Common use of Benefit Plans; ERISA Clause in Contracts

Benefit Plans; ERISA. 3.9.1 Except for Seller’s equity compensation plans, all Benefit Plans are listed on Schedule 3.9.1(a). Except as provided on Schedule 3.9.1(b), with respect to each Benefit Plan, Seller or Apache has heretofore made available to Purchaser, true and complete copies of the following documents: (i) a copy of each written Benefit Plan; (ii) a copy of the most recent summary plan description required under ERISA with respect thereto; (iii) if the Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest Form 5500, if applicable; and (iv) the most recent determination letter received from the IRS with respect to each Benefit Plan intended to qualify under Section 401(a) of the Code. 3.9.2 Except as disclosed on Schedule 3.9.2: (a) Seller and Apache are members of a controlled group as defined in 430(k)(6)(C) of the Code. All contributions required under Sections 412 and 430 of the Code to each Benefit Plan have been made; (b) neither Apache, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has filed a notice of intent to terminate any single-employer defined benefit pension plan or has adopted an amendment to treat a single-employer defined benefit pension plan as terminated, nor has such a plan been terminated by Apache, Seller, any ERISA Affiliate of Apache or of Seller or the PBGC; (c) neither Apache, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has withdrawn from any multiemployer plan with respect to which there is any current outstanding liability; and (d) since January 1, 2005, all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made and prior to January 1, 2005 all material contributions to Benefit Plans that were required to be made under such Benefit Plans have been made. 3.9.3 Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable laws, including ERISA and the Code. 3.9.4 Except as set forth on Schedule 3.9.4, each Benefit Plan intended to qualify under Section 401 of the Code is, and since its inception has been, so qualified and a determination letter (or notification letter in the case of a prototype plan) has been issued by the IRS to the effect that each such Benefit Plan is so qualified. 3.9.5 Except as expressly otherwise provided in Sections 6.2 and 6.3, and except as disclosed on Schedule 3.9.5, the execution of, and performance of the transactions contemplated by this Agreement will not (either alone or to the Knowledge of Seller upon the occurrence of any additional or subsequent events) constitute an event under any Benefit Plan, trust or loan that will or would be reasonably be expected to result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Newsprint Employee or Apache Employee. 3.9.6 There are no pending or, to the Knowledge of Seller, threatened actions, suits, arbitrations or claims with respect to any Benefit Plan, other than routine claims for benefits by any current or former Newsprint Employee or Apache Employee against Seller, Apache or any Benefit Plan. 3.9.7 Seller in respect of Newsprint Employees and Apache have no liability, actual or contingent, by reason of any employee who was improperly excluded from participating in any Benefit Plan. 3.9.8 Except as set forth on Schedule 3.9.8, (i) neither Seller, Apache nor any Benefit Plan has received written notice, nor to the Knowledge of Seller, oral notice, that Seller in respect of Newsprint Employees, Apache, or any Benefit Plan is under audit or investigation or similar proceeding by the IRS, the Department of Labor, the PBGC or other governmental authorities, and (ii) to the Knowledge of Seller, no such audit, investigation, or proceeding is threatened. 3.9.9 With respect to the Multiemployer Plan, in its three (3) most recently completed plan years, there has not been a “contribution decline” or “partial cessation” (as each is defined in Section 4205 of ERISA) with respect to Seller or any of its ERISA Affiliates. The representations and warranties contained in this Section 3.9 and in Section 3.14 are the only representations and warranties made by Seller with respect to matters arising under ERISA or concerning Benefit Plans.

Benefit Plans; ERISA. 3.9.1 Except for Seller’s equity compensation plans, all (a) Section 3.12(a) of the Disclosure Schedule contains a true and complete list of each Benefit Plans are listed on Schedule 3.9.1(a). Except as provided on Schedule 3.9.1(b), with Plan. (b) With respect to each material Benefit Plan, Seller or Apache has heretofore made available to Purchaser, true and complete copies of the following documentshave been provided or made available to Purchaser: (i) a copy of each written Benefit Planthe three (3) most recent annual reports (if required under ERISA), including all schedules and attachments; (ii) a copy of the most recent latest/current summary plan description (if required under ERISA ERISA), together with respect theretoeach summary of material modifications required under ERISA; (iii) if the each such written Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest Form 5500, if applicableall amendments and restatements thereto; and (iv) the most recent determination letter received from the IRS with respect to each Benefit Plan intended to qualify under Section 401(a) Qualified Plan, the most recent determination, opinion or advisory letter, ruling or notice issued by the IRS or any other Governmental or Regulatory Authority, and a complete set of plan documents since inception or, if later, the date of the Code. 3.9.2 Except as disclosed on Schedule 3.9.2: last IRS determination or opinion letter; (av) Seller all trust agreements, insurance contracts, and Apache are members of a controlled group as defined in 430(k)(6)(Cother funding vehicles, (vi) of the Code. All contributions required under Sections 412 and 430 of the Code to each Benefit Plan have been made; (b) neither Apache, nor Seller with respect to the Newsprint Businessextent applicable, nor any ERISA Affiliate the most recent financial statements; (vii) all contracts with third party administrators, investment managers, consultants, and other service providers; (viii) all reports, including all discrimination testing reports, submitted within the three (3) years preceding the Closing Date by third party administrators, actuaries, investment managers, consultants, or other service providers; (ix) all correspondence within the last six (6) years to or from the IRS, U.S. Department of Apache Labor or of Seller with respect other Governmental or Regulatory Authority; and (x) such additional documents related to the Newsprint Business, has filed a notice of intent Benefit Plans as are reasonably requested by Purchaser prior to terminate any single-employer defined benefit pension plan or has adopted an amendment to treat a single-employer defined benefit pension plan as terminated, nor has such a plan been terminated by Apache, Seller, any ERISA Affiliate of Apache or of Seller or the PBGC;Closing Date. (c) neither Apache, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has withdrawn from any multiemployer plan with respect to which there is any current outstanding liability; and (d) since January 1, 2005, all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made and prior to January 1, 2005 all material contributions to Benefit Plans that were required to be made under such Benefit Plans have been made. 3.9.3 Each Benefit Plan complies and has been operated and administered in all material respects in accordance with its terms the applicable Benefit Plan documents and with all applicable laws, Laws (including ERISA and the Code). Each Benefit Plan that is intended to be a Qualified Plan has received a favorable determination letter from the IRS, or with respect to a prototype plan, can rely on an opinion letter from the IRS to the prototype plan sponsor, to the effect that such Qualified Plan is so qualified and that the plan and the trust related thereto are exempt from federal income Taxes under Sections 401(a) and 501(a), respectively, of the Code, and, to the Knowledge of Sellers, nothing has occurred that could reasonably be expected to cause the revocation of such determination letter from the IRS or the unavailability of reliance on such opinion letter from the IRS, as applicable. 3.9.4 (d) Except as set forth on Schedule 3.9.4in Section 3.12(d) of the Disclosure Schedule, all benefits, contributions and premiums required by Sellers, the Company or any of its Subsidiaries and due under the terms of each Benefit Plan intended to qualify under Section 401 or applicable Law have been timely made and paid in accordance with the terms of the Code is, and since its inception has been, so qualified and a determination letter (or notification letter in the case of a prototype plan) has been issued by the IRS to the effect that each such Benefit Plan is so qualified. 3.9.5 Except as expressly otherwise provided in Sections 6.2 and 6.3, and except as disclosed on Schedule 3.9.5Plan, the execution ofterms of all applicable Laws and GAAP. With respect to any Benefit Plan, and performance of the transactions contemplated by this Agreement will not (either alone or no event has occurred or, to the Knowledge of Seller upon the occurrence of any additional or subsequent events) constitute an event under any Benefit PlanSellers, trust or loan is reasonably expected to occur that will has resulted in or would be reasonably be expected subject the Company or a Subsidiary to result a Tax under Section 4971 of the Code or the assets of the Company or the Subsidiaries to a lien under Section 430(k) of the Code. (e) Except as set forth in Section 3.12(e) of the Disclosure Schedule, (i) no Benefit Plan has been or is covered by Title IV of ERISA, ERISA Section 302 or 303 or Code Section 412 or 430 and neither the Company nor the Subsidiaries nor any payment ERISA Affiliate has any liability or obligation under Title IV of ERISA, ERISA Section 302 or 303 or Code Section 412 or 430; and (whether ii) neither the Company nor any Subsidiary (A) has at any time prior to the execution date of severance pay this Agreement contributed to or otherwisehad an obligation to contribute to, (B) contributes to or has an obligation to contribute to, (C) has any obligation whatsoever relating to, or (D) expects to incur an obligation relating to, any of the following: (x) any “employee pension benefit plan” as defined in ERISA Section 3(2) subject to Title IV of ERISA, Section 302 or 303 or Code Section 412 or 430, (y) any “multiemployer plan” as defined in ERISA Section 3(37) or ERISA Section 4001(a)(3), accelerationor (z) a “multiple employer plan” (within the meaning of Code Section 413(c) or ERISA Section 4001(a)(3)). (f) Except as set forth in Section 3.12(f) of the Disclosure Schedule and other than as required under Section 4980B of the Code or other applicable Laws, forgiveness of indebtedness, vesting, distribution, increase in no Benefit Plan provides benefits or obligation to fund coverage in the nature of health, life or disability insurance following retirement or other termination of employment (other than death benefits with respect to any Newsprint Employee or Apache Employeewhen termination occurs upon death). 3.9.6 There are (g) Except as set forth in Section 3.12(g) of the Disclosure Schedule: (i) there is no pending or, to the Knowledge of SellerSellers, threatened actions, suits, arbitrations Actions or claims with respect Proceedings relating to any a Benefit Plan, other than routine claims for benefits by any current or former Newsprint Employee or Apache Employee against Seller, Apache or any Benefit Plan. 3.9.7 Seller in respect of Newsprint Employees and Apache have no liability, actual or contingent, by reason of any employee who was improperly excluded from participating in any Benefit Plan. 3.9.8 Except as set forth on Schedule 3.9.8, (i) neither Seller, Apache nor any Benefit Plan has received written notice, nor to the Knowledge of Seller, oral notice, that Seller in respect of Newsprint Employees, Apache, or any Benefit Plan is under audit or investigation or similar proceeding by the IRS, the Department of Labor, the PBGC or other governmental authorities, ; and (ii) to the Knowledge of SellerSellers, no such audit, investigation, or proceeding is threatened. 3.9.9 With respect to Benefit Plan has within the Multiemployer Plan, in its three (3) most recently completed years prior to the date hereof been the subject of an examination or audit by a Governmental or Regulatory Authority. (h) Except as set forth in Section 3.12(h) of the Disclosure Schedule, neither the execution of the Agreement nor the consummation of the Transactions will, either alone or in combination with another event: (i) result in the payment to any Company Employee, director or consultant of the Company or the Subsidiaries of any money or other property; (ii) accelerate the vesting of or provide any additional rights or benefits (including funding of compensation or benefits through a trust or otherwise) to any Company Employee, director or consultant; or (iii) limit or restrict the ability of Purchaser or its Affiliates to merge, amend or terminate any Benefit Plan. Neither the execution of this Agreement nor the consummation of the transactions contemplated hereby will result in “excess parachute payments” within the meaning of Section 280G(b) of the Code or otherwise result in any payments that would fail to be deductible under Section 280G of the Code. (i) Except as set forth on Section 3.12(i) of the Disclosure Schedule, each Benefit Plan can be terminated within thirty (30) days of the Closing Date without payment of any additional contribution or amount and without creating any unfunded or unaccrued liability or the vesting or acceleration of any benefits promised by such Benefit Plan, except with respect to vesting as may be required by law. Except as set forth on Section 3.12(i) of the Disclosure Schedule, no action or omission of the Company or any Subsidiary, Benefit Plan fiduciary, or any shareholder, director, officer, employee, or agent thereof, and no Benefit Plan documentation or agreement, summary plan yearsdescription or other written communication distributed generally to employees, in any way restricts, impairs or prohibits (whether legally binding or not) the Company, any Subsidiary, Purchaser, Purchaser’s Affiliates or any successor thereof from amending, merging, terminating or otherwise discontinuing any Benefit Plan in accordance with the express terms of any such plan and applicable law at or after Closing, except as required by law and any such amendment, merger, termination or discontinuance may occur without any liability to the Company, any Subsidiary or Purchaser or any Affiliate of Purchaser. (j) Except as set forth in Section 3.12(j) of the Disclosure Schedule, to the Knowledge of Sellers, there is no transaction nor has there been any such transaction in connection with the Company or any Subsidiary or any fiduciary of any Benefit Plan which could be subject to either a civil penalty assessed pursuant to ERISA Section 502, a tax imposed by Code Section 4975 or Liabilities for a breach of fiduciary responsibility under ERISA (including liability through an indemnification agreement or policy), and, to the Knowledge of Sellers, no basis for any such Liability exists, including, but not been a limited to, any transaction in violation of ERISA Section 406(a) or (b) or any “contribution decline” or “partial cessationprohibited transaction” (as each is defined in Code Section 4205 4975(c)(1)). (k) No Benefit Plan is funded by, associated with, or related to a “voluntary employee’s beneficiary association” within the meaning of ERISACode Section 501(c)(9), a “welfare benefit fund” within the meaning of Code Section 419, a “qualified asset account” within the meaning of Code Section 419A or a “multiple employer welfare arrangement” within the meaning of ERISA Section 3(40). (l) with respect to Seller or Neither the Company nor any of its ERISA Affiliates. The representations and warranties contained in this Subsidiaries has any obligation or Liabilities for the gross-up or reimbursement of Taxes resulting from violations of Code Section 3.9 and in Section 3.14 are the only representations and warranties made by Seller with respect to matters arising under ERISA or concerning Benefit Plans.409A.

Benefit Plans; ERISA. 3.9.1 Except for Seller’s equity compensation plans, all All Benefit Plans relating to the Company are listed on Schedule 3.9.1(ain Section 2.14 of the Disclosure Schedule, and copies of all documentation relating to such Benefit Plans have been delivered or made available to Purchaser (including copies of written Benefit Plans, written descriptions of oral Benefit Plans, summary plan descriptions, trust agreements, the three most recent annual returns, employee communications, and IRS determination letters). Except as provided on Schedule 3.9.1(b), with respect to disclosed in Section 2.14 of the Disclosure Schedule: 2.14.1 each Benefit Plan, Seller or Apache has heretofore made available to Purchaser, true and complete copies of the following documents: (i) a copy of each written Benefit Plan; (ii) a copy of the most recent summary plan description required under ERISA with respect thereto; (iii) if the Benefit Plan is funded through a trust or any third party funding vehicle, a copy of the trust or other funding agreement and the latest Form 5500administration thereof, if applicable; complies, and (iv) has at all times complied, with the most recent determination letter received from requirements of all applicable Law, including ERISA and the IRS with respect to Code, and each Benefit Plan intended to qualify under Section section 401(a) of the Code. 3.9.2 Except as disclosed on Schedule 3.9.2: (a) Seller Code has at all times since its adoption been so qualified, and Apache are members each trust which forms a part of a controlled group as defined in 430(k)(6)(Cany such plan has at all times since its adoption been tax-exempt under section 501(a) of the Code. All contributions required ; 2.14.2 no Benefit Plan has incurred any "accumulated funding deficiency" within the meaning of section 302 of ERISA or section 412 of the Code; 2.14.3 no direct, contingent or secondary liability has been incurred or is expected to be incurred by the Company under Sections 412 and 430 Title IV of ERISA to any party with respect to any Benefit Plan, or with respect to any other Plan presently or heretofore maintained or contributed to by any ERISA affiliate; 2.14.4 the "amount of unfunded benefit liabilities" within the meaning of section 4001(a)(18) of ERISA does not exceed zero with respect to any Benefit Plan subject to Title IV of ERISA; 2.14.5 no "reportable event" (within the meaning of section 4043 of ERISA) has occurred with respect to any Benefit Plan or any Plan maintained by an ERISA affiliate since the effective date of said section 4043; 2.14.6 no Benefit Plan is a multiemployer plan within the meaning of section 3(37) of ERISA; 2.14.7 Neither the Company nor any ERISA affiliate has incurred any liability for any Tax imposed under section 4971 through 4980B of the Code to each Benefit Plan have been madeor civil liability under section 502(i) or (l) of ERISA; (b) neither Apache2.14.8 no benefit under any Benefit Plan, nor Seller including, without limitation, any severance or parachute payment plan or agreement, will be established or become accelerated, vested or payable by reason of any transaction contemplated under this Agreement; 2.14.9 no Tax has been incurred under section 511 of the Code with respect to any Benefit Plan (or trust or other funding vehicle pursuant thereto); 2.14.10 no Benefit Plan provides health or death benefit coverage beyond the Newsprint Businesstermination of an employee's employment, nor except as required by Part 6 of Subtitle B of Title I of ERISA or section 4980B of the Code or any ERISA Affiliate state laws requiring continuation of Apache benefits coverage following termination of employment; 2.14.11 no suit, actions or other litigation (excluding claims for benefits incurred in the ordinary course of plan activities) have been brought or, to the knowledge of any Seller or the Company, threatened against or with respect to any Benefit Plan and there are not facts or circumstances known to any the Newsprint Business, has filed a notice of intent to terminate any single-employer defined benefit pension plan or has adopted an amendment to treat a single-employer defined benefit pension plan as terminated, nor has such a plan been terminated by Apache, Seller, any ERISA Affiliate of Apache or of Seller Sellers or the PBGC; (c) neither ApacheCompany that could reasonably be expected to give rise to any such suit, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache action or of Seller with respect to the Newsprint Business, has withdrawn from any multiemployer plan with respect to which there is any current outstanding liabilityother litigation; and (d) since January 1, 2005, 2.14.12 all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made made, and prior to January 1all benefits accrued under any unfunded Benefit Plan have been paid, 2005 accrued or otherwise adequately reserved in accordance with GAAP, all of which accruals under unfunded Benefit Plans are as disclosed in Section 2.14 of the Disclosure Schedule, and the Company has performed all material contributions to Benefit Plans that were obligations required to be made performed under such Benefit Plans have been made. 3.9.3 Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable laws, including ERISA and the Code. 3.9.4 Except as set forth on Schedule 3.9.4, each Benefit Plan intended to qualify under Section 401 of the Code is, and since its inception has been, so qualified and a determination letter (or notification letter in the case of a prototype plan) has been issued by the IRS to the effect that each such Benefit Plan is so qualified. 3.9.5 Except as expressly otherwise provided in Sections 6.2 and 6.3, and except as disclosed on Schedule 3.9.5, the execution of, and performance of the transactions contemplated by this Agreement will not (either alone or to the Knowledge of Seller upon the occurrence of any additional or subsequent events) constitute an event under any Benefit Plan, trust or loan that will or would be reasonably be expected to result in any payment (whether of severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation to fund benefits with respect to any Newsprint Employee or Apache Employee. 3.9.6 There are no pending or, to the Knowledge of Seller, threatened actions, suits, arbitrations or claims with respect to any Benefit Plan, other than routine claims for benefits by any current or former Newsprint Employee or Apache Employee against Seller, Apache or any Benefit Plan. 3.9.7 Seller in respect of Newsprint Employees and Apache have no liability, actual or contingent, by reason of any employee who was improperly excluded from participating in any Benefit Plan. 3.9.8 Except as set forth on Schedule 3.9.8, (i) neither Seller, Apache nor any Benefit Plan has received written notice, nor to the Knowledge of Seller, oral notice, that Seller in respect of Newsprint Employees, Apache, or any Benefit Plan is under audit or investigation or similar proceeding by the IRS, the Department of Labor, the PBGC or other governmental authorities, and (ii) to the Knowledge of Seller, no such audit, investigation, or proceeding is threatened. 3.9.9 With respect to the Multiemployer Plan, in its three (3) most recently completed plan years, there has not been a “contribution decline” or “partial cessation” (as each is defined in Section 4205 of ERISA) with respect to Seller or any of its ERISA Affiliates. The representations and warranties contained in this Section 3.9 and in Section 3.14 are the only representations and warranties made by Seller with respect to matters arising under ERISA or concerning Benefit Plans.

Benefit Plans; ERISA. 3.9.1 Except (a) Part 2.16 of the Disclosure Schedule identifies each salary, bonus, deferred compensation, incentive compensation, stock purchase, stock option, severance pay, termination pay, hospitalization, medical, life or other insurance, supplemental unemployment benefits, profit-sharing, pension or retirement plan, program or agreement (collectively, the "Plans") sponsored, maintained, contributed to or required to be contributed to by Seller for the benefit of any Employee, except for Plans which would not require Seller to make payments or provide benefits having a value in excess of $10,000 in the aggregate. (b) Seller does not maintain, sponsor or contribute to, and, to the best of the Knowledge of Seller’s equity compensation plans, all Benefit Plans are listed on Schedule 3.9.1(a). Except has not at any time in the past maintained, sponsored or contributed to, any Employee pension benefit plan (as provided on Schedule 3.9.1(bdefined in Section 3(2) of ERISA), with whether or not excluded from coverage under specific Titles of ERISA) for the benefit of current or former Employees (a "Pension Plan"). (c) Seller maintains, sponsors or contributes to only those Employee welfare benefit plans (as defined in Section 3(1) of ERISA, whether or not excluded from coverage under specific Titles of ERISA) for the benefit of Employees or former Employees which are described in Part 2.16 of the Disclosure Schedule (the "Welfare Plans"), none of which is a multiemployer plan (within the meaning of Section 3(37) of ERISA). (d) With respect to each Benefit Plan, Seller or Apache has heretofore made available to Purchaser, true and complete copies of the following documents: : (i) a an accurate and complete copy of each written Benefit Plan; such Plan (including all amendments thereto); (ii) a an accurate and complete copy of the most recent summary plan description description, together with each modification, if required under ERISA ERISA, with respect thereto; to such Plan, and all material Employee communications relating to such Plan; (iii) if the Benefit such Plan is funded through a trust or any third party funding vehicle, a an accurate and complete copy of the trust or other funding agreement (including all amendments thereto) and accurate and complete copies the latest Form 5500, if applicablemost recent financial statements thereof; and and (iv) accurate and complete copies of all Contracts relating to such Plan, including service provider agreements, insurance contracts, minimum premium contracts, stop-loss agreements, investment management agreements, subscription and participation agreements and recordkeeping agreements. (e) Seller is not required to be, and, to the most recent determination letter received from best of the IRS Knowledge of Seller, has never been required to be, treated as a single employer with respect to each Benefit Plan intended to qualify any other Person under Section 401(a4001(b)(1) of the Code. 3.9.2 Except as disclosed on Schedule 3.9.2: ERISA or Section 414(b), (ac), (m) Seller and Apache are members of a controlled group as defined in 430(k)(6)(Cor (o) of the Code. All contributions required Seller has never been a member of an "affiliated service group" within the meaning of Section 414(m) of the Code. To the best of the Knowledge of Seller, Seller has never made a complete or partial withdrawal from a multiemployer plan, as such term is defined in Section 3(37) of ERISA, resulting in "withdrawal liability," as such term is defined in Section 4201 of ERISA (without regard to subsequent reduction or waiver of such liability under Sections 412 either Section 4207 or 4208 of ERISA). (f) Seller does not have any plan or commitment to create any additional Welfare Plan or any Pension Plan, or to modify or change any existing Welfare Plan or Pension Plan (other than to comply with applicable law) in a manner that would affect any Employee. (g) No Welfare Plan provides death, medical or health benefits (whether or not insured) with respect to any current or former Employee after any such Employee's termination of service (other than (i) benefit coverage mandated by applicable law, including coverage provided pursuant to Section 4980B of the Code, (ii) deferred compensation benefits accrued as liabilities on the Unaudited Interim Balance Sheet, and 430 (iii) benefits the full cost of which are borne by current or former Employees (or the Employees' beneficiaries)). (h) With respect to each of the Welfare Plans constituting a group health plan within the meaning of Section 4980B(g)(2) of the Code, the provisions of Section 4980B of the Code to each Benefit Plan ("COBRA") have been made;complied with in all material respects. (bi) neither Apache, nor Seller with respect to Each of the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has filed a notice of intent to terminate any single-employer defined benefit pension plan or has adopted an amendment to treat a single-employer defined benefit pension plan as terminated, nor has such a plan been terminated by Apache, Seller, any ERISA Affiliate of Apache or of Seller or the PBGC; (c) neither Apache, nor Seller with respect to the Newsprint Business, nor any ERISA Affiliate of Apache or of Seller with respect to the Newsprint Business, has withdrawn from any multiemployer plan with respect to which there is any current outstanding liability; and (d) since January 1, 2005, all contributions to Benefit Plans that were required to be made under such Benefit Plans have been made and prior to January 1, 2005 all material contributions to Benefit Plans that were required to be made under such Benefit Plans have been made. 3.9.3 Each Benefit Plan has been operated and administered in all material respects in accordance with its terms and applicable lawsLegal Requirements, including without limitation ERISA and the Code. 3.9.4 Except as set forth on Schedule 3.9.4(j) Neither the execution, each Benefit Plan intended to qualify under Section 401 delivery or performance of this Agreement, nor the consummation of the Code is, and since its inception has been, so qualified and a determination letter (Exchange or notification letter in the case of a prototype plan) has been issued by the IRS to the effect that each such Benefit Plan is so qualified. 3.9.5 Except as expressly otherwise provided in Sections 6.2 and 6.3, and except as disclosed on Schedule 3.9.5, the execution of, and performance any of the other transactions contemplated by this Agreement Agreement, will not (either alone or to the Knowledge of Seller upon the occurrence of any additional or subsequent events) constitute an event under any Benefit Plan, trust or loan that will or would be reasonably be expected to result in any payment (whether of including any bonus, golden parachute or severance pay or otherwise), acceleration, forgiveness of indebtedness, vesting, distribution, increase in benefits or obligation payment) to fund benefits with respect to any Newsprint Employee or Apache Employee. 3.9.6 There are no pending or, to the Knowledge of Seller, threatened actions, suits, arbitrations or claims with respect to any Benefit Plan, other than routine claims for benefits by any current or former Newsprint Employee or Apache Employee against Sellerdirector of Seller (whether or not under any Plan), Apache or materially increase the benefits payable under any Benefit Plan. 3.9.7 Seller , or result in respect any acceleration of Newsprint Employees and Apache have no liability, actual the time of payment or contingent, by reason vesting of any employee who was improperly excluded from participating in any Benefit Plansuch benefits. 3.9.8 Except as set forth on Schedule 3.9.8, (i) neither Seller, Apache nor any Benefit Plan has received written notice, nor to the Knowledge of Seller, oral notice, that Seller in respect of Newsprint Employees, Apache, or any Benefit Plan is under audit or investigation or similar proceeding by the IRS, the Department of Labor, the PBGC or other governmental authorities, and (ii) to the Knowledge of Seller, no such audit, investigation, or proceeding is threatened. 3.9.9 With respect to the Multiemployer Plan, in its three (3) most recently completed plan years, there has not been a “contribution decline” or “partial cessation” (as each is defined in Section 4205 of ERISA) with respect to Seller or any of its ERISA Affiliates. The representations and warranties contained in this Section 3.9 and in Section 3.14 are the only representations and warranties made by Seller with respect to matters arising under ERISA or concerning Benefit Plans.