Common use of Compliance with ERISA Clause in Contracts

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans ScheduleSchedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Neither Stockholders, any other personsuch plan listed in Schedule 5.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule:5.19 (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) the Benefit Plans ScheduleCompany (including any subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. Except for the Plans, neither the COMPANY nor any of the COMPANY's Subsidiaries maintains or sponsors, or is a contributing employer to, a pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with their respective employees, whether or not subject to ERISA. All plans listed on Plans are in all material respects in compliance with all applicable provisions of ERISA and the Benefit regulations issued thereunder, the Code and the regulations issued thereunder, as well as with all other applicable laws, and have been administered, operated and managed in accordance with the governing documents. All Qualified Plans Schedule that are intended to qualify (the "Qualified Plans") qualified under Section 401(a) of the Code and have been determined by the Internal Revenue Service to be so qualified, and copies of the qualified or application for determination letters relating thereto are attached have been timely submitted to the Benefit Internal Revenue Service and nothing has occurred since the date of each Qualified Plan's most recent determination letter that would adversely affect such Plan's tax-qualified status. To the extent that any Qualified Plans Schedulehave not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within one hundred twenty (120) days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, STOCKHOLDERS; (ii) the Company, any Plan; or (iii) to the knowledge COMPANY (including any of the Stockholders, any other person, COMPANY's Subsidiaries) has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and no circumstances exist pursuant to which the Company has not incurred COMPANY (including any of the COMPANY's Subsidiaries) could have any direct or indirect liability for excise tax whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the PBGC under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty with respect to any plan now or hereinafter maintained or contributed to by the COMPANY or any member of a "controlled group" (as defined in Section 4001(a)(14) of ERISA) that includes the COMPANY; and neither the COMPANY (including any of the COMPANY's Subsidiaries) nor any member of a "controlled group" (as defined above) that includes the COMPANY currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14)), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except Further, except as set forth on the Benefit Plans Schedulein Schedule 5.20: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval a determination by the Internal Revenue ServiceService that such action does not adversely affect the tax-qualified status of such Qualified Plan; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Defined Benefit Plan, as of the Closing Date, shall equal or exceed the actuarial present value of all accrued pension benefits under any such Defined Benefit Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated Defined Benefit Plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(l) of ERISA and related regulations (relating to the knowledge benefit continuation rights imposed by "COBRA"), the COMPANY (including any of the StockholdersCOMPANY's Subsidiaries) and the STOCKHOLDERS have complied in all material respects (and on the Closing Date will have complied in all material respects) with all reporting, no circumstances exist pursuant disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to which such plans, and the Company could have COMPANY (including the COMPANY's Subsidiaries) has not incurred (and will not incur) any direct or indirect liability whatsoever and is not (including, but and will not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being be) subject to any statutory lien to secure payment loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the COMPANY (including any of the COMPANY's Subsidiaries) or the STOCKHOLDERS, at any time prior to the Closing Date, to comply with any such liabilityfederal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the COMPANY (including any of the COMPANY's Subsidiaries) or the STOCKHOLDERS with respect to such group health plans; (vi) The COMPANY (including any plan of the COMPANY's Subsidiaries) is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the COMPANY's knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, audit or any governmental or other proceeding, audit or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the Financial Statements as of the Balance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements to be not representative of prior periods; (ix) The COMPANY (including any of the COMPANY's Subsidiaries) has not incurred liability under Section 4062 of ERISA; (x) Each Qualified Plan that is listed as terminated on Schedule 5.19 was terminated in compliance with all applicable requirements of ERISA and the Code; (xi) Except for any Qualified Plan that is categorized on Schedule 5.19 as having been merged with another Qualified Plan, no Qualified Plan of the COMPANY (including any of the COMPANY's Subsidiaries) has been merged during the six years immediately before the Closing Date; (xii) Each Qualified Plan that is categorized on Schedule 5.19 as having been merged was merged in compliance with all applicable requirements of ERISA and the Code; (xiii) Apart from health benefits provided to former employees under Section 4980B of the Code and Part 6 of Title I(B) of ERISA, the COMPANY (including any of the COMPANY's Subsidiaries) has no obligation to provide health or medical benefits to anyone other than its active employees; (xiv) The COMPANY (including any of the COMPANY's Subsidiaries) does not sponsor, contribute to, or have any obligation to contribute to any voluntary employees beneficiary association, as described in Section 501(c)(9) of the Code; and (xv) that includes Except as set forth in Section 5.19, the Companyconsummation of the transactions contemplated hereby will not result in any obligation to pay any employee of the COMPANY (including any of the COMPANY's Subsidiaries) severance or termination benefits so long as such employee remains employed by the COMPANY (including any of the COMPANY's Subsidiaries) after the Closing Date.

Compliance with ERISA. All such plans listed on the Benefit Schedule 5.19 other than those plans which are Multiemployer Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code Code, are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDERS, any plan other personthan the Multiemployer Plans listed in Schedule 5.19, any fiduciary with respect to such plans, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan other than the Multiemployer Plans listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(a)(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationCorporation (other than for payment in the ordinary course). Except as set forth on the Benefit Plans ScheduleFurthermore: (i) there have been no terminations, partial terminations or discontinuations any discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 that is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan other than Multiemployer Plans listed in Schedule 5.19; (iv) the Benefit Plans ScheduleCOMPANY has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan Multiemployer Plan or the PBGC Pension Benefit Guaranty Corporation (other than for the payment of premiums in the ordinary course) under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule 5.19(a) that are intended to qualify under Section 401 (a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans ScheduleSchedule 5.19(a). Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) since January 1, 1992 have been timely filed or distributed, and copies thereof for have been made available to AmPaM. No such plan listed on Schedule 5.19(a) nor the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans on Schedule 5.19(a) has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except The Company further represents that except as set forth on the Benefit Plans ScheduleSchedule 5.20 hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans on Schedule 5.19(a) subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19(a); (iv) the Benefit Plans ScheduleCompany (including any Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19, nor COMPANY (including the COMPANY's Subsidiaries) has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and COMPANY (including the Company COMPANY's Subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except The STOCKHOLDERS further represent that except as set forth on the Benefit Plans ScheduleSchedule 5.19 hereto: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) COMPANY (including the Benefit Plans ScheduleCOMPANY's Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the StockholdersTo their best knowledge, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19, nor COMPANY (including the COMPANY's Subsidiaries) has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and COMPANY (including the Company COMPANY's Subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) COMPANY (including the Benefit Plans ScheduleCOMPANY's Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19. None of (i) the StockholdersSTOCKHOLDERS, (ii) the Companyany such plan listed in Schedule 5.19, or COMPANY (iiiincluding a COMPANY subsidiary) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY (including a COMPANY subsidiary) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans Schedule:In addition, (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans ScheduleSchedule 5.19; (iv) COMPANY (including a COMPANY subsidiary) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY (including a COMPANY subsidiary) could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on (a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans Schedule except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that are is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, and copies each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters relating thereto are attached but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (b) Except where failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Pension Plan has been terminated, nor has any unpaid minimum required contributions (as defined in Section 430 of the Code) (without regard to any waiver granted under Section 430 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan prior to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part due dates of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited such contributions under the provisions of Section 4975 430 of the Code or Section 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (c) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA. the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, or (C) failed to make a required contribution or payment to a Multiemployer Plan; (d) No plan listed Termination Event has occurred or is reasonably expected to occur; (e) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the Benefit Plans Schedule has incurred an accumulated funding deficiencyordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 412(a) of the Code and Section 302(13(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore currently maintained or contributed to by the Borrower or any entity other than the Company that isERISA Affiliate, (B) Pension Plan or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(BC) of the Code) that includes the CompanyMultiemployer Plan.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Neither Stockholders, any other person, has engaged in any transaction with any such plan listed in the Benefit Plans Schedule Schedule, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except The Stockholders further represent that except as set forth on the Benefit Plans ScheduleSchedule hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; (iv) the Company has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. Except as set forth on Schedule 5.20, All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the most recent determination letters relating with respect thereto are attached to the Benefit Plans ScheduleSchedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for of the past two years most recent reports and filing relating thereto are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Neither Stockholders, any other personsuch plan listed in Schedule 5.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except The Stockholders further represent that except as set forth on the Benefit Plans ScheduleSchedule 5.19 hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) the Benefit Plans ScheduleCompany (including any subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Company and the Stockholders, no circumstances exist pursuant to which the Company could would be reasonably likely to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of Schedule 5.21 hereof. No plan listed on Schedule 5.20, nor the Benefit Plans Schedule. None of (i) COMPANY, nor any STOCKHOLDER with respect to any such plan or the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANY and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) the COMPANY has not incurred liability under Section 4062 of ERISA; (v) the COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.19 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed on Schedule 5.19, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.19; (iv) the Benefit Plans ScheduleCOMPANY has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All employee benefit plans listed on the Benefit Plans in Section 4.22 of Partner Company Disclosure Schedule that are intended to qualify (the "“Qualified Plans"”) under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans included as part of Section 4.22 of Partner Company Disclosure Schedule. Except as disclosed on the Benefit Plans in Section 4.22 of Partner Company Disclosure Schedule, all reports and other documents required to be filed with any governmental agency Government Authority or distributed to plan participants or beneficiaries (including, but not limited to, including actuarial reports, audits or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to To the knowledge of the StockholdersPartner Company and Partner Company Stockholder, neither Partner Company Stockholder, nor any other personsuch plan listed in Section 4.22 of Partner Company Disclosure Schedule, nor any Subject Partner Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No employee benefit plan listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleFurthermore: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule that is subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "“reportable events" ” (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan employee benefit plans listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule; (d) no Subject Partner Company has incurred liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no circumstances exist pursuant to which the a Subject Partner Company could reasonably be expected to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax Tax or penalty, or being subject to any statutory lien Encumbrance to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity person other than the a Subject Partner Company that is, or at any time was, a member of a "“controlled group" ” (as defined in Section 412(n)(6)(B) of the Code) that includes the a Subject Partner Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDER, any other personsuch plan listed in Schedule 5.19, nor COMPANY (including the COMPANY's Subsidiaries) has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and COMPANY (including the Company COMPANY's Subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDER further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) COMPANY (including the Benefit Plans ScheduleCOMPANY's Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All AMCI represents to Compugraphics as to all its bonus, incentive compensation, stock option, deferred compensation, profit-sharing, retirement, pension, welfare, severance pay, supplemental income, group insurance, death benefit, or other fringe benefit plans, arrangements or trust agreements covering active, former or retired employees of AMCI (collectively, the "AMCI Plans"), any related summary plan, trust agreement and annuity or insurance contract, if any, and each plan's most recent annual report filed with the Internal Revenue Service, if any, the most recent reports with respect to such plans, trust agreements and annuity or insurance contracts filed with any governmental agency, all Internal Revenue Service determination letters that have been received with respect to such plans listed on that: (i) each AMCI Plan has been maintained and administered in material compliance with its terms and with the Benefit Plans Schedule requirements prescribed by any and all applicable statutes, orders, rules and regulations, and is, to the extent required by applicable law or contract, fully funded without having any deficit or unfunded actuarial liability; (ii) all required contributions under any such plans have been made and the applicable funds have been funded in accordance with the terms thereof and no past service funding liabilities exist thereunder; (iii) each AMCI Plan that are is required or intended to qualify be qualified under applicable law or registered or approved by a governmental agency or authority has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause, the appropriate governmental agency or authority to revoke such qualification, registration or approval; (iv) to the "Qualified Plans") extent applicable, the AMCI Plans comply, in all material respects, with the requirements of ERISA and the Code, and any AMCI Plan intended to be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, qualified and copies nothing has occurred to cause the loss of such qualified status; (v) no AMCI Plan is covered by Title IV of ERISA or Section 412 of the determination letters relating thereto Code; (vi) there are attached no pending or anticipated material claims against or otherwise involving any of the AMCI Plans and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of AMCI Plan activities) has been brought against or with respect to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Scheduleany AMCI Plan; (vii) all material contributions, all reports and other documents reserves or premium payments, required to be filed with any governmental agency or distributed made as of the date hereof to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) the AMCI Plans have been timely filed made or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of provided for; (iviii) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company AMCI has not incurred any liability for excise tax under subtitle C or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions D of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in "single-employer plan," within the Benefit Plans Schedulemeaning of Section 4001(a) of ERISA, currently or formerly maintained by AMCI; and (ivix) to the knowledge AMCI has not incurred any withdrawal liability under Subtitle E of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (x) AMCI has substantially performed all obligations, whether arising by law or heretofore maintained by contract, required to be performed by it in connection with the AMCI Plans; (xi) no act, omission or contributed transaction has occurred which would result in imposition on AMCI of (a) a civil penalty assessed pursuant to by any entity other than the Company that issubsections (c), (i) or at any time was(l) of Section 502 of ERISA, (b) breach of fiduciary duty liability damages under Section 409 of ERISA or (c) a member tax imposed pursuant to Chapter 43 of a "controlled group" (as defined in Section 412(n)(6)(B) Subtitle D of the Code; (xii) that includes in connection with the Companyconsummation of the transactions contemplated by this Agreement, no payments have or will be made hereunder, under the AMCI Plans or otherwise by AMCI which, in the aggregate, would result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code; and (xiii) AMCI does not have any obligations for retiree health and life benefits under any AMCI Plan, except as may be set forth on the AMCI Disclosure Schedule, and there are no restrictions on the rights of AMCI to amend or terminate any such AMCI Plan without incurring any liability thereunder.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualifiedqualified in form, and copies of the such determination letters relating thereto are attached have been delivered to the Benefit Plans ScheduleINVESTOR's counsel. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan participants or beneficiaries (including, but not limited towithout limitation, actuarial reports, audits or tax returnsForm 5500) have been timely filed or distributed, and copies thereof for the past two years have been provided to INVESTORS. To AIRNET's Knowledge, neither AIRNET, any such Benefit Plan, nor any "disqualified person" or "party in interest" as such terms are included as part defined in Section 4975 of the Benefit Plans Schedule. None Code or Section 3(14) of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, ERISA has engaged in any material transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; , and the Company AIRNET has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleAIRNET further represent that: (ia) there There have been no terminations, partial terminations or discontinuations any discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the No such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge AIRNET has not incurred liability under Section 4062 of the Stockholders, no ERISA; (e) No circumstances exist pursuant to which the Company AIRNET could have any material direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company AIRNET that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes AIRNET; (f) AIRNET is not now, nor can it as a result of its past activities become, liable to the CompanyPBGC or to any multi-employer employee pension benefit plan under the provisions of Title IV of ERISA; (g) All Benefit Plans and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; (h) All accrued contribution obligations of AIRNET with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of AIRNET as of the Balance Sheet Date. (i) No claim, lawsuit, arbitration or other action has been threatened, asserted, or instituted against any Benefit Plan or related trust, any trustee or fiduciaries thereof, AIRNET, or any director, officer or employee thereof; (j) No Benefit Plan is under audit or investigation by any Governmental Authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty; (k) Each Benefit Plan intended to meet requirements for tax-favored treatment under Sections 79, 106, 117, 120, 125, 127, 129 or 132 of the Code satisfies the applicable requirements under the Code; (l) With respect to each Benefit Plan that is funded fully or partially through an insurance policy, AIRNET has no material liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the Balance Sheet Date; (m) The consummation of the transactions contemplated by this Agreement will not give rise to any liability, including, without limitation, liability for severance pay, unemployment compensation or termination pay, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any current, former, or retired employee or their beneficiaries solely by reason of such transactions; (n) Except as set forth on Schedule 2.17(n), neither AIRNET nor any member of a "controlled group" which includes AIRNET maintains, contributes to, or in any way provides for any benefits of any kind whatsoever (other than under Section 4980B of the Code or Title I, Subtitle B, Part 6 of ERISA, the federal Social Security Act or a plan qualified under Section 401(a) of the Code) to any current or future retiree or terminated employee; (o) Neither AIRNET nor any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement or arrangement, or to modify or change any existing Benefit Plan; and (p) AIRNET has complied in all material respects with the requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA.

Compliance with ERISA. All plans Except as disclosed on Schedule 4.19, all such plans, agreements, arrangements and trusts of the Company that are currently maintained or contributed to by the Company or cover employees or former employees of the Company listed on the Benefit Plans Schedule 4.19 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans ScheduleSchedule 4.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports or tax returnsTax Returns) have been timely filed or distributed. Except as disclosed on Schedule 4.19, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the neither Stockholders, any other personsuch plan listed on Schedule 4.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Except as disclosed on Schedule 4.19, no such plan listed in the Benefit Plans on Schedule 4.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe Stockholders further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to of and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 4.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 4.19; (iv) the Benefit Plans ScheduleCompany has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi employer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All Except as set forth on Schedule 5.20, all such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the most recent determination letters relating with respect thereto are attached to the Benefit Plans ScheduleSchedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for of the past two years most recent reports and filing relating thereto are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) Neither the Stockholders, (ii) the Company, or (iii) to the knowledge of the Other Stockholders, any other personsuch plan listed in Schedule 5.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except The Stockholders further represent that except as set forth on the Benefit Plans ScheduleSchedule 5.19 hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) the Benefit Plans ScheduleCompany (including any subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Company and the Stockholders, no circumstances exist pursuant to which the Company could would be reasonably likely to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. Except as set forth on Schedule 5.20, All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the most recent determination letters relating with respect thereto are attached to the Benefit Plans ScheduleSchedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for of the past two years most recent reports and filing relating thereto are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Neither Stockholders, (ii) the Company, or (iii) to the knowledge of the Other Stockholders, any other personsuch plan listed in Schedule 5.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except The Stockholders further represent that except as set forth on the Benefit Plans ScheduleSchedule 5.19 hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) the Benefit Plans ScheduleCompany (including any subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Company and the Stockholders, no circumstances exist pursuant to which the Company could would be reasonably likely to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify Neither Company, any Controlled Group Member (as defined in Internal Revenue Code (the "Qualified PlansCode") under Section 401(a) of 414(n)(6)(B)), nor any business, subsidiary, division or operation acquired by Company or a Controlled Group Member in the Code last five years, ever have been determined by the Internal Revenue Service to be so qualifiedmaintained or sponsored, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited contributed to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of an employee pension benefit plan (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in ERISA Section 412(a3(2)) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule which is subject to the provisions of Title IV of ERISA. Except for the Plans, Company does not maintain or sponsor, nor is a contributing employer to, a pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees. Further: (i) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA"), Company and Stockholders have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and Company has been terminatedno (and will incur no) direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by Company or Stockholders or any of them, any time prior to the Closing Date to comply with any such federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against Company or Stockholders, or any of them with respect to such group health plans; (ii) attached hereto as Schedule 5.16(ii) is a copy of the claims history under Company's group health plan for the past three years; and (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any Plan which qualifies as a group health plan, such plan listed is fully insured and all premiums have been paid on a timely basis and are paid in full as of the Closing Date or, to the extent such plan is not fully insured, all self insured obligations have been met as of the Closing Date and are fully reflected in the Benefit Plans Schedule; and (iv) to plan's financial statements. To the knowledge extent that any of the StockholdersCompany's group health plans are retrospectively rated, there are no circumstances exist pursuant to which liabilities capable of assertion against the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV in respect of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companyclaims already incurred and present.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify Neither Company, any Controlled Group Member (as defined in Internal Revenue Code (the "Qualified PlansCode") under Section 401(a) of 414(n)(6)(B)), nor any business, subsidiary, division or operation acquired by Company or a Controlled Group Member in the Code last five years, ever have been determined by the Internal Revenue Service to be so qualifiedmaintained or sponsored, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited contributed to, actuarial reports, audits or tax returnsan employee pension benefit plan (as defined in ERISA Section 3(2)) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) which is subject to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 Title IV of ERISA. No plan listed Except for the Plans, Company does not maintain or sponsor, nor is a contributing employer to, a pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees. Further, except as reflected in the Benefit Plans documents listed on Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax 5.12 or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleSchedule 5.15: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA"), Company has complied (and on the Closing Date will have complied), in all material respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and Company has no plan listed in the Benefit Plans Schedule (and will not incur any) direct or indirect liability and Company is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by Company any time prior to the provisions Closing Date to comply with any such federal or state benefit continuation requirement, which is capable of Title IV of ERISA has been terminatedbeing assessed or asserted before or after the Closing Date directly or indirectly against Company with respect to such group health plans; (iii) there have been Company has no "reportable events" (and as that phrase is defined in Section 4043 a result of ERISAthis transaction will not incur any) retiree health care obligations to its employees; (iv) Company has no (and as a result of this transaction will not incur any) severance pay obligation to its employees and no severance pay will be due to any employee of Company as a result of the transaction contemplated herein; and (v) with respect to any Plan which qualifies as a group health plan, such plan listed is fully insured and all premiums have been paid on a timely basis or, to the extent such plan is not fully insured, all self insured obligations have been met as of the Closing Date and are fully reflected in the Benefit Plans Schedule; and (iv) to plan's financial statements. To the knowledge extent that any of the StockholdersCompany's group health plans are retrospectively rated, there are no circumstances exist pursuant to which the liabilities capable of assertion against Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV in respect of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companyclaims already incurred.

Compliance with ERISA. Except as set forth on Schedules 5.19 and 5.20, All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the most recent determination letters relating with respect thereto are attached to the Benefit Plans ScheduleSchedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for of the past two years most recent reports and filing relating thereto are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither Stockholder, any other personsuch plan listed in Schedule 5.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except The Stockholder further represents that except as set forth on the Benefit Plans ScheduleSchedule 5.19 hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) the Benefit Plans ScheduleCompany (including any subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the StockholdersCompany and the Stockholder, no circumstances exist pursuant to which the Company could would be reasonably likely to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof other than those reports required to be distributed to Plan participants and beneficiaries. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDERS, any other personsuch Benefit Plan, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe COMPANY further represents that: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge COMPANY has not incurred liability under Section 4062 of the Stockholders, ERISA; (e) no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY; (f) the COMPANY is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA; (g) all Benefit Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; and (h) all accrued contribution obligations of the COMPANY with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of the COMPANY as of the Balance Sheet Date.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof other than those reports required to be distributed to Plan participants and beneficiaries. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDERS, any other personsuch Benefit Plan, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe COMPANY further represents that: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge COMPANY has not incurred liability under Section 4062 of the Stockholders, ERISA; (e) no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY; (f) the COMPANY is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA; (g) all Benefit Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; and (h) all accrued contribution obligations of the COMPANY with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of the COMPANY as of the Balance Sheet Date.

Compliance with ERISA. All plans such Plans listed on the Benefit Plans Schedule 4.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been determined from their inception, so qualified and are the subject of a determination letter or notification letter issued by the Internal Revenue Service to be so qualifiedService, which letter covers the status of such Qualified Plans under the provisions of the Tax Reform Act of 1986, and copies of the determination such letters relating thereto are attached to the Benefit Plans ScheduleSchedule 4.19. Except as disclosed on the Benefit Plans ScheduleSchedule 4.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) Neither the Stockholders, (ii) any such Plan listed in Schedule 4.19, nor the CompanyCompany or, or (iii) to the knowledge of the Stockholders, any other person, person has engaged in any transaction with any plan listed in the Benefit Plans Schedule Plan which is prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA, and to which no exemption under the Code or ERISA applies. No plan such Plan listed in the Benefit Plans Schedule 4.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA, whether or not waived; and neither the Company nor, to the knowledge of the Stockholders, any other person has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor or any liability to the Pension Benefit Guaranty CorporationCorporation ("PBGC") with respect to any Plan or breached any fiduciary duty with respect to any Plan. Except The Company further represents that except as set forth on the Benefit Plans ScheduleSchedule 4.20 hereto: (i) With respect to any plan year for which the applicable statutes of limitations has not expired, there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan Plan listed in the Benefit Plans Schedule 4.19 is subject to the provisions of Title IV of ERISA has been terminatedERISA; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan Plan listed in the Benefit Plans Schedule; andSchedule 4.19; (iv) to the knowledge Company has not incurred liability under Section 4062 or Section 4069 of the Stockholders, ERISA; (v) no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company; and (vi) each Plan may be unilaterally terminated at any time by the Company without material liability to the Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the StockholdersNeither STOCKHOLDERS, (ii) the Companynor any plan listed in Schedule 5.19, or (iii) to the knowledge of the Stockholders, any other person, nor COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans ScheduleSchedule 5.19; (iv) COMPANY has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.COMPANY;

Compliance with ERISA. All plans listed on (a) The Company and each ERISA Affiliate have operated and administered each Plan in compliance with all applicable laws except for such instances of noncompliance as have not resulted in and could not reasonably be expected to result in a Material Adverse Effect. Neither the Benefit Plans Schedule that are intended Company nor any ERISA Affiliate has incurred any liability pursuant to qualify (Title I or IV of ERISA or the "Qualified Plans") under Section 401(a) penalty or excise tax provisions of the Code have been determined by the Internal Revenue Service relating to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries employee benefit plans (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) section 3 of ERISA), and no event, transaction or condition has occurred or exists that would reasonably be expected to result in the incurrence of any such liability by the Company or any ERISA Affiliate, or in the imposition of any Lien on any of the Code and Section 302(1) rights, properties or assets of ERISA; and the Company has not incurred or any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminationsERISA Affiliate, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist either case pursuant to which the Company could have any direct Title I or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any such penalty or excise tax provisions or penaltyto section 430 or 436 of the Code, other than such liabilities or being subject Liens as would not be individually or in the aggregate Material. The Company, on behalf of Wausau Paper ▇▇▇▇▇, LLC, is in discussions and expects to any statutory lien continue to secure payment be in discussions with the PBGC on the Series A Closing Day, concerning the PBGC's assertion of any such liability) liability under ERISA on the part of Wausau Paper ▇▇▇▇▇, LLC to two Plans sponsored by Wausau Paper ▇▇▇▇▇, LLC. The PBGC has asserted that as a result of certain cessations of manufacturing operations at the Company's New Hampshire facility on December 31, 2007 and the Company's Maine facility on May 31, 2009, Wausau Paper ▇▇▇▇▇, LLC became liable for certain obligations to the Plans relating to those facilities under ERISA Section 4062(e). The liability with respect to any plan now the New Hampshire facility Plan under ERISA Section 4062(e) was determined by the PBGC to be $900,000, and the liability with respect to the Maine facility Plan under ERISA Section 4062(e) was determined by the PBGC to be $5,500,000. These liabilities are anticipated to be satisfied through the use of credit balances and/or cash contributions over a three year period. While a final agreement with the PBGC has not yet been reached, the Company represents that these liabilities would not individually or heretofore maintained or contributed to by any entity in the aggregate be Material. (b) The funded percentage of each of the Plans (other than the Company that is, or at any time was, a member of a "controlled group" (Multiemployer Plans) determined as defined in Section 412(n)(6)(B) of the Code) that includes end of such Plan’s most recently ended plan year on the Company.basis of the actuarial assumptions specified for funding purposes in such Plan’s most recent actuarial valuation report, equals or exceeds 80%. The funded percentage shall be determined by dividing the aggregate current value of the assets of such Plan allocable to such Plan’s benefit liabilities by the present value of the aggregate benefit liabilities under such Plan. The term “

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of each COMPANY that are currently maintained or contributed to by such COMPANY or cover employees or former employees of such COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of the Benefit Plans ScheduleSchedule 5.21 hereof. None of (i) the StockholdersNo plan listed on Schedule 5.20, (ii) the Companynor any COMPANY, nor any STOCKHOLDER with respect to any such plan or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company each COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANIES and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) each COMPANY has not incurred liability under Section 4062 of ERISA; (v) each COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company any COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company a COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companysuch COMPANY.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) Neither the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersStockholder, any other person, has engaged in any transaction with any such plan listed in the Benefit Plans Schedule Schedule, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except The Stockholder further represents that except as set forth on the Benefit Plans ScheduleSchedule hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; (iv) the Company has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, The Borrower shall not and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with shall not permit any governmental agency or distributed to plan participants or beneficiaries (including, but not limited ERISA Affiliate to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of : (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged engage in any transaction in connection with which the Borrower or any plan listed in the Benefit Plans Schedule prohibited under the provisions ERISA Affiliate could reasonably be expected to be subject to either a civil penalty assessed pursuant to section 502(i) of Section ERISA or a tax imposed by section 4975 of the Code Code, terminate or Section 406 of ERISA. No plan listed withdraw from any Employee Benefit Plan (other than a Multiemployer Plan) in the Benefit Plans Schedule has incurred an accumulated funding deficiencya manner, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred or take any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) other action with respect to any such plan listed in the Employee Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever Plan (including, but not limited towithout limitation, a substantial cessation of business operations or an amendment of an Employee Benefit Plan within the meaning of section 4041(e) of ERISA), which could reasonably be expected to result in any liability of the Company or any ERISA Affiliate to the PBGC, to the Department of Labor or to a trustee appointed under section 4042(b) or (c) of ERISA, incur any liability to any multiemployer plan or the PBGC on account of a withdraw from or a termination of an Employee Benefit Plan under Title IV section 4063 or 4064 of ERISA, incur any liability for post-retirement benefits under any and all welfare benefit plans (as defined in section 3(1) of ERISA) other than as required by applicable statute, fail to make full payment when due of all amounts which, under the provisions of any Employee Benefit Plan or applicable Law, the Borrower or any ERISA or Affiliate is required to the Internal Revenue Service for any excise tax or penaltypay as contributions thereto, or being subject permit to exist any statutory lien to secure payment of any such liability) Accumulated Funding Deficiency, whether or not waived, with respect to any plan now or heretofore maintained or contributed to by any entity Employee Benefit Plan (other than the Company a Multiemployer Plan); provided, however, that issuch engagement, termination, withdrawal, action, incurrence, failure or at any time waspermitting shall not be deemed to have violated this clause (i) unless such engagement, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.termination, withdrawal, action,

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service IRS to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited towithout limitation, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof that have been filed for the past two tax years 1995, 1996 and 1997 are included as part of the Benefit Plans ScheduleSchedule 5.20 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19 or administrator thereof, nor COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA or any other breach of fiduciary responsibility that could subject STOCKHOLDERS, such administrator or COMPANY to a tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under Section 502(i) of ERISA. No such plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service IRS nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleIt is further represented and warranted that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue ServiceIRS; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans ScheduleSchedule 5.19; (iv) COMPANY has not incurred any liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited towithout limitation, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service IRS for any excise tax or penalty), or being be subject to any statutory lien to secure payment of any such liability) liability with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19, nor COMPANY (including the COMPANY's Subsidiaries) has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and COMPANY (including the Company COMPANY's Subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) COMPANY (including the Benefit Plans ScheduleCOMPANY's Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on Plans are in substantial compliance with --------------------- all applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto are attached letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, have been delivered to USFLORAL. To the Benefit extent that any Qualified Plans Schedulehave not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, STOCKHOLDERS; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA, except for transactions for which an individual class exemption exists under Section 4975 of the Code or Section 408 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY currently has no (and at the Closing Date will not incurred have) direct or indirect liability whatsoever (including being subject to any liability for excise tax statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and neither the COMPANY nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently have (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, terminations or partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were required to be reported and were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge benefit continuation rights imposed by "COBRA"), the COMPANY has complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and the COMPANY has (and will incur) no direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of the Stockholdersfederal income tax deduction or other sanction, no circumstances exist pursuant to which the Company could have arising on account of or in respect of any direct or indirect liability whatsoever (including, but not limited to, failure by the COMPANY at any liability to any multiemployer plan or the PBGC under Title IV of ERISA or time prior to the Internal Revenue Service for any excise tax or penaltyClosing Date, or being subject to any statutory lien to secure payment of comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the COMPANY with respect to any plan now or heretofore maintained or contributed to by any entity other than such group health plans; (vi) the Company that is, or at any time was, COMPANY is a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14) which is described on Schedule 6.19 attached hereto; (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the best of STOCKHOLDERS' knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof, except routine claims for benefits; (viii) the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements not to be representative of the expense of such Plans as of the Balance Sheet Date; and (ix) that includes the CompanyCOMPANY has never incurred liability under Section 4062 of ERISA.

Compliance with ERISA. All plans listed on Schedule 5.19 to the Benefit Plans Schedule ASH Disclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached included as part of Schedule 5.19 to the Benefit Plans ScheduleASH Disclosure Letter. Except as disclosed on Schedule 5.20 to the Benefit Plans ScheduleASH Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 5.19 to the Benefit Plans ScheduleASH Disclosure Letter. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, stockholders has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in Schedule 5.19 to the Benefit Plans Schedule ASH Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company ASH has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on ASH and the Benefit Plans ScheduleShareholders further represent that: (i) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no No plan listed in Schedule 5.19 to the Benefit Plans Schedule ASH Disclosure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19 to the Benefit Plans ScheduleASH Disclosure Letter; (iv) ASH has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company ASH could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company ASH that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyASH.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule 5.19(a) that are intended to qualify under Section 401 (a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Schedule. Schedule 5.19 (a) Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) since January 1, 1992 have been timely filed or distributed, and copies thereof for have been made available to AmPaM. No such plan listed on Schedule 5.19(a) nor the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans on Schedule 5.19(a) has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except The Company further represents that except as set forth on the Benefit Plans ScheduleSchedule 5.20 hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans on Schedule 5.19(a) subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19(a); (iv) the Benefit Plans ScheduleCompany (including any Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans Benefit Plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 5.19 hereof other than those reports required to be distributed to Plan participants and beneficiaries. Neither the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDER, any other personBenefit Plan, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe COMPANY further represents that: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan Benefit Plan listed in the Benefit Plans on Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge COMPANY has not incurred liability under Section 4062 of the Stockholders, ERISA; (e) no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY; (f) the COMPANY is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA; (g) all Benefit Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; and (h) all accrued contribution obligations of the COMPANY with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of the COMPANY as of the Balance Sheet Date.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of each COMPANY that are currently maintained or contributed to by such COMPANY or cover employees or former employees of such COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of the Benefit Plans ScheduleSchedule 5.21 hereof. None of (i) the StockholdersNo plan listed on Schedule 5.20, (ii) the Companynor any COMPANY, nor any STOCKHOLDER with respect to any such plan or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company each COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANIES and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) each COMPANY has not incurred liability under Section 4062 of ERISA; (v) each COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company any COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company a COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.a

Compliance with ERISA. All plans listed on Plans are in substantial compliance with --------------------- all applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto are attached letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, have been delivered to USFLORAL. To the Benefit extent that any Qualified Plans Schedulehave not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, STOCKHOLDERS; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, COMPANIES has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA, except for transactions for which an individual class exemption exists under Section 4975 of the Code or Section 408 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANIES currently has no (and at the Closing Date will not incurred have) direct or indirect liability whatsoever (including being subject to any liability for excise tax statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and neither the COMPANIES nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently have (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, terminations or partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) prior to the Closing Date, no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were required to be reported and were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Code and Section 607(1) of ERISA and related regulations (relating to the knowledge benefit continuation rights imposed by "COBRA"), the COMPANIES have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and the COMPANIES have (and will incur) no direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of the Stockholdersfederal income tax deduction or other sanction, no circumstances exist pursuant to which the Company could have arising on account of or in respect of any direct or indirect liability whatsoever (including, but not limited to, failure by the COMPANIES at any liability to any multiemployer plan or the PBGC under Title IV of ERISA or time prior to the Internal Revenue Service for any excise tax or penaltyClosing Date, or being subject to any statutory lien to secure payment of comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the COMPANIES with respect to any plan now or heretofore maintained or contributed to by any entity other than such group health plans; (vi) the Company that is, or at any time was, COMPANIES are a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14) which is described on Schedule 6.19 attached hereto; (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the best of STOCKHOLDERS' knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof, except routine claims for benefits; (viii) the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements not to be representative of the expense of such Plans as of the Balance Sheet Date; and (ix) that includes the CompanyCOMPANIES have never incurred liability under Section 4062 of ERISA.

Compliance with ERISA. All plans of the Plans listed on the Benefit Plans Schedule 4.18 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code (the “Qualified Plans”) are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and true, correct and complete copies of the such determination letters relating thereto are attached have been delivered to the Benefit Plans ScheduleBuckeye. Except as disclosed on the Benefit Plans ScheduleSchedule 4.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and true, correct and complete copies thereof for the past two years are included as part of the Benefit Plans Schedulehave been delivered to Buckeye. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither any Stockholder, any other person, Plan listed in Schedule 4.18 nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan Plan listed in the Benefit Plans Schedule 4.18 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred and does not have any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleIn addition: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan Plan listed in the Benefit Plans Schedule 4.18 subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "“reportable events" ” (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan Plan listed in Schedule 4.18; (d) the Benefit Plans ScheduleCompany has not incurred and does not have any liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "“controlled group" ” (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and true, correct and complete copies of the such determination letters relating thereto are attached have been delivered to Parent by the Benefit Plans ScheduleCompany. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and true, correct and complete copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) have been delivered by the Company, or (iii) to . Neither the knowledge of the Stockholders, Company nor any other person, Plan has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiencydeficiency (whether or not waived), as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans Schedule: (i) The Company further represents that: there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) ; no plan listed in the Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iii) ; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Plan; neither the Benefit Plans ScheduleCompany nor any member of its Controlled Group has incurred liability under Sections 4062 or 4069 of ERISA; and (iv) to the knowledge of the Stockholders, and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity member of the Controlled Group. The Company is not subject to any legal, contractual, equitable, or other than obligation to (i) establish as of any date any employee benefit plan of any nature, including, without limitation, any pension, profit sharing, welfare, post-retirement welfare, stock option, stock or cash award, non-qualified deferred compensation or executive compensation plan, policy or practice or (ii) continue any employee benefit plan of any nature, including, without limitation any employee benefit or any other pension, profit sharing , welfare, or post-retirement welfare, plan, or any stock option, stock or cash award, non-qualified deferred compensation or executive compensation plan, policy or practice (or to continue their participation in any such benefit plan, policy or practice) on or after the Closing Date; and (b) the Company that ismay, in any manner, and without the consent of any employee, beneficiary or at other person, terminate, modify or amend any time wassuch employee benefit plan or any other plan, a member program or practice (or its participation in such employee benefit plan or any other plan, program or practice) effective as of a "controlled group" (as defined in Section 412(n)(6)(B) of any date before, on or after the Code) that includes the CompanyClosing Date, subject to any right which may have vested under any such plan, program or practice.

Compliance with ERISA. None of the Company, any Controlled Group Member (as defined in Code Section 414(n)(6)(B)), nor any business, subsidiary, division or operation acquired by Company or a Controlled Group Member in the last five years, ever have maintained or sponsored, or contributed to, an employee pension benefit plan (as defined in ERISA Section 3(2)) which is subject to the provisions of Title IV of ERISA. Except for the Plans, Company does not maintain or sponsor, nor is a contributing employer to, a pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees. All plans listed on Plans are in substantial compliance with all applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other laws applicable to such Plans, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto letters, most recent Form 5500, or, as applicable, Form 5500-C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are attached included as part of Schedule 5.12 hereof. To the extent that any Qualified Plans have not been amended to comply with the Benefit laws and regulations applicable to such Plan, the remedial amendment period permitting retroactive amendment of such Qualified Plans Schedulehas not expired and will not expire within 120 days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, Seller; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other personCompany, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the benefit continuation rights imposed by "COBRA"), Company and Seller have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and Company has no plan listed in the Benefit Plans Schedule (and will not incur any) direct or indirect liability and Company is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by Company or Seller or any of them, any time prior to the provisions Closing Date to comply with any such federal or state benefit continuation requirement, which is capable of Title IV being assessed or asserted before or after the Closing Date directly or indirectly against Company or Seller, or any of ERISA has been terminatedthem with respect to such group health plans; (iii) there have been the Financial Statements reflect the approximate total pension, medical and other benefit expense for all Plans for the periods covered by the applicable Financial Statement, and no "reportable events" material funding changes or irregularities are reflected thereon which would cause such Financial Statements to be not representative of most prior periods; (iv) attached hereto as that phrase Schedule 5.12(iv) is defined in Section 4043 a copy of ERISAthe claims history under Company's group health plan for the past three years; (v) Company has no (and will not incur any) retiree health care obligations to its employees; and (vi) with respect to any Plan which qualifies as a group health plan, such plan listed is fully insured and all premiums have been paid on a timely basis and are paid in full as of the Closing Date or, to the extent such plan is not fully insured, all self insured obligations have been met as of the Closing Date and are fully reflected in the Benefit Plans Schedule; and (iv) to plan's financial statements. To the knowledge extent that any of the StockholdersCompany's group health plans are retrospectively rated, there are no circumstances exist pursuant to which the liabilities capable of assertion against Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV in respect of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companyclaims already incurred and present.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of each COMPANY that are currently maintained or contributed to by such COMPANY or cover employees or former employees of such COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of the Benefit Plans ScheduleSchedule 5.21 hereof. None of (i) the StockholdersNo such plan listed on Schedule 5.20, (ii) the Companynor any COMPANY, nor any STOCKHOLDER with respect to any such plan or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company each COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANIES and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) each COMPANY has not incurred liability under Section 4062 of ERISA; (v) each COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company any COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company a COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companysuch COMPANY.

Compliance with ERISA. All plans listed on (a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans Schedule except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that are is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, and copies each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters relating thereto are attached but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; LEGAL02/33558006v8 (b) Except where failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Pension Plan has been terminated, nor has any unpaid minimum required contributions (as defined in Section 430 of the Code) (without regard to any waiver granted under Section 430 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan prior to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part due dates of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited such contributions under the provisions of Section 4975 430 of the Code or Section 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (c) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA. the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, or (C) failed to make a required contribution or payment to a Multiemployer Plan; (d) No plan listed Termination Event has occurred or is reasonably expected to occur; (e) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the Benefit Plans Schedule has incurred an accumulated funding deficiencyordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 412(a) of the Code and Section 302(13(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore currently maintained or contributed to by the Borrower or any entity other than the Company that isERISA Affiliate, (B) Pension Plan or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(BC) of the Code) that includes the CompanyMultiemployer Plan.

Compliance with ERISA. All plans listed on (a) Schedule 5.19 heretofore delivered to Purchaser and certified as true and correct by the Benefit Plans Schedule that are intended to qualify (the President of Drew, sets forth a complete and correct list of all "Qualified Plansemployee pension benefit plans" and "employee welfare benefit plans" as defined respectively in Sections 3(2) under Section 401(aand 3(i) of the Code have been determined by the Internal Revenue Service to be so qualifiedERISA, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, including "multiemployer plans" as defined in Section 412(a) of the Code and Section 302(13(37) of ERISA; , and the Company has not incurred any liability for excise tax other pension, profit sharing, retirement, deferred compensation, vacation, severance, disability, hospitalization, medical insurance or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer other employee benefit plan or the PBGC under Title IV of ERISA program, if any, which Drew or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any other entity other than the Company that is, or at any time was, a member which constitutes part of a "controlled group" (within the meaning of Section 4001(b) of ERISA and/or Sections 414(b)-(o) of the Code and the Treasury Regulations proposed thereunder) which Drew maintains or to which Drew has any present or future obligation to contribute (collectively, the "Drew Plans"). Shareholders have caused Drew to deliver to Purchaser true and complete copies of all Drew Plans (including other instruments relating thereto), if any, as they may have been amended to the date hereof, embodying, relating to or summarizing the Drew Plans. Shareholders have made available to Purchaser, where applicable, the most recent annual report (Form 5500) filed (including audited financial statement) and the most recent summary plan description with respect to each Drew Plan. (b) Other than those employee pension benefit plans set forth on Schedule 5.19, Drew maintains no "employee pension benefit plan" as defined in ERISA Section 3(2) for the benefit of Drew's employees and has maintained no such plan during any part of the past five (5) years. (c) Drew has no current obligation, nor has Drew ever in the past had any obligation, to contribute to any "multiemployer" plan, as defined in Section 412(n)(6)(B3(37) of ERISA. (d) Drew is in compliance in all material respects with the requirements prescribed by any and all statutes, orders, governmental rules or regulations applicable to the Drew Plans and all reports and disclosures relating to the Drew Plans required to be filed with or furnished to governmental agencies, participants or beneficiaries prior to the date of this Agreement have been filed in accordance with applicable law. (e) There are no actions, audits, suits or claims pending (other than routine claims for benefits) or, to the knowledge of the Shareholders, threatened, against any of the Drew Plans or any fiduciary of any of the Drew Plans or against the assets of any of the Drew Plans. (f) The consummation of the transactions contemplated hereby will not accelerate any liability under any of the benefit plans because of an acceleration of any rights or benefits to which employees or any of them may be entitled thereunder. (g) With respect to any Drew Plan that is an "employee welfare benefit plan" within the meaning of Section 3(1) of ERISA ("Drew Welfare Plan") (i) each such Drew Welfare Plan, the contributions to which are claimed as a deduction under any provision of the Code, is in compliance in all material respects with all applicable requirements pertaining to such deduction, (ii) with respect to any "welfare benefit fund" within the meaning of Section 419 of the Code that comprises part of a Drew Welfare Plan, there is no disqualified benefit within the meaning of Section 4976(a) of the Code, (iii) any such Drew Welfare Plan that includes is a "group health plan" within the Companymeaning of Section 5000(b)(1) of the Code meets all of the requirements of Section 4980B(f) of the Code. (h) Except as disclosed on Schedule 5.19 hereto or as may be required under Section 4980B(f) of the Code, Drew has no obligation to any retired or former employee under any disability (long or short term), hospitalization, medical, dental or life insurance plans (whether insured or self-insured) or other employee welfare benefit plan as defined in ERISA Section 3(1) which is maintained by Drew.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualifiedqualified in form, and copies of the such determination letters relating thereto are attached have been delivered to the Benefit Plans ScheduleCONDOR's counsel. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for have been provided to CONDOR. Neither the past two years INDIVIDUAL SELLERS, any such Benefit Plan, TITAN, nor any "disqualified person" or "party in interest" as such terms are included as part defined in Section 4975 of the Benefit Plans Schedule. None Code or Section 3(14) of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, ERISA has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; , and the Company TITAN has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe INDIVIDUAL SELLERS further represent that: (ia) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the No such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge TITAN has not incurred liability under Section 4062 of the Stockholders, no ERISA; (e) No circumstances exist pursuant to which the Company TITAN could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company TITAN that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes TITAN; (f) TITAN is not now, nor can it as a result of its past activities become, liable to the CompanyPBGC or to any multi-employer employee pension benefit plan under the provisions of Title IV of ERISA; (g) All Benefit Plans and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; (h) All accrued contribution obligations of TITAN with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of TITAN as of the Balance Sheet Date. (i) No claim, lawsuit, arbitration or other action has been threatened, asserted, or instituted against any Benefit Plan or related trust, any trustee or fiduciaries thereof, TITAN, or any director, officer or employee thereof; (j) No Benefit Plan is under audit or investigation by any Governmental Authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty; (k) Each Benefit Plan intended to meet requirements for tax-favored treatment under Sections 79, 106, 117, 120, 125, 127, 129 or 132 of the Code satisfies the applicable requirements under the Code; (l) With respect to each Benefit Plan that is funded fully or partially through an insurance policy, TITAN has no liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the Balance Sheet Date; (m) The consummation of the transactions contemplated by this Agreement will not give rise to any liability, including, without limitation, liability for severance pay, unemployment compensation or termination pay, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any current, former, or retired employee or their beneficiaries solely by reason of such transactions; (n) Neither TITAN nor any member of a "controlled group" which includes TITAN maintains, contributes to, or in any way provides for any benefits of any kind whatsoever (other than under Section 4980B of the Code or Title I, Subtitle B, Part 6 of ERISA, the federal Social Security Act or a plan qualified under Section 401(a) of the Code) to any current or future retiree or terminated employee; (o) Neither TITAN nor any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement or arrangement, or to modify or change any existing Benefit Plan; and (p) TITAN has complied in all respects with the requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA.

Compliance with ERISA. All plans to be listed on the Benefit Plans Schedule 4.15 to Winco Disclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached shall be included as part of Schedule 4.15 to the Benefit Plans ScheduleWinco Disclosure Letter. Except as will be disclosed on the Benefit Plans ScheduleSchedule 4.16 to Winco Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are will be included as part of the Benefit Plans ScheduleSchedule 4.15 to Winco Disclosure Letter. None of (i) the StockholdersNeither Winco, (ii) the CompanyWMC, WSC or (iii) to the knowledge of the Stockholders, any other person, Winco stockholder has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan to be listed in the Benefit Plans Schedule 4.15 to Winco Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Winco has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule:. (ia) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no No plan to be listed in the Benefit Plans Schedule 4.15 to Winco Disclosure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan to be listed in the Benefit Plans ScheduleSchedule 4.15 to Winco Disclosure Letter; (d) Winco has not incurred liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company Winco could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company Winco that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyWinco.

Compliance with ERISA. All (a) BSI has delivered to, or upon request will deliver to, Sun copies of the health and life insurance plans, bonus, deferred compensation, pension, profit sharing and retirement plans and all other employee benefit plans, programs or arrangements providing benefits for employees (or former employees) of BSI, all of which are listed on Section 2.1.7.8 of the Benefit Plans Schedule that are intended to qualify BSI Disclosure Statement (the "Qualified BSI Benefit Plans") under Section 401(a) ); a copy of the Code have been determined by most recent favorable determination letter received with respect to a BSI Benefit Plan from the Internal Revenue Service to be so qualified, and copies of (if the determination letters relating thereto are attached to plan is a tax-qualified plan under the Benefit Plans Schedule. Except as disclosed on Code); the Benefit Plans Schedule, all reports and other documents required to be most recent annual report (Form 5500) filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor with respect to each BSI Benefit Plan (if any liability to such report was required); and the Pension most recent summary plan description for each BSI Benefit Guaranty CorporationPlan for which a summary plan description is required. Except as set forth on Each of the BSI Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; administered and maintained in material compliance with the requirements of the Employee Retirement Income Security Act of 1974, as amended (iii) there have been "ERISA"), and, if applicable, the Code and all other applicable laws. There is no "reportable eventsaccumulated funding deficiency" (as that phrase such term is defined in Section 4043 302 of ERISAERISA or Section 412 of the Code) with respect to any such plan listed in the a BSI Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company Plan that is, or at any time was, a member of a is an "controlled groupemployee pension benefit plan" (as defined in Section 412(n)(6)(B3(2) of ERISA), and there has been no application for a waiver of the Codeminimum funding standards imposed by Code Section 412 with respect to any such plan. There are no pending or, to the knowledge of BSI, threatened claims by or on behalf of the BSI Benefit Plans, the United States Department of Labor, the Internal Revenue Service, or by any current or former employee of BSI or beneficiary of such current or former employee alleging a breach of any fiduciary duties or a violation of applicable state or federal law which could result in a material liability on the part of BSI or a BSI Benefit Plan under ERISA or any other law (other than benefit claims and funding obligations in the ordinary course of business). BSI has not suffered or otherwise caused a "complete withdrawal" or "partial withdrawal," as such terms are respectively defined in Sections 4203 and 4205 of ERISA, from any Multiemployer Pension Plan, as such term is defined in Section 3(37) that includes of ERISA; BSI is not a party to any such Multiemployer Pension Plan. (b) Except as set forth in Section 2.1.17 of the CompanyBSI Disclosure Statement, (i) neither BSI nor any BSI Subsidiary is a party to any collective bargaining agreement or other labor agreement with any union or labor organization; (ii) to the knowledge of BSI, there is no current union representation election or controversy involving employees of BSI or any of the BSI Subsidiaries, nor does BSI know of any activity or proceeding of any labor organization (or representative thereof) or employee group (or representative thereof) to organize any such employees; (iii) there is no material unfair labor practice charge or material grievance arising out of a collective bargaining agreement or other material grievance procedure against BSI or any of the BSI Subsidiaries pending, or to the knowledge of BSI, threatened; (iv) there is no material complaint, lawsuit or proceeding in any forum by or on behalf of any present or former employee, any applicant for employment or classes of the foregoing alleging breach of any express or implied contract of employment, any law or regulation governing employment or the termination thereof or other discriminatory, wrongful or tortious conduct in connection with the employment relationship against BSI or any of the BSI Subsidiaries pending, or to the knowledge of BSI, threatened; (v) there is no strike, dispute, slowdown, work stoppage or lockout pending, or to the knowledge of BSI , threatened, against or involving BSI or any of the BSI Subsidiaries; (vi) BSI and the BSI Subsidiaries are in compliance in all material respects with all applicable laws respecting employment and employment practices, terms and conditions of employment, wages, hours of work and occupational safety and health; and (vii) there is no proceeding, claim, suit, action or governmental investigation pending or, to the knowledge of BSI, threatened, in respect of which any director, officer, employee or agent of BSI or any of the BSI Subsidiaries is or may be entitled to claim indemnification from BSI or any of the BSI Subsidiaries pursuant to their respective articles of incorporation or bylaws or as provided in any indemnification agreements.

Compliance with ERISA. All plans listed on Schedule 3.15 to the Benefit Plans Schedule NIS▇▇ ▇▇sclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached included as part of Schedule 3.15 to the Benefit Plans ScheduleNIS▇▇ ▇▇sclosure Letter. Except as disclosed on Schedule 3.16 to the Benefit Plans ScheduleNIS▇▇ ▇▇sclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 3.15 to the Benefit Plans ScheduleNIS▇▇ ▇▇sclosure Letter. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, NIS▇▇ ▇▇ockholders has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in Schedule 3.15 to the Benefit Plans Schedule NIS▇▇ ▇▇sclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has NIS▇▇ ▇▇s not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule:. (i) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no No plan listed in Schedule 3.15 to the Benefit Plans Schedule NIS▇▇ ▇▇sclosure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 3.15 to the Benefit Plans ScheduleNIS▇▇ ▇▇sclosure Letter; (iv) NIS▇▇ ▇▇s not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company could NIS▇▇ ▇▇uld have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that NIS▇▇ ▇▇at is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyNIS▇▇.

Compliance with ERISA. All plans listed on Plans are in substantial compliance with all --------------------- applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are attached included as part of Schedule 6.18. To the extent that any Qualified Plans have not been amended to comply with applicable law, the Benefit remedial amendment period permitting retroactive amendment of such Qualified Plans Schedulehas not expired and will not expire within 120 days after the Closing Date. Except as disclosed set forth on the Benefit Plans ScheduleSchedule 6.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed. Except as set forth on Schedule 6.19, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of none of: (i) the Stockholders, ; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company currently has no (or at the Closing Date will not incurred have) any direct or indirect liability for excise tax whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) except as set forth on Schedule 6.19, with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge of the Stockholdersbenefit continuation rights imposed by "COBRA"), no circumstances exist pursuant to which the Company could and the Stockholders have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and, except as set forth on Schedule 6.19, the Company has (and will incur) no direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect liability whatsoever (includingfailure by the Company and the Stockholders, but not limited toat any time prior to the Closing Date, to comply with any liability to any multiemployer plan such federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the Company or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) Stockholders with respect to any plan such group health plans; (vi) The Company is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) except as set forth on Schedule 6.19, there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the best of each Stockholder's knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) except as set forth on Schedule 6.19, the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements to be not representative of most prior periods; and (ix) that includes the CompanyThe Company has not incurred liability under Section 4062 of ERISA.

Compliance with ERISA. All plans listed on (a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans Schedule except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that are is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, and copies each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters relating thereto are attached but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (b) Except where failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Pension Plan has been terminated, nor has any unpaid minimum required contributions (as defined in Section 430 of the Code) (without regard to any waiver granted under Section 430 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan prior to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part due dates of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited such contributions under the provisions of Section 4975 430 of the Code or Section 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (c) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA. the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC LEGAL02/33561677v8 which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, or (C) failed to make a required contribution or payment to a Multiemployer Plan; (d) No plan listed Termination Event has occurred or is reasonably expected to occur; (e) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the Benefit Plans Schedule has incurred an accumulated funding deficiencyordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 412(a) of the Code and Section 302(13(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore currently maintained or contributed to by the Borrower or any entity other than the Company that isERISA Affiliate, (B) Pension Plan or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(BC) of the Code) that includes the CompanyMultiemployer Plan.

Compliance with ERISA. All plans such Plans listed on the Benefit Plans Schedule 4.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been determined from their inception, so qualified and are the subject of a determination letter or notification letter issued by the Internal Revenue Service to be so qualifiedService, which letter covers the status of such Qualified Plans under the provisions of the Tax Reform Act of 1986, and copies of the determination such letters relating thereto are attached to the Benefit Plans ScheduleSchedule 4.19. Except as disclosed on the Benefit Plans ScheduleSchedule 4.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) Neither the Stockholders, (ii) any such Plan listed in Schedule 4.19, nor the CompanyCompany or, or (iii) to the knowledge of the Stockholders, any other person, person has engaged in any transaction with any plan listed in the Benefit Plans Schedule Plan which is prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA, and to which no exemption under the Code or ERISA applies. No plan such Plan listed in the Benefit Plans Schedule 4.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA, whether or not waived; and neither the Company nor, to the knowledge of the Stockholders, any other person has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor or any liability to the Pension Benefit Guaranty CorporationCorporation ("PBGC") with respect to any Plan or breached any fiduciary duty with respect to any Plan. Except The Company further represents that except as set forth on the Benefit Plans ScheduleSchedule 4.20 hereto: (i) With respect to any plan year for which the applicable statutes of limitations has not expired, there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan Plan listed in the Benefit Plans Schedule 4.19 is subject to the provisions of Title IV of ERISA has been terminatedERISA; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan Plan listed in the Benefit Plans Schedule; andSchedule 4.19; (iv) to the knowledge Company has not incurred liability under Section 4062 or Section 4069 of the Stockholders, ERISA; (v) no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company; and (vi) each Plan may be unilaterally terminated at any time by the Company without material liability to the Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service IRS to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited towithout limitation, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof that have been filed for the past two tax years 1995 and 1996 are included as part of the Benefit Plans ScheduleSchedule 5.20 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19 or administrator thereof, nor COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA or any other breach of fiduciary responsibility that could subject STOCKHOLDERS, such administrator or COMPANY to a tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under Section 502(i) of ERISA. No such plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding finding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service IRS nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleIt is further represented and warranted that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue ServiceIRS; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans ScheduleSchedule 5.19; (iv) COMPANY has not incurred any liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited towithout limitation, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service IRS for any excise tax or penalty), or being be subject to any statutory lien to secure payment of any such liability) liability with respect to any 16 22 plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All employee benefit plans listed on the Benefit Plans in Section 4.22 of Partner Company Disclosure Schedule that are intended to qualify (the "“Qualified Plans"”) under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans included as part of Section 4.22 of Partner Company Disclosure Schedule. Except as disclosed on the Benefit Plans in Section 4.22 of Partner Company Disclosure Schedule, all reports and other documents required to be filed with any governmental agency Government Authority or distributed to plan participants or beneficiaries (including, but not limited to, including actuarial reports, audits or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to To the knowledge of the Stockholderseach Partner Company and Partner Company Stockholder, neither Partner Company Stockholder, nor any other personsuch plan listed in Section 4.22 of Partner Company Disclosure Schedule, nor any Subject Partner Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No employee benefit plan listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleFurthermore: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule that is subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "“reportable events" ” (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan employee benefit plans listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule; (d) no Subject Partner Company has incurred liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no circumstances exist pursuant to which the a Subject Partner Company could reasonably be expected to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax Tax or penalty, or being subject to any statutory lien Encumbrance to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity person other than the a Subject Partner Company that is, or at any time was, a member of a "“controlled group" ” (as defined in Section 412(n)(6)(B) of the Code) that includes the a Subject Partner Company.

Compliance with ERISA. All plans listed on Plans are in substantial compliance with all --------------------- applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are attached included as part of Schedule 6.18. To the extent that any Qualified Plans have not been amended to comply with applicable law, the Benefit remedial amendment period permitting retroactive amendment of such Qualified Plans Schedulehas not expired and will not expire within 120 days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, ; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has does not incurred currently have (nor at the Closing Date will have) any direct or indirect liability for excise tax whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and neither the Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi- employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge of the Stockholdersbenefit continuation rights imposed by "COBRA"), no circumstances exist pursuant to which the Company could and the Stockholders have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and the Company has no (and will incur no) direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan failure by the Company or the PBGC under Title IV of ERISA or Stockholders, at any time prior to the Internal Revenue Service for any excise tax or penaltyClosing Date, or being subject to any statutory lien to secure payment of comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the Company or the Stockholders with respect to any plan such group health plans; (vi) The Company is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the Stockholders' knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements to be not representative of most prior periods; and (ix) that includes the CompanyThe Company has not incurred liability under Section 4062 of ERISA.

Compliance with ERISA. All plans listed on Schedule 5.19 to the Benefit Plans Schedule BPI Disclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached included as part of Schedule 5.19 to the Benefit Plans ScheduleBPI Disclosure Letter. Except as disclosed on Schedule 5.20 to the Benefit Plans ScheduleBPI Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 5.19 to the Benefit Plans ScheduleBPI Disclosure Letter. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, stockholders has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in Schedule 5.19 to the Benefit Plans Schedule BPI Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company BPI has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on BPI and the Benefit Plans ScheduleShareholder further represent that: (i) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no No plan listed in Schedule 5.19 to the Benefit Plans Schedule BPI Disclosure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19 to the Benefit Plans ScheduleBPI Disclosure Letter; (iv) BPI has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company BPI could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company BPI that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyBPI.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.19 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDER, any other personsuch plan listed on Schedule 5.19, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDER further represents that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.19; (iv) the Benefit Plans ScheduleCOMPANY has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All employee benefit plans listed on the Benefit Plans in Section 4.22 of Partner Company Disclosure Schedule that are intended to qualify (the "“Qualified Plans"”) under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans included as part of Section 4.22 of Partner Company Disclosure Schedule. Except as disclosed on the Benefit Plans in Section 4.22 of Partner Company Disclosure Schedule, all reports and other documents required to be filed with any governmental agency Government Authority or distributed to plan participants or beneficiaries (including, but not limited to, including actuarial reports, audits or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to To the knowledge of the StockholdersPartner Company and each Partner Company Stockholder, neither any other personPartner Company Stockholder, nor any such plan listed in Section 4.22 of Partner Company Disclosure Schedule, nor any Subject Partner Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No employee benefit plan listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleFurthermore: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule that is subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "“reportable events" ” (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan employee benefit plans listed in the Benefit Plans Section 4.22 of Partner Company Disclosure Schedule; (d) no Subject Partner Company has incurred liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no circumstances exist pursuant to which the a Subject Partner Company could reasonably be expected to have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax Tax or penalty, or being subject to any statutory lien Encumbrance to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity person other than the a Subject Partner Company that is, or at any time was, a member of a "“controlled group" ” (as defined in Section 412(n)(6)(B) of the Code) that includes the a Subject Partner Company.

Compliance with ERISA. All plans listed Except as set forth on the Schedule 2.17, all Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualifiedqualified in form, and copies of the such determination letters relating thereto are attached have been delivered to the Benefit Plans ScheduleCONDOR's counsel. Except as disclosed set forth on the Benefit Plans ScheduleSchedule 2.17, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for have been provided to CONDOR. Except as set forth on Schedule 2.17, neither the past two years STOCKHOLDERS, any such Benefit Plan, POWERCREW, nor any "disqualified person" or "party in interest" as such terms are included as part defined in Section 4975 of the Benefit Plans Schedule. None Code or Section 3(14) of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, ERISA has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Except as set forth on Schedule 2.17, no Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; , and the Company POWERCREW has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except The STOCKHOLDERS further represent, except as set forth on the Benefit Plans ScheduleSchedule 2.17, that: (ia) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the No such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge POWERCREW has not incurred liability under Section 4062 of the Stockholders, no ERISA; (e) No circumstances exist pursuant to which the Company POWERCREW could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company POWERCREW that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes POWERCREW; (f) POWERCREW is not now, nor can it as a result of its past activities become, liable to the CompanyPBGC or to any multi-employer employee pension benefit plan under the provisions of Title IV of ERISA; (g) All Benefit Plans and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; (h) All accrued contribution obligations of POWERCREW with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of POWERCREW as of the Balance Sheet Date. (i) No claim, lawsuit, arbitration or other action has been threatened, asserted, or instituted against any Benefit Plan or related trust, any trustee or fiduciaries thereof, POWERCREW, or any director, officer or employee thereof; (j) No Benefit Plan is under audit or investigation by any Governmental Authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty; (k) Each Benefit Plan intended to meet requirements for tax-favored treatment under Sections 79, 106, 117, 120, 125, 127, 129 or 132 of the Code satisfies the applicable requirements under the Code; (l) With respect to each Benefit Plan that is funded fully or partially through an insurance policy, POWERCREW has no liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the Balance Sheet Date; (m) The consummation of the transactions contemplated by this Agreement will not give rise to any liability, including, without limitation, liability for severance pay, unemployment compensation or termination pay, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any current, former, or retired employee or their beneficiaries solely by reason of such transactions; (n) Neither POWERCREW nor any member of a "controlled group" which includes POWERCREW maintains, contributes to, or in any way provides for any benefits of any kind whatsoever (other than under Section 4980B of the Code or Title I, Subtitle B, Part 6 of ERISA, the federal Social Security Act or a plan qualified under Section 401(a) of the Code) to any current or future retiree or terminated employee; (o) Neither POWERCREW nor any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement or arrangement, or to modify or change any existing Benefit Plan; and (p) POWERCREW has complied in all respects with the requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA.

Compliance with ERISA. (a) All plans listed on of the Benefit Plans Schedule that are intended to qualify under section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies nothing has occurred (or failed to occur) since the date of the such determination letters relating thereto are attached that would adversely affect such determination in a manner that would be material to the Benefit Plans ScheduleNTC. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, summary plan descriptions, actuarial reports, audits audits, Form 5500 annual reports or tax returnsother Tax Returns) have been timely filed or distributed, and copies thereof except for failures that would not in the past two years are included as part of aggregate materially adversely affect NTC. Neither NTC nor any Plan listed in the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, NTC Disclosure Schedule has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section section 4975 of the Code or Section section 406 of ERISA with respect to any Plan that is not exempt under the Code or ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section section 412(a) of the Code and Section section 302(1) of ERISA; and the Company NTC has not incurred nor has any liability for excise tax or penalty due to the Internal Revenue Service ("IRS") nor any liability to the Pension Benefit Guaranty CorporationCorporation --- ("PBGC") other than for fixed rate premiums incurred in the ordinary ------ course of business. Except as set forth on the Benefit Plans ScheduleIn addition: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans SchedulePlan; (iv) NTC has not incurred and has no liability under section 4062 of ERISA with respect to any Plan; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company NTC could have any material direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company NTC that is, or at any time was, a member of a "controlled group" (as defined in Section section 412(n)(6)(B) of the Code) that includes NTC. (b) Except to the Companyextent required under Part 6 of ERISA and section 4980B of the Code or applicable state law, NTC does not provide health or welfare benefits for any retired or former employee, nor is it obligated to provide health or welfare benefits to any active employee following such employee's retirement or other termination of service. (c) Each Plan that is a "group health plan" as defined in section 607(l) of ERISA has been operated with respect to Assigned Employees in material compliance with the notice, continuation and other requirements of section 4980B of the Code, the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended, the Health Insurance Portability and Accountability Act of 1996, as amended, and Parts 6 and 7 of Subtitle B of Title I of ERISA and the respective regulations thereunder. (d) There are no pending or threatened claims (other than claims for benefits in the ordinary course), lawsuits, audits, investigations or arbitrations which have been asserted or instituted against any Plan, any fiduciaries with respect to their duties to the Plans or the assets of any trust that would be material to NTC. (e) Except as disclosed in Schedule 3.21, no representation made in this Section 3.21 has modified the written terms of any Plan in any material respect, and the Merger and the other transactions contemplated hereunder will not result in the payment, vesting or acceleration of any benefit, including severance pay, which would have a material adverse effect on NTC or the Parent.

Compliance with ERISA. All plans listed on (a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans Schedule except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that are is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, and copies each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters relating thereto are attached but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (b) Except where failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Pension Plan has been terminated, nor has any unpaid minimum required contributions (as defined in Section 430 of the Code) (without regard to any waiver granted under Section 430 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan prior to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part due dates of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited such contributions under the provisions of Section 4975 430 of the Code or Section 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; LEGAL02/33565081v8 (c) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA. the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, or (C) failed to make a required contribution or payment to a Multiemployer Plan; (d) No plan listed Termination Event has occurred or is reasonably expected to occur; and (e) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the Benefit Plans Schedule has incurred an accumulated funding deficiencyordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 412(a) of the Code and Section 302(13(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore currently maintained or contributed to by the Borrower or any entity other than the Company that isERISA Affiliate, (B) Pension Plan or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(BC) of the Code) that includes the CompanyMultiemployer Plan.

Compliance with ERISA. All plans listed on the Benefit The Corporation's Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualifiedand, and copies of the determination letters relating thereto are attached prior to the Benefit Plans ScheduleCorporation's acquisition of Deadline Express, Deadline Express's Plans), if any, are currently in compliance in all respects with the Employee Retirement Income Security Act of 1974 and the regulations promulgated thereunder (collectively, "ERISA"). Except as disclosed set forth on Exhibit L hereto, no employee benefit plan and no trust created thereunder has ever been terminated by the Benefit Plans ScheduleCorporation (or, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) prior to the knowledge Corporation's acquisition of the StockholdersDeadline Express, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISAby Deadline Express). No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation ("PBGC") has been or is expected to be incurred by the Corporation (or, prior to the Corporation's acquisition of Deadline Express, by Deadline Express) with respect to the Plans. Neither the Corporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Plans has ever experienced an accumulated funding deficiency (as defined in Section 302 of ERISA and Section 412 of the Internal Revenue Code of 1986, as amended (the "Code")), whether or not waived, with respect to any employee benefit plan and no such accumulated funding deficiency currently exists. Except as set forth on Exhibit L hereto. Neither the Benefit Plans Schedule: Corporation (inor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) there have is not required, and has not been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed required in the Benefit Plans Schedule subject past, to make any payments or contributions under the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment terms of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled groupmulti-employer plan" (as defined in Section 412(n)(6)(B3(37) of ERISA and Section 414(f) of the Code) that includes or by any collective bargaining agreement with respect to any employee benefit plan. Neither the CompanyCorporation (nor, prior to the Corporation's acquisition of Deadline Express, Deadline Express) nor any of the Plans has ever incurred any withdrawal liability (including any contingent or secondary withdrawal liability) within the meaning of Section 4201 and Section 4204 of ERISA with respect to any multi-employer plan. The Corporation (and, prior to the Corporation's acquisition of Deadline Express, Deadline Express) and the trustees or the administrators of the Plans have provided continuation of coverage notices to employees and their dependents as required by the Consolidated Omnibus Budget Reconciliation Act of 1986, as amended ("COBRA"), and has complied with all such continuation of coverage requirements. The execution and delivery of this Agreement will not involve a prohibited transaction within the meaning of ERISA or Section 4975 of the Code.

Compliance with ERISA. All plans Except as disclosed on Schedule 4.19, all such plans, agreements, arrangements and trusts of the Company that are currently maintained or contributed to by the Company or cover employees or former employees of the Company listed on the Benefit Plans Schedule 4.19 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans ScheduleSchedule 4.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports or tax returnsTax Returns) have been timely filed or distributed. Except as disclosed on Schedule 4.19, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholdersneither Stockholder, any other personsuch plan listed on Schedule 4.19, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No Except as disclosed on Schedule 4.19, no such plan listed in the Benefit Plans on Schedule 4.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe Stockholder further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to of and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 4.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 4.19; (iv) the Benefit Plans ScheduleCompany has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi employer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans listed on (a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans Schedule except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that are is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, and copies each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters relating thereto are attached but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (b) Except where failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Pension Plan has been terminated, nor has any unpaid minimum required contributions (as defined in Section 430 of the Code) (without regard to any waiver granted under Section 430 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the LEGAL02/33559407v8 Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan prior to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part due dates of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited such contributions under the provisions of Section 4975 430 of the Code or Section 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (c) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA. the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, or (C) failed to make a required contribution or payment to a Multiemployer Plan; (d) No plan listed Termination Event has occurred or is reasonably expected to occur; (e) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the Benefit Plans Schedule has incurred an accumulated funding deficiencyordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 412(a) of the Code and Section 302(13(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore currently maintained or contributed to by the Borrower or any entity other than the Company that isERISA Affiliate, (B) Pension Plan or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(BC) of the Code) that includes the CompanyMultiemployer Plan.

Compliance with ERISA. All plans listed on Plans are in substantial compliance with --------------------- all applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto are attached letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, have been delivered to USFLORAL. To the Benefit extent that any Qualified Plans Schedulehave not been amended to comply with applicable law, the remedial amendment period permitting retroactive amendment of such Qualified Plans has not expired and will not expire within 120 days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, STOCKHOLDERS; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA, except for transactions for which an individual class exemption exists under Section 4975 of the Code or Section 408 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and no COMPANY currently has (nor at the Company has not incurred Closing Date will have) any direct or indirect liability for excise tax whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and no COMPANY nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule Plan that is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were required to be reported and were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge benefit continuation rights imposed by "COBRA"), each COMPANY, and the STOCKHOLDERS have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and no COMPANY has (and will incur no) direct or indirect liability and are not (and will not be) subject to any loss, assessment, excise tax penalty, loss of the Stockholdersfederal income tax deduction or other sanction, no circumstances exist pursuant to which the Company could have arising on account of or in respect of any direct or indirect liability whatsoever (includingfailure by any COMPANY and the STOCKHOLDERS, but not limited toat any time prior to the Closing Date, to comply with any liability to such federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against any multiemployer plan COMPANY or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) STOCKHOLDERS with respect to any plan such group health plans; (vi) No COMPANY is now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the best of STOCKHOLDERS' knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof, except routine claims for benefits; (viii) the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon that would cause such Financial Statements not to be representative of the expense of such Plans as of the Balance Sheet Date; and (ix) that includes the CompanyNo COMPANY has incurred liability under Section 4062 of ERISA.

Compliance with ERISA. All plans listed on Schedule 5.15 to the Benefit Plans Schedule ANI Disclosure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached included as part of Schedule 5.15 to the Benefit Plans ScheduleANI Disclosure Letter. Except as disclosed on Schedule 5.16 to the Benefit Plans ScheduleANI Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 5.15 to the Benefit Plans ScheduleANI Disclosure Letter. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, stockholders has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in Schedule 5.15 to the Benefit Plans Schedule ANI Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company ANI has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on ANI and the Benefit Plans ScheduleControlling Shareholders further represent that: (i) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no No plan listed in Schedule 5.15 to the Benefit Plans Schedule ANI Disclosure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19 to the Benefit Plans ScheduleANI Disclosure Letter; (iv) ANI has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company ANI could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company ANI that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyANI.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of Schedule 5.21 hereof. No plan listed on Schedule 5.20, nor the Benefit Plans Schedule. None of (i) COMPANY, nor any STOCKHOLDER with respect to any such plan or the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANY and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) the COMPANY has not incurred liability under Section 4062 of ERISA; (v) the COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on Schedule 3.15 to the Benefit Plans Schedule NISC▇ ▇▇▇closure Letter that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached included as part of Schedule 3.15 to the Benefit Plans ScheduleNISC▇ ▇▇▇closure Letter. Except as disclosed on Schedule 3.16 to the Benefit Plans ScheduleNISC▇ ▇▇▇closure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 3.15 to the Benefit Plans ScheduleNISC▇ ▇▇▇closure Letter. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, NISC▇ ▇▇▇ckholders has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in Schedule 3.15 to the Benefit Plans Schedule NISC▇ ▇▇▇closure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has NISC▇ ▇▇▇ not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule:. (i) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no No plan listed in Schedule 3.15 to the Benefit Plans Schedule NISC▇ ▇▇▇closure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 3.15 to the Benefit Plans ScheduleNISC▇ ▇▇▇closure Letter; (iv) NISC▇ ▇▇▇ not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company could NISC▇ ▇▇▇ld have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that NISC▇ ▇▇▇t is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyNISC▇.

Compliance with ERISA. All plans of the Plans listed on the Benefit Plans Schedule 3.19 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been, so qualified and have been determined by the Internal Revenue Service to be so qualified, and true, correct and complete copies of the such determination letters relating thereto are attached have been delivered to the Benefit Plans ScheduleBuyer. Except as disclosed on the Benefit Plans ScheduleSchedule 3.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audits, annual reports (Form 5500) or tax returns) have been timely filed or distributed, and copies thereof for . Neither the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersStockholder, any other person, Plan listed in Schedule 3.19 nor the Seller has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISAERISA or Section 4975 of the Code. No plan Plan listed in the Benefit Plans Schedule 3.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company Seller has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleIn addition: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan Plan listed in the Benefit Plans Schedule 3.19 subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISAERISA and the regulations issued thereunder) with respect to any such plan Plan listed in Schedule 3.19; (d) the Benefit Plans ScheduleSeller has not incurred any liability under Section 4062 of ERISA; (e) As to each Employee Plan subject to Title IV of ERISA, the value of the assets thereof, as of the date hereof, as determined by such Employee Plan's independent actuaries, exceeds the present value, as of the date hereof, as determined by such actuaries on a termination basis and on an ongoing basis, of all benefits accrued under such Plan; (f) No waiver from the minimum funding standard requirements of Section 302 of ERISA or Section 412 of the Code has been obtained, applied for or is contemplated with respect to any Employee Plan subject to Title IV of ERISA; (g) All current and material documents relating to each Multiemployer Plan, to which Seller has, or had since January 1, 1999, any obligation to contribute, have been furnished to the Buyer, including but not limited to collective bargaining agreements, plan and trust documents, plan rules relating to estimates of withdrawal liability and statements of unfunded vested benefits and contribution history. The Seller has made all contributions required in connection with any Multiemployer Plan as of the date hereof. The Seller has not terminated participation in, or withdrawn from, in a complete withdrawal as defined in Section 4203 of ERISA, or a partial withdrawal as defined in Section 4205 of ERISA, any Multiemployer Plan, and is not aware of any withdrawal liability as defined in Section 4201 of ERISA assessed against the Seller, with respect to any Multiemployer Plan; (h) No matter is pending or relating to any Employee Plan before any court or governmental agency; and (ivi) to the knowledge of the StockholdersExcept as set forth in Schedule 3.19 there are no plans, no circumstances exist pursuant arrangements or agreements to which the Company could have Seller is a party, or by which it is bound, and under which as a result of any direct particular transaction or indirect liability whatsoever transactions (including, including but not limited toto the transactions contemplated by this Agreement), any liability to director, officer, employee or other agent of the Seller or any multiemployer plan other party claiming through such a person shall or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) may acquire rights with respect to any plan now Employee Plan (including the creation, increase or heretofore maintained extension of new or contributed existing rights), shall become entitled to by a distribution or payment with respect to any entity other Employee Plan at a date earlier than the Company that isif such transaction had not occurred, or at shall otherwise receive or become vested in rights and benefits with respect to any time wasEmployee Plan. Except as set forth in Schedule 3.19, the Seller is not a member of a "controlled group" (as defined in Section 412(n)(6)(B) party to any agreement with any director, officer, employee or agent of the CodeSeller pursuant to which any such person will be entitled to any payment by the Seller upon termination of employment with the Seller following a change in control of the Seller. (j) that includes The indemnity provisions of Section 11 shall be the Companysole remedy for breaches of this representation.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof other than those reports required to be distributed to Plan participants and beneficiaries. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDERS, any other personBenefit Plan, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe COMPANY further represents that: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge COMPANY has not incurred liability under Section 4062 of the Stockholders, ERISA; (e) no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY; (f) the COMPANY is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA; (g) all Benefit Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; and (h) all accrued contribution obligations of the COMPANY with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of the COMPANY as of the Balance Sheet Date.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service IRS to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited towithout limitation, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof that have been filed for the past two tax years 1995 and 1996 are included as part of the Benefit Plans ScheduleSchedule 5.20 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19 or administrator thereof, nor COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of 17 23 the Code or Section 406 of ERISA or any other breach of fiduciary responsibility that could subject STOCKHOLDERS, such administrator or COMPANY to a tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under Section 502(i) of ERISA. No such plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding finding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service IRS nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleIt is further represented and warranted that: (i) there have been no terminations, partial terminations or discontinuations discontinuances of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue ServiceIRS; (ii) no plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans ScheduleSchedule 5.19; (iv) COMPANY has not incurred any liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited towithout limitation, any liability to any multiemployer plan or the PBGC Pension Benefit Guaranty Corporation under Title IV of ERISA or to the Internal Revenue Service IRS for any excise tax or penalty), or being be subject to any statutory lien to secure payment of any such liability) liability with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code will be listed on Schedule 3.15 to the BPI Disclosure Letter are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached will be included as part of Schedule 3.15 to the Benefit Plans ScheduleBPI Disclosure Letter. Except as will be disclosed on Schedule 3.16 to the Benefit Plans ScheduleBPI Disclosure Letter, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are will be included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) Schedule 3.15 to the knowledge BPI Disclosure Letter. Neither BPI nor any of the Stockholders, any other person, BPI stockholders has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan to be listed in Schedule 3.15 to the Benefit Plans Schedule BPI Disclosure Letter has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company BPI has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule:. (ia) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no No plan to be listed in Schedule 3.15 to the Benefit Plans Schedule BPI Disclosure Letter, subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 3.15 to the Benefit Plans ScheduleBPI Disclosure Letter; (d) BPI has not incurred liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company BPI could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company BPI that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyBPI.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries copies of the Annual Form 5500s (including, but not limited to, actuarial reports, audits or tax returnsif applicable) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of Schedule 5.21 hereof. No plan listed on Schedule 5.20, nor the Benefit Plans Schedule. None of (i) COMPANY, nor the Stockholders, (ii) STOCKHOLDER with respect to any such plan or the Company, or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANY and STOCKHOLDER further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) the COMPANY has not incurred liability under Section 4062 of ERISA; (v) the COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. Except for the Plans, the COMPANY does not maintain or sponsor, nor is it a contributing employer to, any pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees, whether or not subject to ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code including Plans which have been determined terminated by the Internal Revenue Service to be so qualifiedCompany in the last four years, are or were, in substantial compliance with all applicable provisions of ERISA and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except regulations issued thereunder, as disclosed on the Benefit Plans Schedulewell as with all other applicable federal, state and local statutes, ordinances and regulations, and, in all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (includingmaterial respects, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributedadministered, operated and copies thereof for managed in substantial accordance with the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholdersgoverning documents and if terminated, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged were terminated in any transaction substantial compliance with any plan listed in the Benefit Plans Schedule prohibited under the all applicable provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; ERISA and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule:regulations (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval a determination by the Internal Revenue ServiceService that such action does not adversely affect the tax-qualified status of such Qualified Plan; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Consummation Date, shall equal or exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge of benefit continuation rights imposed by "COBRA"), the StockholdersCOMPANY and the STOCKHOLDERS have complied (and on the Consummation Date will have complied) in all respects with all reporting, no circumstances exist pursuant disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to which such plans, and the Company could have COMPANY has not incurred (and will not incur) any direct or indirect liability whatsoever and is not (including, but and will not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being be) subject to any statutory lien to secure payment loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the COMPANY or the STOCKHOLDERS, at any time prior to the Consummation Date, to comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the -27- 35 Consummation Date directly or indirectly against the COMPANY or the STOCKHOLDERS with respect to any plan such group health plans; (vi) The COMPANY is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending, and to the best of COMPANY'S knowledge, threatened, litigation, arbitration, or disputed claim, settlement or adjudication proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the COMPANY Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such COMPANY Financial Statements to not be representative of prior periods; and (ix) that includes The COMPANY has not incurred liability under Section 4062 of ERISA. If reasonably requested by VESTCOM, the CompanyCOMPANY will terminate any Plan identified on Schedule 5.19 as the "Pension or Profit Sharing Plan to be Terminated" substantially contemporaneously with the Closing.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a401 (a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of Schedule 5.19 hereof other than those reports required to be distributed to Plan participants and beneficiaries. Neither the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDER, any other personsuch Benefit Plan, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe COMPANY further represents that: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge COMPANY has not incurred liability under Section 4062 of the Stockholders, ERISA; (e) no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY; (f) the COMPANY is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA; (g) all Benefit Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; and (h) all accrued contribution obligations of the COMPANY with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of the COMPANY as of the Balance Sheet Date.

Compliance with ERISA. All AMCI represents to Precision as to all its bonus, incentive compensation, stock option, deferred compensation, profit-sharing, retirement, pension, welfare, severance pay, supplemental income, group insurance, death benefit, or other fringe benefit plans, arrangements or trust agreements covering active, former or retired employees of AMCI (collectively, the "AMCI Plans"), any related summary plan, trust agreement and annuity or insurance contract, if any, and each plan's most recent annual report filed with the Internal Revenue Service, if any, the most recent reports with respect to such plans, trust agreements and annuity or insurance contracts filed with any governmental agency, all Internal Revenue Service determination letters that have been received with respect to such plans listed on that: (i) each AMCI Plan has been maintained and administered in material compliance with its terms and with the Benefit Plans Schedule requirements prescribed by any and all applicable statutes, orders, rules and regulations, and is, to the extent required by applicable law or contract, fully funded without having any deficit or unfunded actuarial liability; (ii) all required contributions under any such plans have been made and the applicable funds have been funded in accordance with the terms thereof and no past service funding liabilities exist thereunder; (iii) each AMCI Plan that are is required or intended to qualify be qualified under applicable law or registered or approved by a governmental agency or authority has been so qualified, registered or approved by the appropriate governmental agency or authority, and nothing has occurred since the date of the last qualification, registration or approval to adversely affect, or cause, the appropriate governmental agency or authority to revoke such qualification, registration or approval; (iv) to the "Qualified Plans") extent applicable, the AMCI Plans comply, in all material respects, with the requirements of ERISA and the Code, and any AMCI Plan intended to be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, qualified and copies nothing has occurred to cause the loss of such qualified status; (v) no AMCI Plan is covered by Title IV of ERISA or Section 412 of the determination letters relating thereto Code; (vi) there are attached no pending or anticipated material claims against or otherwise involving any of the AMCI Plans and no suit, action or other litigation (excluding claims for benefits incurred in the ordinary course of AMCI Plan activities) has been brought against or with respect to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Scheduleany AMCI Plan; (vii) all material contributions, all reports and other documents reserves or premium payments, required to be filed with any governmental agency or distributed made as of the date hereof to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) the AMCI Plans have been timely filed made or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of provided for; (iviii) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company AMCI has not incurred any liability for excise tax under subtitle C or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions D of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in "single-employer plan," within the Benefit Plans Schedulemeaning of Section 4001(a) of ERISA, currently or formerly maintained by AMCI; and (ivix) to the knowledge AMCI has not incurred any withdrawal liability under Subtitle E of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (x) AMCI has substantially performed all obligations, whether arising by law or heretofore maintained by contract, required to be performed by it in connection with the AMCI Plans; (xi) no act, omission or contributed transaction has occurred which would result in imposition on AMCI of (a) a civil penalty assessed pursuant to by any entity other than the Company that issubsections (c), (i) or at any time was(l) of Section 502 of ERISA, (b) breach of fiduciary duty liability damages under Section 409 of ERISA or (c) a member tax imposed pursuant to Chapter 43 of a "controlled group" (as defined in Section 412(n)(6)(B) Subtitle D of the Code; (xii) that includes in connection with the Companyconsummation of the transactions contemplated by this Agreement, no payments have or will be made hereunder, under the AMCI Plans or otherwise by AMCI which, in the aggregate, would result in imposition of the sanctions imposed under Sections 280G and 4999 of the Code; and (xiii) AMCI does not have any obligations for retiree health and life benefits under any AMCI Plan, except as may be set forth on the AMCI Disclosure Schedule, and there are no restrictions on the rights of AMCI to amend or terminate any such AMCI Plan without incurring any liability thereunder.

Compliance with ERISA. All plans listed on Plans are in substantial compliance with all --------------------- applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are attached included as part of Schedule 6.18. To the extent that any Qualified Plans have not been amended to comply with applicable law, the Benefit remedial amendment period permitting retroactive amendment of such Qualified Plans Schedulehas not expired and will not expire within 120 days after the Closing Date. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, ; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and no Company currently has (nor at the Company has not incurred Closing Date will have) any direct or indirect liability for excise tax whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and no Company nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi-employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge benefit continuation rights imposed by "COBRA"), each Company and the Stockholders have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and each Company has no (and will incur no) direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of the Stockholdersfederal income tax deduction or other sanction, no circumstances exist pursuant to which the Company could have arising on account of or in respect of any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan failure by either Company or the PBGC under Title IV of ERISA or Stockholders, at any time prior to the Internal Revenue Service for any excise tax or penaltyClosing Date, or being subject to any statutory lien to secure payment of comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the Company or the Stockholders with respect to any plan such group health plans; (vi) No Company is now or heretofore maintained or contributed to by any entity other than nor has been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the best of Stockholders' knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements to be not representative of most prior periods; and (ix) that includes the CompanyNo Company has incurred liability under Section 4062 of ERISA.

Compliance with ERISA. Except for the Plans, the COMPANY does not maintain or sponsor, nor is it a contributing employer to, any pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees, whether or not subject to ERISA. All plans listed on Plans, including all Plans which have been terminated by the Benefit COMPANY in the last four years, are or were, in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents and if terminated, were terminated in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as all applicable federal, state and local statutes, ordinances and regulations then in effect. All Plans Schedule that are intended to qualify (the a "Qualified PlansPlan") under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval a determination by the Internal Revenue Service;Revenue (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Consummation Date, shall equal or exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge of benefit continuation rights imposed by "COBRA"), the StockholdersCOMPANY and the STOCKHOLDERS have complied (and on the Consummation Date will have complied) in all respects with all reporting, no circumstances exist pursuant disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to which such plans, and the Company could have COMPANY has not incurred (and will not incur) any direct or indirect liability whatsoever and is not (including, but and will not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being be) subject to any statutory lien to secure payment loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the COMPANY or the STOCKHOLDERS, at any time prior to the Consummation Date, to comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Consummation Date directly or indirectly against the COMPANY or the STOCKHOLDERS with respect to any plan such group health plans; (vi) The COMPANY is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending, and to the best of COMPANY'S knowledge, threatened, litigation, arbitration, or disputed claim, settlement or adjudication proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the COMPANY Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such COMPANY Financial Statements to not be representative of prior periods; and (ix) that includes The COMPANY has not incurred liability under Section 4062 of ERISA. If reasonably requested by VESTCOM, the CompanyCOMPANY will terminate any Plan identified on Schedule 5.19 as the "Pension or Profit Sharing Plan to be Terminated" substantially contemporaneously with the Closing.

Compliance with ERISA. All plans listed on Plans are in substantial compliance with --------------------- all applicable provisions of ERISA and the Benefit regulations issued thereunder, as well as with all other applicable laws, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents. All Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") have been determined by the Internal Revenue Service to be so qualified, and copies of the current plan determination letters relating thereto letters, most recent actuarial valuation reports, if any, most recent Form 5500, or, as applicable, Form 5500- C/R filed with respect to each such Qualified Plan or employee welfare benefit plan and most recent trustee or custodian report, are attached included as part of Schedule 6.18. To the extent that any Qualified Plans have not been amended to comply with applicable law, the Benefit remedial amendment period permitting retroactive amendment of such Qualified Plans Schedulehas not expired and will not expire on or prior to January 1, 1998. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, annual reports, summary annual reports, actuarial reports, PBGC-1 Forms, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of of: (i) the Stockholders, STOCKHOLDER; (ii) the Company, any Plan; or (iii) to the knowledge of the Stockholders, any other person, COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA except for transactions for which an individual, class or statutory exemption exists under Section 4975 of the Code or Section 408 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has COMPANY does not incurred currently have (nor at the Closing Date will have) any direct or indirect liability for excise tax whatsoever (including being subject to any statutory lien to secure payment of any such liability), to the Pension Benefit Guaranty Corporation ("PBGC") with respect to any such Plan under Title IV of ERISA or penalty due to the Internal Revenue Service for any excise tax or penalty; and neither the COMPANY nor any member of a "controlled group" (as defined in ERISA Section 4001(a)(14)) currently has (or at the Closing Date will have) any obligation whatsoever to contribute to any "multi- employer pension plan" (as defined in ERISA Section 4001(a)(14), nor has any withdrawal liability to the Pension Benefit Guaranty Corporationwhatsoever (whether or not yet assessed) arising under or capable of assertion under Title IV of ERISA (including, but not limited to, Sections 4201, 4202, 4203, 4204, or 4205 thereof) been incurred by any Plan. Except as set forth on the Benefit Plans ScheduleFurther: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue ServicePlan; (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Closing Date, shall exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge benefit continuation rights imposed by "COBRA"), the COMPANY and the STOCKHOLDER have complied (and on the Closing Date will have complied), in all respects with all reporting, disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to such plans, and the COMPANY will not have (and will incur no) direct or indirect liability and is not (and will not be) subject to any loss, assessment, excise tax penalty, loss of the Stockholdersfederal income tax deduction or other sanction, no circumstances exist pursuant to which the Company could have arising on account of or in respect of any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan failure by the COMPANY or the PBGC under Title IV of ERISA or STOCKHOLDER, at any time prior to the Internal Revenue Service for any excise tax or penaltyClosing Date, or being subject to any statutory lien to secure payment of comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Closing Date directly or indirectly against the COMPANY or the STOCKHOLDER with respect to any plan such group health plans; (vi) the COMPANY is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending litigation, arbitration, or disputed claim, settlement or adjudication proceeding, and to the STOCKHOLDER's knowledge, there is no threatened litigation, arbitration or disputed claim, settlement or adjudication proceeding, or any governmental or other proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such Financial Statements to be not representative of most prior periods; and (ix) that includes the CompanyCOMPANY has not incurred liability under Section 4062 of ERISA.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19 hereof. Except as disclosed on the Benefit Plans ScheduleSchedule 5.19, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof that have been filed for the past two tax years 1994 and 1995 are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither STOCKHOLDERS, any other personsuch plan listed in Schedule 5.19, nor COMPANY (including the COMPANY's Subsidiaries) has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and COMPANY (including the Company COMPANY's Subsidiaries) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Schedule 5.19; (iv) COMPANY (including the Benefit Plans ScheduleCOMPANY's Subsidiaries) has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no No circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on To the STOCKHOLDERS' knowledge, all Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualifiedqualified in form, and copies of the such determination letters relating thereto are attached to included as part of the Benefit Plans Disclosure Schedule. Except as disclosed on To the Benefit Plans ScheduleSTOCKHOLDERS' knowledge, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for have been provided to CONDOR. To the past two years STOCKHOLDERS' knowledge, neither the STOCKHOLDERS, any such Benefit Plan, LINC nor any "disqualified person" or "party in interest" as such terms are included as part defined in Section 4975 of the Benefit Plans Schedule. None Code or Section 3(14) of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, ERISA has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in To the STOCKHOLDERS' knowledge, no Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; , and the Company LINC has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe STOCKHOLDERS further represent that, to their knowledge: (ia) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the No such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge LINC has not incurred liability under Section 4062 of the Stockholders, no ERISA; (e) No circumstances exist pursuant to which the Company LINC could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company LINC that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes LINC; (f) LINC is not now, nor can it as a result of its past activities become, liable to the CompanyPBGC or to any multi-employer employee pension benefit plan under the provisions of Title IV of ERISA; (g) All Benefit Plans and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; (h) All accrued contribution obligations of LINC with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of LINC as of the Balance Sheet Date. (i) No claim, lawsuit, arbitration or other action has been threatened, asserted, or instituted against any Benefit Plan or related trust, any trustee or fiduciaries thereof, LINC, or any director, officer or employee thereof; (j) No Benefit Plan is under audit or investigation by any Governmental Authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty; (k) Each Benefit Plan intended to meet requirements for tax-favored treatment under Sections 79, 106, 117, 120, 125, 127, 129 or 132 of the Code satisfies the applicable requirements under the Code; (l) With respect to each Benefit Plan that is funded fully or partially through an insurance policy, LINC has no liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the Balance Sheet Date; (m) The consummation of the transactions contemplated by this Agreement will not give rise to any liability, including, without limitation, liability for severance pay, unemployment compensation or termination pay, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any current, former, or retired employee or their beneficiaries solely by reason of such transactions; (n) Neither LINC nor any member of a "controlled group" which includes LINC maintains, contributes to, or in any way provides for any benefits of any kind whatsoever (other than under Section 4980B of the Code or Title I, Subtitle B, Part 6 of ERISA, the Federal Social Security Act or a plan qualified under Section 401(a) of the Code) to any current or future retiree or terminated employee; (o) Neither LINC nor any officer or employee thereof, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement or arrangement, or to modify or change any existing Benefit Plan; and (p) LINC has complied in all respects with the requirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA.

Compliance with ERISA. All plans such Plans listed on the Benefit Plans Schedule 4.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been determined from their inception, so qualified and are the subject of a determination letter or notification letter issued by the Internal Revenue Service to be so qualifiedService, which letter covers the status of such Qualified Plans the provisions of the Tax Reform Act of 1986, and copies of the determination such letters relating thereto are attached to the Benefit Plans ScheduleSchedule 4.19. Except as disclosed on the Benefit Plans ScheduleSchedule 4.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) Neither the Company, or (iii) any such Plan listed in Schedule 4.19, nor, to the knowledge of the StockholdersSeller, any other person, Person has engaged in any transaction with any plan listed in the Benefit Plans Schedule Plan which is prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA, and to which no exemption under the Code or ERISA applies. No plan such Plan listed in the Benefit Plans Schedule 4.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA, whether or not waived; and neither the Company nor, to the knowledge of the Seller, any other Person has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC with respect to any Plan or breached any fiduciary duty with respect to any Plan. Except The Seller further represents that except as set forth on the Benefit Plans ScheduleSchedule 4.20 hereto: (i) with respect to any plan year for which the applicable statutes of limitations has not expired, there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan Plan listed in the Benefit Plans Schedule 4.19 is subject to the provisions of Title IV of ERISA has been terminatedERISA; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan Plan listed in the Benefit Plans Schedule; andSchedule 4.19; (iv) to the knowledge Company has not incurred liability under Section 4062 or Section 4069 of the Stockholders, ERISA; (v) no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company; and (vi) each Plan may be unilaterally terminated at any time by the Company without material liability to the Company.

Compliance with ERISA. All such plans listed on the Benefit Plans Schedule 5.19 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Scheduleincluded as part of Schedule 5.19. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19. None of (i) the StockholdersThe STOCKHOLDER, (ii) the Companyany such plan listed in Schedule 5.19, or any COMPANY (iiiincluding any COMPANY subsidiary) to the knowledge of the Stockholders, any other person, has not engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule 5.19 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company no COMPANY (including any COMPANY subsidiary) has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans Schedule:In addition, (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans Schedule 5.19 subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans ScheduleSchedule 5.19; (iv) no COMPANY (including any COMPANY subsidiary) has incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company any COMPANY (including any COMPANY subsidiary) could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company any COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Companysuch COMPANY.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of each COMPANY that are currently maintained or contributed to by such COMPANY or cover employees or former employees of such COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of the Benefit Plans ScheduleSchedule 5.21 hereof. None of (i) the StockholdersNo such plan listed on Schedule 5.20, (ii) the Companynor any COMPANY, nor any STOCKHOLDER with respect to any such plan or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company each COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANIES and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) each COMPANY has not incurred liability under Section 4062 of ERISA; (v) each COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company any COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company a COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.22

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of Schedule 5.21 hereof. No plan listed on Schedule 5.20, nor the Benefit Plans Schedule. None of (i) COMPANY, nor any STOCKHOLDER with respect to any such plan or the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANY and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminated; terminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 9.18 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Scheduleon Schedule 5.20; and (iv) the COMPANY has not incurred liability under Section 4062 of ERISA; (v) the COMPANY is not now, and cannot as a result of its past activities become, liable to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct Pensions Benefit Guaranty Corporation or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer pension benefit plan or under the PBGC under provisions of Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.ERISA; and

Compliance with ERISA. All plans of the Plans listed on the Benefit Plans Schedule 4.18 that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code (the “Qualified Plans”) are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and true, correct and complete copies of the such determination letters relating thereto are attached have been delivered to the Benefit Plans ScheduleBuckeye. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and true, correct and complete copies thereof for have been delivered to Buckeye. Neither the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersStockholder, any other person, Plan listed in Schedule 4.18 nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan Plan listed in the Benefit Plans Schedule 4.18 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred and does not have any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleIn addition: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan Plan listed in the Benefit Plans Schedule 4.18 subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "“reportable events" ” (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan Plan listed in Schedule 4.18; (d) the Benefit Plans ScheduleCompany has not incurred and does not have any liability under Section 4062 of ERISA; and (ive) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "“controlled group" ” (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. Except for the Plans, the COMPANY does not maintain or sponsor, nor is it a contributing employer to, any pension, profit-sharing, deferred compensation, stock option, employee stock purchase or other employee benefit plan, employee welfare benefit plan, or any other arrangement with its employees, whether or not subject to ERISA. All plans listed on Plans including all Plans which have been terminated by the Benefit COMPANY in the last four years, are or were, in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations, and, in all material respects, have been administered, operated and managed in substantial accordance with the governing documents and if terminated, were terminated in substantial compliance with all applicable provisions of ERISA and the regulations issued thereunder, as well as, all applicable federal, state and local statutes, ordinances and regulations then in effect. All Plans Schedule that are intended to qualify (the a "Qualified PlansPlan") under Section 401(a) of the Code are so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval a determination by the Internal Revenue Service;Revenue (ii) no plan listed in the Benefit Plans Schedule Plan which is subject to the provisions of Title IV of ERISA ERISA, has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan which were not properly reported; (iv) the valuation of assets of any Qualified Plan, as of the Consummation Date, shall equal or exceed the actuarial present value of all accrued pension benefits under any such Qualified Plan in accordance with the assumptions contained in the Regulations of the PBGC governing the funding of terminated defined benefit plans; (v) with respect to Plans which qualify as "group health plans" under Section 4980B of the Internal Revenue Code and Section 607(1) of ERISA and related regulations (relating to the knowledge of benefit continuation rights imposed by "COBRA"), the StockholdersCOMPANY and the STOCKHOLDERS have complied (and on the Consummation Date will have complied) in all respects with all reporting, no circumstances exist pursuant disclosure, notice, election and other benefit continuation requirements imposed thereunder as and when applicable to which such plans, and the Company could have COMPANY has not incurred (and will not incur) any direct or indirect liability whatsoever and is not (including, but and will not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being be) subject to any statutory lien to secure payment loss, assessment, excise tax penalty, loss of federal income tax deduction or other sanction, arising on account of or in respect of any direct or indirect failure by the COMPANY or the STOCKHOLDERS, at any time prior to the Consummation Date, to comply with any such liability) federal or state benefit continuation requirement, which is capable of being assessed or asserted before or after the Consummation Date directly or indirectly against the COMPANY or the STOCKHOLDERS with respect to any plan such group health plans; (vi) The COMPANY is not now or heretofore maintained or contributed to by any entity other than nor has it been within the Company that is, or at any time was, past five years a member of a "controlled group" (as defined in ERISA Section 412(n)(6)(B4001(a)(14); (vii) there is no pending, and to the best of COMPANY'S knowledge, threatened, litigation, arbitration, or disputed claim, settlement or adjudication proceeding, or investigation with respect to any Plan, or with respect to any fiduciary, administrator, or sponsor thereof (in their capacities as such), or any party in interest thereof; (viii) the COMPANY Financial Statements as of the CodeBalance Sheet Date reflect the approximate total pension, medical and other benefit expense for all Plans, and no material funding changes or irregularities are reflected thereon which would cause such COMPANY Financial Statements to not be representative of prior periods; and (ix) that includes The COMPANY has not incurred liability under Section 4062 of ERISA. If reasonably requested by VESTCOM, the CompanyCOMPANY will terminate any Plan identified on Schedule 5.19 as the "Pension or Profit Sharing Plan to be Terminated" substantially contemporaneously with the Closing.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code have been determined by the Internal Revenue Service to be so qualifiedqualified in form, and copies of the such determination letters relating thereto are attached (or, in the case of a standardized prototype plan, opinions) have been delivered to the Benefit Plans ScheduleCONDOR's counsel. Except as disclosed set forth on the Benefit Plans ScheduleSchedule 2.17, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years have been provided to CONDOR. Neither ▇▇▇▇, any such Benefit Plan, GLOBAL, nor any "disqualified person" or "party in interest" as such terms are included as part defined in Section 4975 of the Benefit Plans Schedule. None Code or Section 3(14) of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, ERISA has engaged in any non-exempt transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; , and the Company GLOBAL has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except ▇▇▇▇ further represents that, except as set forth on the Benefit Plans ScheduleSchedule 2.17: (ia) there There have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401 (a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the No such Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there There have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge GLOBAL has not incurred liability under Section 4062 of the Stockholders, no ERISA; (e) No circumstances exist pursuant to which the Company GLOBAL could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity ERISA Affiliate; (f) GLOBAL is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multi-employer employee pension benefit plan under the provisions of Title IV of ERISA; (g) All Benefit Plans and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; (h) All accrued contribution obligations of GLOBAL with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of GLOBAL as of the Balance Sheet Date. (i) No claim, lawsuit, arbitration or other action has been threatened, asserted, or instituted against any Benefit Plan or related trust, any trustee or fiduciaries thereof, GLOBAL, or any director, officer or employee thereof; (j) No Benefit Plan is under audit or investigation by any Governmental Authority and no such completed audit, if any, has resulted in the imposition of any tax or penalty; (k) Each Benefit Plan intended to meet requirements for tax-favored treatment under Sections 79, 105, 106, 117, 120, 125, 127, 129, 132 or 401(a) of the Code is in material compliance with applicable requirements under the Code; (l) With respect to each Benefit Plan that is funded fully or partially through an insurance policy, GLOBAL has no liability in the nature of retroactive rate adjustment, loss sharing arrangement or other actual or contingent liability arising wholly or partially out of events occurring on or before the Balance Sheet Date; (m) The consummation of the transactions contemplated by this Agreement will not give rise to any liability, including, without limitation, liability for severance pay, unemployment compensation or termination pay, or accelerate the time of payment or vesting or increase the amount of compensation or benefits due to any current, former, or retired employee or their beneficiaries solely by reason of such transactions; (n) Neither GLOBAL nor any ERISA Affiliate, maintains, contributes to, or in any way provides for any benefits of any kind whatsoever (other than under Section 4980B of the Company that isCode or Title I, Subtitle B, Part 6 of ERISA, the federal Social Security Act or at any time was, a member of a "controlled group" (as defined in plan qualified under Section 412(n)(6)(B401(a) of the Code) that includes to any current or future retiree or terminated employee; (o) Neither GLOBAL nor any officer or employee of GLOBAL, has made any promises or commitments, whether legally binding or not, to create any additional plan, agreement or arrangement, or to modify or change any existing Benefit Plan; and (p) GLOBAL has complied in all material respects with the Companyrequirements of Section 4980B of the Code and Title I, Subtitle B, Part 6 of ERISA.

Compliance with ERISA. All plans such plans, agreements, arrangements and trusts of the COMPANY that are currently maintained or contributed to by the COMPANY or cover employees or former employees of the COMPANY listed on the Benefit Plans Schedule 5.20 that are intended to qualify under Section 401(a) of the Code (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to included as part of Schedule 5.21 hereof. All employee benefit plans, agreements, arrangements and trusts listed on Schedule 5.20 and the Benefit Plans Scheduleadministration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations. Except as disclosed on the Benefit Plans ScheduleSchedule 5.21, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits audit reports, Forms 5500, summary plan descriptions or tax returnsTax Returns) have been timely filed or distributed, and copies thereof for the past two three most recent plan years are included as part of Schedule 5.21 hereof. No plan listed on Schedule 5.20, nor the Benefit Plans Schedule. None of (i) COMPANY, nor any STOCKHOLDER with respect to any such plan or the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other personCOMPANY, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No such plan listed in the Benefit Plans on Schedule 5.20 has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans ScheduleThe COMPANY and STOCKHOLDERS further represent that: (i) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any such Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no such plan listed in the Benefit Plans on Schedule 5.20 subject to the provisions of Title IV of ERISA has been terminatedterminated except in accordance with applicable laws and regulations or as may be required pursuant to Section 8.14 hereof; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in on Schedule 5.20; (iv) the COMPANY has not incurred liability under Section 4062 of ERISA; (v) the COMPANY is not now, and cannot as a result of its past activities become, liable to the Pensions Benefit Plans ScheduleGuaranty Corporation or to any multi-employer pension benefit plan under the provisions of Title IV of ERISA; and (ivvi) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company COMPANY has or could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien Statutory Lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached included as part of Schedule 5.19 hereof other than those reports required to the Benefit Plans Schedulebe distributed to Plan participants and beneficiaries. Except as disclosed on the Benefit Plans ScheduleSchedule 5.20, all reports and other documents required to be filed with any governmental agency Governmental Authority or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans ScheduleSchedule 5.19 hereof. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersSTOCKHOLDERS, any other personsuch Benefit Plan, nor the COMPANY has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company COMPANY has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans ScheduleThe COMPANY further represents that: (ia) there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified such Benefit Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (iib) no plan listed in the Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iiic) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; andPlan; (ivd) to the knowledge COMPANY has not incurred liability under Section 4062 of the Stockholders, ERISA; (e) no circumstances exist pursuant to which the Company COMPANY could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan Benefit Plan now or heretofore maintained or contributed to by any entity other than the Company COMPANY that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the CompanyCOMPANY; (f) the COMPANY is not now, nor can it as a result of its past activities become, liable to the PBGC or to any multiemployer employee pension benefit plan under the provisions of Title IV of ERISA; (g) all Benefit Plans listed on Schedule 5.19 and the administration thereof are in substantial compliance with their terms and all applicable provisions of ERISA and the regulations issued thereunder, as well as with all other applicable federal, state and local statutes, ordinances and regulations; and (h) all accrued contribution obligations of the COMPANY with respect to any Benefit Plan have either been fulfilled in their entirety or are fully reflected on the balance sheet of the COMPANY as of the Balance Sheet Date.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and copies of the such determination letters relating thereto are attached to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the StockholdersNeither Owners, any other person, has engaged in any transaction with any such plan listed in the Benefit Plans Schedule Schedule, nor the Company has engaged in any transaction prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan such Plan listed in the Benefit Plans Schedule has incurred an accumulated funding deficiency, as defined in Section 412(a) of the Code and Section 302(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except The Owners further represent that except as set forth on the Benefit Plans ScheduleSchedule hereto: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan intended to qualify under Section 401(a) of the Code without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; (iv) the Company has not incurred liability under Section 4062 of ERISA; and (ivv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity other than the Company that is, or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(B) of the Code) that includes the Company.

Compliance with ERISA. All plans listed on the Benefit Plans Schedule that are intended to qualify (the "Qualified Plans") under Section 401(a) of the Code are, and have been so qualified and have been determined by the Internal Revenue Service to be so qualified, and true, correct and complete copies of the such determination letters relating thereto are attached have been delivered to Healthworld by the Benefit Plans ScheduleU.S. Stockholders. Except as disclosed on the Benefit Plans Schedule, all All reports and other documents required to be filed with any governmental agency or distributed to plan Plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and true, correct and complete copies thereof for have Healthworld Agreement and Plan of Organization/US Draft of August 27, 1997 ------------------------------------------------------------------------------- been delivered by the past two years are included as part of U.S. Stockholders. Neither the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the U.S. Stockholders, any other personPlan, nor the Company has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited under the provisions of Section 4975 of the Code or Section 406 of ERISA. No plan listed in the Benefit Plans Schedule Plan has incurred an accumulated funding deficiencydeficiency (whether or not waived), as defined in Section 412(a) of the Code and Section 302(1302(l) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty CorporationPBGC. Except as set forth on the Benefit Plans Schedule: (i) The U.S. Stockholders further represent that: there have been no terminations, partial terminations or discontinuations discontinuance of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) ; no plan listed in the Benefit Plans Schedule Plan subject to the provisions of Title IV of ERISA has been terminated; (iii) ; there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in Plan; neither the Benefit Plans ScheduleCompany nor any member of its Controlled Group has incurred liability under Sections 4062 or 4069 of ERISA; and (iv) to the knowledge of the Stockholders, and no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer multi-employer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore maintained or contributed to by any entity member of the Controlled Group. The Company is not subject to any legal, contractual, equitable, or other than obligation to (i) establish as of any date any employee benefit plan of any nature, including, without limitation, any pension, profit sharing, welfare, post-retirement welfare, stock option, stock or cash award, non-qualified deferred compensation or executive compensation plan, policy or practice or (ii) continue any employee benefit plan of any nature, including, without limitation any employee benefit or any other pension, profit sharing , welfare, or post-retirement welfare, plan, or any stock option, stock or cash award, non-qualified deferred compensation or executive compensation plan, policy or practice (or to continue their participation in any such benefit plan, policy or practice) on or after the Closing Date; and (b) the Company that ismay, in any manner, and without the consent of any employee, beneficiary or at other person, terminate, modify or amend any time wassuch employee benefit plan or any other plan, a member program or practice (or its participation in such employee benefit plan or any other plan, program or practice) effective as of a "controlled group" (as defined in Section 412(n)(6)(B) of any date before, on or after the Code) that includes the CompanyClosing Date.

Compliance with ERISA. All plans listed on (a) The Borrower and each ERISA Affiliate are in compliance with all applicable provisions of ERISA, the Code and the regulations and published interpretations thereunder with respect to all Employee Benefit Plans Schedule except where a failure to so comply could not reasonably be expected to have a Material Adverse Effect. Each Employee Benefit Plan that are is intended to qualify (the "Qualified Plans") be qualified under Section 401(a) of the Code have has been determined by the Internal Revenue Service to be so qualified, and copies each trust related to such plan has been determined to be exempt under Section 501(a) of the Code except for such plans that have not yet received determination letters relating thereto are attached but for which the remedial amendment period for submitting a determination letter has not yet expired. No liability has been incurred by the Borrower or any ERISA Affiliate which remains unsatisfied for any taxes or penalties with respect to any Employee Benefit Plan or any Multiemployer Plan except for a liability that could not reasonably be expected to have a Material Adverse Effect; (b) Except where failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no Pension Plan has been terminated, nor has any unpaid minimum required contributions (as defined in Section 430 of the Code) (without regard to any waiver granted under Section 430 of the Code), nor has any funding waiver from the Internal Revenue Service been received or requested with respect to any Pension Plan, nor has the Borrower or any ERISA Affiliate failed to make any contributions or to pay any amounts due and owing as required by Section 430 of the Code, Section 303 of ERISA or the terms of any Pension Plan prior to the Benefit Plans Schedule. Except as disclosed on the Benefit Plans Schedule, all reports and other documents required to be filed with any governmental agency or distributed to plan participants or beneficiaries (including, but not limited to, actuarial reports, audits or tax returns) have been timely filed or distributed, and copies thereof for the past two years are included as part due dates of the Benefit Plans Schedule. None of (i) the Stockholders, (ii) the Company, or (iii) to the knowledge of the Stockholders, any other person, has engaged in any transaction with any plan listed in the Benefit Plans Schedule prohibited such contributions under the provisions of Section 4975 430 of the Code or Section 303 of ERISA, nor has there been any event requiring any disclosure under Section 4041(c)(3)(C) or 4063(a) of ERISA with respect to any Pension Plan; (c) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, neither the Borrower nor any ERISA Affiliate has: (A) engaged in a nonexempt prohibited transaction described in Section 406 of ERISA. the ERISA or Section 4975 of the Code, (B) incurred any liability to the PBGC which remains outstanding other than the payment of premiums and there are no premium payments which are due and unpaid, or (C) failed to make a required contribution or payment to a Multiemployer Plan; 52 LEGAL02/33546501v8 (d) No plan listed Termination Event has occurred or is reasonably expected to occur; (e) Except where the failure of any of the following representations to be correct could not reasonably be expected to have a Material Adverse Effect, no proceeding, claim (other than a benefits claim in the Benefit Plans Schedule has incurred an accumulated funding deficiencyordinary course of business), lawsuit and/or investigation is existing or, to the best of the knowledge of the Borrower, threatened concerning or involving any (A) employee welfare benefit plan (as defined in Section 412(a) of the Code and Section 302(13(1) of ERISA; and the Company has not incurred any liability for excise tax or penalty due to the Internal Revenue Service nor any liability to the Pension Benefit Guaranty Corporation. Except as set forth on the Benefit Plans Schedule: (i) there have been no terminations, partial terminations or discontinuations of contributions to any Qualified Plan without notice to and approval by the Internal Revenue Service; (ii) no plan listed in the Benefit Plans Schedule subject to the provisions of Title IV of ERISA has been terminated; (iii) there have been no "reportable events" (as that phrase is defined in Section 4043 of ERISA) with respect to any such plan listed in the Benefit Plans Schedule; and (iv) to the knowledge of the Stockholders, no circumstances exist pursuant to which the Company could have any direct or indirect liability whatsoever (including, but not limited to, any liability to any multiemployer plan or the PBGC under Title IV of ERISA or to the Internal Revenue Service for any excise tax or penalty, or being subject to any statutory lien to secure payment of any such liability) with respect to any plan now or heretofore currently maintained or contributed to by the Borrower or any entity other than the Company that isERISA Affiliate, (B) Pension Plan or at any time was, a member of a "controlled group" (as defined in Section 412(n)(6)(BC) of the Code) that includes the CompanyMultiemployer Plan.