECEIVED A FAVORABLE
DETERMINATION LETTER FROM OR IS REASONABLY PERMITTED TO RELY ON A FAVORABLE
OPINION LETTER FROM, THE INTERNAL REVENUE SERVICE TO THE EFFECT THAT SUCH PLAN
IS QUALIFIED AND ITS RELATED TRUST IS EXEMPT FROM FEDERAL INCOME TAXES.
EXEGY
HAS FURNISHED, OR WILL MAKE AVAILABLE UPON REQUEST, TO HYPERFEED COPIES OF THE
MOST RECENT INTERNAL REVENUE SERVICE DETERMINATION LETTERS WITH RESPECT TO EACH
SUCH EXEGY EMPLOYEE PLAN.
EACH EXEGY EMPLOYEE PLAN HAS BEEN MAINTAINED AND
ADMINISTERED IN SUBSTANTIAL COMPLIANCE WITH ITS TERMS (EXCEPT THAT IN ANY CASE
IN WHICH ANY EXEGY EMPLOYEE PLAN IS CURRENTLY REQUIRED TO COMPLY WITH A
PROVISION OF ERISA OR OF THE CODE, BUT IS NOT YET TO BE AMENDED TO REFLECT SUCH
PROVISION, SUCH PLAN HAS BEEN MAINTAINED AND ADMINISTERED IN ACCORDANCE WITH THE
PROVISION) AND WITH THE REQUIREMENTS PRESCRIBED BY ANY AND ALL STATUTES, ORDERS,
RULES AND REGULATIONS, INCLUDING BUT NOT LIMITED TO ERISA AND THE CODE, WHICH
ARE APPLICABLE TO SUCH EXEGY EMPLOYEE PLAN.
ALL MATERIAL REPORTS, RETURNS AND
SIMILAR DOCUMENTS WITH RESPECT TO EACH EXEGY EMPLOYEE PLAN REQUIRED TO BE FILED
WITH ANY GOVERNMENTAL AGENCY OR DISTRIBUTED TO ANY EXEGY EMPLOYEE PLAN
PARTICIPANT HAVE BEEN TIMELY FILED AND DISTRIBUTED.
(D)
THERE IS NO CONTRACT, AGREEMENT, PLAN OR ARRANGEMENT THAT, AS A
RESULT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, WOULD BE REASONABLY
LIKELY TO OBLIGATE EXEGY OR ANY EXEGY SUBSIDIARY TO MAKE ANY PAYMENT OF ANY
AMOUNT THAT WOULD NOT BE DEDUCTIBLE PURSUANT TO THE TERMS OF SECTION 162(M) OR