the provisions of Regulation T, U or X of the
Board.
4.9
ERISA
(A)
AS OF EACH BORROWING DATE FOLLOWING THE EXIT FACILITIES CONVERSION
DATE AND EXCLUDING ANY ACT OR OMISSION PRIOR TO THE EXIT FACILITIES CONVERSION
DATE AND ANY CONSEQUENCES THEREOF THAT ARE PROVIDED FOR IN THE PLAN OF
REORGANIZATION: (I) EACH PENSION PLAN HAS BEEN OPERATED AND ADMINISTERED IN
COMPLIANCE WITH ALL APPLICABLE REQUIREMENTS OF ERISA AND, IF INTENDED TO QUALIFY
UNDER SECTION 401(A) OR 403(A) OF THE CODE, IN COMPLIANCE WITH ALL APPLICABLE
REQUIREMENTS OF SUCH PROVISION EXCEPT WHERE THE FAILURE TO SO COMPLY WOULD NOT
RESULT IN, TAKING ALL INSTANCES IN THE AGGREGATE, LIABILITY IN EXCESS OF
$2,000,000; (II) FULL PAYMENT HAS BEEN MADE BY EACH LOAN PARTY OR ANY OF ITS
ERISA AFFILIATES OF ALL AMOUNTS WHICH SUCH PERSONS ARE REQUIRED UNDER THE TERMS
OF EACH PENSION PLAN AND MULTIEMPLOYER PLAN TO HAVE PAID AS CONTRIBUTIONS TO
SUCH PENSION PLAN AND MULTIEMPLOYER PLAN EXCEPT WHERE THE FAILURE TO SO COMPLY,
TAKING ALL INSTANCES IN THE AGGREGATE, WOULD NOT RESULT IN LIABILITY IN EXCESS
OF $2,000,000;
(III) NONE OF THE PENSION PLANS HAD AN ACCUMULATED FUNDING
DEFICIENCY AS (DEFINED IN SECTION 302 OF ERISA AND SECTION 412 OF THE CODE),
WHETHER OR NOT WAIVED, AS OF THE LAST DAY OF THE MOST RECENT PLAN YEAR OF SUCH
PENSION PLAN; (IV) NO TERMINATION EVENT HAS OCCURRED OR, TO THE BEST KNOWLEDGE
OF ANY LOAN PARTY, IS EXPECTED BY SUCH LOAN PARTY TO OCCUR WITH RESPECT TO ANY
PENSION PLAN OR MULTIEMPLOYER PLAN SUCH THAT ANY LOAN PARTY OR ANY OF ITS ERISA
AFFILIATES WOULD INCUR, TAKING ALL INSTANCES IN THE AGGREGATE, LIABILITIES IN
EXCESS OF $10,000,000 (SUCH LIABILITY TO INCLUDE, WITHOUT LIMITATION, ANY
LIABILITY TO THE PBGC OR TO ANY OTHER PARTY UNDER SECTION 4062, 4063 AND 4064 OF
ERISA OR TO ANY MULTIEMPLOYER PLAN DETERMINED UNDER SECTION 4201 ET SEQ. OF
ERISA) RESULTING FROM OR ASSOCIATED WITH ALL SUCH TERMINATION EVENTS.
(B)
NO LOAN PARTY NOR ANY OF ITS ERISA AFFILIATES HAS ENGAGED IN ANY
TRANSACTION IN CONNECTION WITH WHICH ANY SUCH ENTITY HAS BEEN OR COULD BE
SUBJECTED TO EITHER A TAX IMPOSED BY SECTION 4975 OF THE CODE OR THE
CORRESPONDING CIVIL PENALTY ASSESSED PURSUANT TO SECTIONS 502(I) AND 502(L) OF
ERISA, WHICH PENALTIES AND TAXES FOR ALL SUCH TRANSACTIONS ARE IN AN AGGREGATE
AMOUNT IN EXCESS OF $2,500,000.
USING ACTUARIAL ASSUMPTIONS AND COMPUTATION
METHODS CONSISTENT WITH PART 1 OF SUBTITLE E OF TITLE IV OF ERISA, THE AGGREGATE
LIABILITIES OF HOLDINGS AND ITS SUBSIDIARIES, THE BORROWER AND ITS
38
SUBSIDIARIES AND THEIR ERISA AFFILIATES TO ALL MULTIEMPLOYER PLANS IN THE EVENT
OF A COMPLETE WITHDRAWAL THEREFROM, AS OF THE CLOSE OF THE MOST RECENT FISCAL
YEAR OF EACH SUCH MULTIEMPLOYER PLAN ENDED PRIOR TO THE BORROWING DATE WOULD NOT
HAVE A MATERIAL ADVERSE EFFECT UPON THE RESULTS OF OPERATION OR FINANCIAL
CONDITION OF ANY LOAN PARTY.
NO LOAN PARTY NOR ANY OF ITS SUBSIDIARIES
MAINTAINS OR CONTRIBUTES TO ANY EMPLOYEE WELFARE BENEFIT