AMENDMENTS
AND ATTACHMENTS THERETO); (II) ALL RELATED TRUST AGREEMENTS, INSURANCE CONTRACTS
AND OTHER FUNDING ARRANGEMENTS AND ALL AMENDMENTS THERETO, AS IN EFFECT AS OF
THE DATE HEREOF; (III) THE TWO MOST RECENT ANNUAL INFORMATION FILINGS
(FORM 5500) AND ANNUAL REPORTS; (IV) THE MOST RECENT DETERMINATION LETTER OR
OPINION LETTER FROM THE INTERNAL REVENUE SERVICE; AND (V) THE MOST RECENT
SUMMARY PLAN DESCRIPTIONS, AS APPLICABLE.
(D)
AS TO EACH OF THE COMPANY BENEFIT PLANS, EACH OF THE COMPANIES HAS
COMPLIED, IN ALL MATERIAL RESPECTS, WITH ALL APPLICABLE LAWS IN THE
ADMINISTRATION THEREOF, INCLUDING THE PROVISIONS OF ERISA AND THE CODE, AND EACH
COMPANY BENEFIT PLAN COMPLIES IN ALL MATERIAL RESPECTS WITH ITS TERMS AND ALL
APPLICABLE LAWS.
ALL MATERIAL CONTRIBUTIONS REQUIRED TO BE MADE UNDER THE TERMS
OF EACH COMPANY BENEFIT PLAN HAVE BEEN TIMELY MADE OR, IF NOT YET DUE, HAVE BEEN
PROPERLY REFLECTED OR INCORPORATED BY REFERENCE IN THE FINANCIAL STATEMENTS.
EACH COMPANY BENEFIT PLAN WHICH IS INTENDED TO QUALIFY UNDER SECTION 401(A),
SECTION 401(K), SECTION 401(M) OR SECTION 4975(E)(7) OF THE CODE AND EACH TRUST
ESTABLISHED WITH ANY COMPANY BENEFIT PLAN WHICH IS INTENDED TO QUALIFY UNDER
SECTION 501(A) OF THE CODE HAS RECEIVED A FAVORABLE DETERMINATION LETTER OR
OPINION LETTER, AS APPLICABLE, FROM THE INTERNAL REVENUE SERVICE AS TO ITS
QUALIFIED STATUS, AND TO THE KNOWLEDGE OF THE SELLERS, NO FACT OR EVENT HAS
OCCURRED THAT WOULD REASONABLY BE EXPECTED TO AFFECT ADVERSELY THE QUALIFIED
STATUS OF ANY SUCH COMPANY BENEFIT PLAN.
(E)
THERE HAS BEEN NO PROHIBITED TRANSACTION (WITHIN THE MEANING OF
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE) WITH RESPECT TO ANY COMPANY
BENEFIT PLAN, OTHER THAN A TRANSACTION THAT IS EXEMPT UNDER A STATUTORY OR
ADMINISTRATIVE EXEMPTION, WITH RESPECT TO ANY COMPANY BENEFIT PLAN THAT IS
SUBJECT TO ERISA OR THE CODE THAT WOULD REASONABLY BE EXPECTED TO RESULT IN
LIABILITY TO ANY OF THE COMPANIES.
WITH RESPECT TO EACH COMPANY BENEFIT PLAN,
ALL TAX, ANNUAL REPORTING AND OTHER GOVERNMENTAL FILINGS REQUIRED BY ERISA AND
THE CODE HAVE BEEN TIMELY FILED WITH THE APPROPRIATE GOVERNMENTAL ENTITY AND, TO
THE KNOWLEDGE OF THE SELLERS, ALL NOTICES AND DISCLOSURES HAVE BEEN TIMELY
PROVIDED TO PARTICIPANTS.
(F)
NO JUDICIAL ACTION, SUIT, OR CLAIM OR LEGAL, ADMINISTRATIVE OR
ARBITRATION PROCEEDING, INVESTIGATION OR REVIEW HAS BEEN BROUGHT, OR, TO THE
KNOWLEDGE OF THE SELLERS, IS THREATENED, AGAINST OR WITH RESPECT TO ANY COMPANY
BENEFIT PLAN, INCLUDING ANY AUDIT OR INQUIRY
43
BY THE INTERNAL REVENUE SERVICE OR THE UNITED STATES DEPARTMENT OF LABOR (OTHER
THAN ROUTINE BENEFITS CLAIMS).
(G)
EXCEPT AS REQUIRED BY LAW, NO COMPANY BENEFIT PLAN PROVIDES ANY
MEDICAL, DISABILITY OR LIFE INSURANCE BENEFITS FOR RETIREES OR ANY SUCH
POST-EMPLOYMENT BENEFITS TO ANY PERSON, EXCEPT FOR CONTINUATION OBLIGATIONS
UNDER THE CONSOLIDATED OMNIBUS BUDGET RECONCILIATION ACT OF 1985, AS AMENDED
FROM TIME TO TIME, AND THE REGULATIONS (INCLUDING THE PROPOSED REGULATIONS)
THEREUNDER ("COBRA").
(H)
NEITHER THE EXECUTION AND DELIVERY OF THIS AGREEMENT NOR THE
CONSUMMATION OR PERFORMANCE OF THE TRANSACTIONS CONTEMPLATED HEREBY (EITHER
ALONE