Common use of Employee Benefit Plans; ERISA Clause in Contracts

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material employee benefit plans (including but not limited to plans described in section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by the Company or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10

Employee Benefit Plans; ERISA. (a) Except for those matters set forth in Section 4.9 4.11(a) of the Company Disclosure Letter sets forth a list of all material Schedule, (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity- based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company or by its Subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company that would be deemed a "single employer" within the meaning of section 4001(b)(15) Section 4001 of ERISA (an "Benefit PlansERISA AFFILIATE") and all material employment and severance agreements with employees ), for the benefit of any employee or former employee of the Company or any of its ERISA Affiliates (the "Employee AgreementsPLANS"). True ) is, and complete copies has been, operated in all material respects in accordance with its terms and in substantial compliance (including the making of governmental filings) with all Benefit Plans applicable Laws, including, without limitation, ERISA and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) applicable provisions of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), such plan (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from been determined by the Internal Revenue Service stating (the "IRS") to be so qualified and is not under audit by the IRS or the Department of Labor and the Company knows of no fact or set of circumstances that it so qualifies and that its trust is exempt from taxation under section 501(a) of reasonably likely to adversely affect such qualification prior to the Code; (ii) such plan has been administered in all material respects in accordance with its terms and applicable law; Effective Time, (iii) no breaches material withdrawal liability with respect to any "multiemployer pension plan" (as defined in Section 3(37) of fiduciary duty have occurred which might reasonably ERISA) would be expected incurred by the Company and its ERISA Affiliates if withdrawal from such plan were to give rise to material liability occur on the part of the Company; Effective Time, (iv) no disputes "reportable event", as such term is defined in Section 4043(c) of ERISA (for which the 30-day notice requirement to the PBGC has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA, and (v) there are pending, no material pending or, to the best knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction (within the meaning by, on behalf of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part or against any of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account Plans or any extensions for the making of such contributions) have been made in fulltrusts related thereto other than routine benefit claim matters. (cb) (i) No Benefit Plan is a has incurred an "multiemployer pension plan,Accumulated Funding Deficiency" (as defined in section 3(37Section 302 of ERISA or Section 412 of the Code), whether or not waived, (ii) of ERISA, neither the Company nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability ERISA Affiliate has incurred any Liability under Title IV of ERISA has except for required premium payments to the Pension Benefit Guaranty Corporation ("PBGC"), which payments have been incurred by the Company or any ERISA Affiliate that has not been satisfied in fullmade when due, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10events have occurred 11

Employee Benefit Plans; ERISA. (a) Section 4.9 of With respect to the Company Disclosure Letter sets forth a list of all material Business: (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company any Seller or by any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company that would be deemed a "single employer" within the meaning of section 4001(b)(15) Section 4001 of ERISA (an "Benefit ERISA Affiliate"), for the benefit of any employee or former employee of a Division or Subsidiary or any of Sellers' ERISA Affiliates (the "Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects operated in accordance with its terms and is in compliance (including the making of governmental filings) with all applicable law; laws, including ERISA and the applicable provisions of the Code, except for failures that would not have a Seller Material Adverse Effect, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code (the "Qualified Plans") has been determined by the Internal Revenue Service to be so qualified, and, since the date of such determination, no event has occurred that would adversely effect a Plan's qualified status, (iii) no breaches "reportable event," as that term is defined in Section 4043(c) of fiduciary duty ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA that presents a risk of liability to any governmental entity or other person that would have occurred which might reasonably be expected to give rise to material liability on the part of the Company; a Seller Material Adverse Effect, and (iv) there are no disputes are pending, pending or, to the knowledge of the CompanySellers' knowledge, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction audits, investigations or litigation by, on behalf of, against or relating to, any of the Plans or any trusts related thereto that would have a Seller Material Adverse Effect. No Plan is a "multiemployer plan" (within the meaning of section 406 Sections 3(37) or 4001(a)(3) of ERISA) nor has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company Seller or any ERISA Affiliate that has not ever contributed or been satisfied in full, and no condition exists that presents a material risk required to the Company or contribute to any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare multiemployer plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of Except as previously disclosed to the Company Disclosure Letter sets forth a list of all material FMST in writing, (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity- based), severance, change in control, welfare (including post-retirement medical and life insurance) maintained by the Company or by any trade or business, and fringe benefit plans (whether or not incorporated subject to ERISA) maintained or sponsored by AP or any member of Distribution's controlled group of entities (within the meaning of Code Sections 414(b), (c), (m) or (o)) (each, an "ERISA Affiliate"), which together with for the Company would be deemed benefit of any employee or former employee of AP or any of its ERISA Affiliates (individually, a "single employerPlan," within and collectively, the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") is, and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects operated in accordance with its terms and in compliance (including the making of governmental filings) with all applicable law; laws, including ERISA and the applicable provisions of the Code, except for failures that would not, individually or in the aggregate, have a Company Material Adverse Effect, (ii) each of the Plans presently maintained by AP and intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, (iii) no breaches "reportable event," as such term is defined in Section 4043(c) of fiduciary duty have ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA which might presents a risk of liability to any governmental entity or other person which, individually or in the aggregate, may reasonably be expected to give rise to material liability on the part of the Company; have a Company Material Adverse Effect, and (iv) there are no disputes are pendingpending or threatened in writing or to AP's knowledge otherwise threatened, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction by, on behalf of or against, any of the Plans or any trust related thereto which would, individually or in the aggregate, have a Company Material Adverse Effect. No Plan is a "multiemployer plan" (within the meaning of section 406 of ERISA) nor to the knowledge of AP has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company AP or any ERISA Affiliate that has not ever contributed or been satisfied in full, and no condition exists that presents a material risk required to the Company or contribute to any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare multiemployer plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material employee benefit plans (including but not limited to plans described in section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by the Company or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Employee Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended each Employee Benefit Plan has been administered in compliance in all material respects with its terms including any provisions relating to qualify under section 401(a) contributions thereunder, and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other federal, state and other applicable laws, rules and regulations, as they relate to such Employee Benefit Plans (including funding, filing, termination, reporting, disclosure and continuation coverage obligations pursuant to Title V of the Internal Revenue Code Consolidate Omnibus Budget Reconciliation Act of 19861985, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Codeamended; (ii) such plan has been administered in all material respects in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer employee pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare benefit plan" (as defined in section 3(1Section 3(2) of ERISA), ) has been the subject of a "reportable event" (as defined in Section 4043 of ERISA) and there have been no such plan provides medical non-exempt "prohibited transactions" (as described in Section 4975 of the Code or death benefits in Part 4 of Subtitle I of ERISA) with respect to current or former employees any Employee Benefit Plan; (iii) each Employee Benefit Plan which is intended to be "qualified" within the meaning of 9 13 Section 401(a) of the Company or Code is so qualified, and any trust created pursuant to any such Employee Benefit Plan is exempt from federal income tax under Section 501(a) of its Significant Subsidiaries beyond their termination of employment (other than the Code and the IRS has issued each such Employee Benefit Plan a favorable determination letter which, to the Company's knowledge, is currently applicable, except to the extent required by applicable lawsuch failure to be qualified, exempt or applicable, would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (iv) the Company is not aware of any circumstances or event which would be reasonably likely to jeopardize the tax-qualified status of any such Employee Benefit Plan or the tax-exempt status of any related trust, or would cause the imposition of any liability, penalty or tax under ERISA or the Code with respect to any Employee Benefit Plan; (v) no material unsatisfied liabilities to participants, the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or to any other person or entity have been incurred as a result of the termination of any Employee Benefit Plan; and (vi) there has been no event with respect to an Employee Benefit Plan which would require disclosure under Section 4062(c). Section 4.10, 4063(a) or 4041(e)

Employee Benefit Plans; ERISA. (a) Section 4.9 of Except as previously disclosed to the Company Disclosure Letter sets forth a list of all material FMST in writing, (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) maintained by the Company or by any trade or business, and fringe benefit plans (whether or not incorporated subject to ERISA) maintained or sponsored by AP or any member of Distribution's controlled group of entities (within the meaning of Code Sections 414(b), (c), (m) or (o)) (each, an "ERISA Affiliate"), which together with for the Company would be deemed benefit of any employee or former employee of AP or any of its ERISA Affiliates (individually, a "single employerPlan," within and collectively, the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") is, and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects operated in accordance with its terms and in compliance (including the making of governmental filings) with all applicable law; laws, including ERISA and the applicable provisions of the Code, except for failures that would not, individually or in the aggregate, have a Company Material Adverse Effect, (ii) each of the Plans presently maintained by AP and intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, (iii) no breaches "reportable event," as such term is defined in Section 4043(c) of fiduciary duty have ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA which might presents a risk of liability to any governmental entity or other person which, individually or in the aggregate, may reasonably be expected to give rise to material liability on the part of the Company; have a Company Material Adverse Effect, and (iv) there are no disputes are pendingpending or threatened in writing or to AP's knowledge otherwise threatened, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction by, on behalf of or against, any of the Plans or any trust related thereto which would, individually or in the aggregate, have a Company Material Adverse Effect. No Plan is a "multiemployer plan" (within the meaning of section 406 of ERISA) nor to the knowledge of AP has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company AP or any ERISA Affiliate that has not ever contributed or been satisfied in full, and no condition exists that presents a material risk required to the Company or contribute to any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare multiemployer plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material employee benefit plans (including but not limited to plans described in section 3 of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) maintained by the Company or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each ----------------------------- Employee Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended each Employee Benefit Plan has been administered in compliance in all material respects with its terms including any provisions relating to qualify under section 401(a) contributions thereunder, and is in compliance in all material respects with the applicable provisions of ERISA, the Code and all other federal, state and other applicable laws, rules and regulations, as they relate to such Employee Benefit Plans (including funding, filing, termination, reporting, disclosure and continuation coverage obligations pursuant to Title V of the Internal Revenue Code Consolidate Omnibus Budget Reconciliation Act of 19861985, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Codeamended; (ii) such plan has been administered in all material respects in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer employee pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare benefit plan" (as defined in section 3(1Section 3(2) of ERISA), ) has been the subject of a "reportable event" (as defined in Section 4043 of ERISA) and there have been no such plan provides medical non-exempt "prohibited transactions" (as described in Section 4975 of the Code or death benefits in Part 4 of Subtitle I of ERISA) with respect to current or former employees any Employee Benefit Plan; (iii) each Employee Benefit Plan which is intended to be "qualified" within the meaning of 9 13 Section 401(a) of the Company or Code is so qualified, and any trust created pursuant to any such Employee Benefit Plan is exempt from federal income tax under Section 501(a) of its Significant Subsidiaries beyond their termination of employment (other than the Code and the IRS has issued each such Employee Benefit Plan a favorable determination letter which, to the Company's knowledge, is currently applicable, except to the extent required by applicable lawsuch failure to be qualified, exempt or applicable, would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect; (iv) the Company is not aware of any circumstances or event which would be reasonably likely to jeopardize the tax-qualified status of any such Employee Benefit Plan or the tax-exempt status of any related trust, or would cause the imposition of any liability, penalty or tax under ERISA or the Code with respect to any Employee Benefit Plan; (v) no material unsatisfied liabilities to participants, the IRS, the United States Department of Labor, the Pension Benefit Guaranty Corporation or to any other person or entity have been incurred as a result of the termination of any Employee Benefit Plan; and (vi) there has been no event with respect to an Employee Benefit Plan which would require disclosure under Section 4062(c). Section 4.10, 4063(a) or 4041(e) of ERISA.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material Each "employee benefit plans (including but not limited to plans described in section 3 plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) , maintained by the Company Holdings and/or any of its subsidiaries or by any trade or businessorganization which, whether or not incorporated together with Holdings and/or any such subsidiary (each, an "ERISA Affiliate"), which together with the Company would be deemed treated as a "single employer" within the meaning of section 4001(b)(15Section 414 of the Code or to which Holdings or any such ERISA Affiliate contributes (or has any obligation to contribute) or is a party and in which any Business Personnel participates or under which any of ERISA them has accrued and remains entitled to any benefit (collectively, the "Employee Benefit Plans") and all material employment and severance agreements with employees is listed on Section 3.13(a) of the Company ("Employee Agreements")Holdings Disclosure Schedule. True and complete copies Except as set forth on Section 3.13(a) of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to AcquirorHoldings Disclosure Schedule: (i) if each Employee Benefit Plan is in compliance with applicable law and has been administered and operated in accordance with its terms, except to the extent that any such noncompliance, administration or operation would not result in a material liability; (ii) each Employee Benefit Plan which is intended to qualify under section be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a favorable determination letter from the Internal Revenue Service stating Service, dated after December 31, 1993 and, to Holdings' Knowledge, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination; (iii) neither Holdings (with respect to the Business) or any of the Transferred Companies is a participant in any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (iv) the actuarial present value of the accumulated plan benefits (whether or not vested) under any Employee Benefit Plan covered by Title IV of ERISA as of the close of the plan year ended April 30, 1998 did not exceed the fair value of the assets allocable thereto; (v) the execution of this Agreement and consummation of the transactions contemplated hereby do not constitute a triggering event under any Employee Benefit Plan, policy, arrangement, statement, commitment or agreement, which (A) (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment, "parachute payment" (as such term is defined in Section 280G of the Code) or (B) by itself will result in any material payment, severance, bonus, retirement, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director of Holdings or any of its subsidiaries (other than that it so qualifies which would be solely a liability of Parent); (vi) no Employee Benefit Plan provides for post-employment or retiree welfare benefits, except to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or such other similar law; (vii) no Employee Benefit Plan maintained by Holdings or an ERISA Affiliate which is covered by Title IV of ERISA has been terminated and no proceedings have been instituted to terminate or appoint a trustee to administer any such plan; (viii) no "reportable event" (as defined in Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan maintained by Holdings or an ERISA Affiliate and covered by Title IV of ERISA; (ix) no Employee Benefit Plan maintained by Holdings or an ERISA Affiliate which is subject to Section 412 of the Code or Section 302 or ERISA has incurred any "accumulated funding deficiency," within the meaning of Section 412 of the Code or Section 302 of ERISA, or obtained a waiver of any minimum funding standard or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA; (x) neither Holdings nor any ERISA Affiliate has incurred any unsatisfied withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA to any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (xi) full payment has been timely made of all amounts which Holdings and/or any of its subsidiaries is required under applicable law or under any Employee Benefit Plan or related agreement to have paid as of the last day of the most recent fiscal year of such Employee Benefit Plan ended prior to the date hereof, and Holdings and each of its subsidiaries have made adequate provisions, in accordance with GAAP, in their financial statements for all obligations and liabilities under all Employee Benefit Plans or any related agreement or applicable law, and, to Holdings' Knowledge, no event has occurred and no condition exists that would reasonably be expected to result in a material increase in the level of such amounts paid or accrued for the most recently ended fiscal year; (xii) no Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits; (xiii) neither Holdings nor any of its trust is exempt from taxation under section 501(asubsidiaries, nor, to Holdings' Knowledge, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Benefit Plan that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code; and (iixiv) such plan no claim, action or litigation, has been administered in all material respects in accordance made or commenced with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected respect to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company any Employee Benefit Plan (other than routine claims for benefits); (v) no prohibited transaction (within benefits payable in the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in fullordinary course, and no condition exists that presents a material risk to the Company or any ERISA Affiliate appeals of incurring a material liability under denied such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISAclaims), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material Each "employee benefit plans (including but not limited to plans described in section 3 plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) , maintained by the Company Holdings and/or any of its subsidiaries or by any trade or businessorganization which, whether or not incorporated together with Holdings and/or any such subsidiary (each, an "ERISA Affiliate"), which together with the Company would be deemed treated as a "single employer" within the meaning of section 4001(b)(15Section 414 of the Code or to which Holdings or any such ERISA Affiliate contributes (or has any obligation to contribute) or is a party and in which any Business Personnel participates or under which any of ERISA them has accrued and remains entitled to any benefit (collectively, the "Employee Benefit Plans") and all material employment and severance agreements with employees is listed on Section 3.13(a) of the Company ("Employee Agreements")Holdings Disclosure Schedule. True and complete copies Except as set forth on Section 3.13(a) of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to AcquirorHoldings Disclosure Schedule: (i) if each Employee Benefit Plan is in compliance with applicable law and has been administered and operated in accordance with its terms, except to the extent that any such noncompliance, administration or operation would not result in a material liability; (ii) each Employee Benefit Plan which is intended to qualify under section be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a favorable determination letter from the Internal Revenue Service stating Service, dated after December 31, 1993 and, to Holdings' Knowledge, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination; (iii) neither Holdings (with respect to the Business) or any of the Transferred Companies is a participant in any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (iv) the actuarial present value of the accumulated plan benefits (whether or not vested) under any Employee Benefit Plan covered by Title IV of ERISA as of the close of the plan year ended April 30, 1998 did not exceed the fair value of the assets allocable thereto; (v) the execution of this Agreement and consummation of the transactions contemplated hereby do not constitute a triggering event under any Employee Benefit Plan, policy, arrangement, statement, commitment or agreement, which (A) (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment, "parachute payment" (as such term is defined in Section 280G of the Code) or (B) by itself will result in any material payment, severance, bonus, retirement, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director of Holdings or any of its subsidiaries (other than that it so qualifies which would be solely a liability of Parent); (vi) no Employee Benefit Plan provides for post-employment or retiree welfare benefits, except to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or such other similar law; (vii) no Employee Benefit Plan maintained by Holdings or an ERISA Affiliate which is covered by Title IV of ERISA has been terminated and no proceedings have been instituted to terminate or appoint a trustee to administer any such plan; (viii) no "reportable event" (as defined in Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan maintained by Holdings or an ERISA Affiliate and covered by Title IV of ERISA; (ix) no Employee Benefit Plan maintained by Holdings or an ERISA Affiliate which is subject to Section 412 of the Code or Section 302 or ERISA has incurred any "accumulated funding deficiency," within the meaning of Section 412 of the Code or Section 302 of ERISA, or obtained a waiver of any minimum funding standard or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA; (x) neither Holdings nor any ERISA Affiliate has incurred any unsatisfied withdrawal liability under Part I of Subtitle E of Title IV of ERISA to any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (xi) full payment has been timely made of all amounts which Holdings and/or any of its subsidiaries is required under applicable law or under any Employee Benefit Plan or related agreement to have paid as of the last day of the most recent fiscal year of such Employee Benefit Plan ended prior to the date hereof, and Holdings and each of its subsidiaries have made adequate provisions, in accordance with GAAP, in their financial statements for all obligations and liabilities under all Employee Benefit Plans or any related agreement or applicable law, and, to Holdings' Knowledge, no event has occurred and no condition exists that would reasonably be expected to result in a material increase in the level of such amounts paid or accrued for the most recently ended fiscal year; (xii) no Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits; (xiii) neither Holdings nor any of its trust is exempt from taxation under section 501(asubsidiaries, nor, to Holdings' Knowledge, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Benefit Plan that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code; and (iixiv) such plan no claim, action or litigation, has been administered in all material respects in accordance made or commenced with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected respect to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company any Employee Benefit Plan (other than routine claims for benefits); (v) no prohibited transaction (within benefits payable in the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in fullordinary course, and no condition exists that presents a material risk to the Company or any ERISA Affiliate appeals of incurring a material liability under denied such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISAclaims), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Except as set forth in Section 4.9 4.9(a) of the Company COMSAT Disclosure Letter sets forth a list of all material Schedule, (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company COMSAT or by its Subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company that would be deemed a "single employer" within the meaning of section 4001(b)(15) Section 4001 of ERISA (an "Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee AgreementsERISA AFFILIATE"). True and complete copies , for the benefit of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror any employee or former employee of COMSAT or any of its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended ERISA Affiliates (the "CodePLANS")) is, such plan and has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered been, operated in all material respects in accordance with its terms and in substantial compliance (including the making of filings with Governmental Authorities) with all applicable law; Laws, including, without limitation, ERISA and the applicable provisions of the Code, (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service (the "IRS") to be so qualified and is not under audit by the IRS or the Department of Labor or the subject of IRS review under the IRS Employee Plans Compliance Resolution System and COMSAT knows of no fact or set of circumstances that is reasonably likely to adversely affect such qualification, (iii) no breaches material withdrawal liability with respect to any "multiemployer plan" (as defined in Section 4001(a)(3) of fiduciary duty have occurred which might reasonably ERISA) would be expected to give rise to material liability on incurred by COMSAT and its ERISA Affiliates in the part event of the Company; a withdrawal from such plan, (iv) no disputes "reportable event", as such term is defined in Section 4043(c) of ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA, and (v) there are pending, no material pending or, to the knowledge of the CompanyCOMSAT, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction (within the meaning by, on behalf of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part or against any of the Company; and (viPlans or any trusts related thereto. Set forth in Section 4.9(a) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan COMSAT Disclosure Schedule is a "multiemployer pension plan," as defined in section 3(37) list of ERISAall Plans. A true and complete copy of each of the Plans and, nor is if applicable, the summary plan description, any Benefit Plan a plan described in section 4063(a) summary of ERISA. (d) No liability under Title IV of ERISA has been incurred by material modifications, the Company or any ERISA Affiliate that has not been satisfied in fullmost recent Form 5500, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With most recently issued IRS determination letter and actuarial report with respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect the Plans has previously been provided to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10Lockheed Xxxxxx and Acquisition Sub.

Employee Benefit Plans; ERISA. (a) Section 4.9 5.16(a) of the Company Disclosure Letter sets forth a complete and correct list of each material Company Benefit Plan. With respect to each Company Benefit Plan, the Company has made available to Parent, to the extent applicable, true, correct and complete copies of (i) the Company Benefit Plan document, including any amendments thereto and any related trusts, (ii) the most recently prepared actuarial report or financial statements, (iii) the most recent summary plan description, and all material modifications thereto, and (iv) the most recent IRS determination or opinion letter. (b) Each Company Benefit Plan, other than “multiemployer plans” within the meaning of Section 3(37) of ERISA has been established, operated and administered in compliance with Applicable Laws, including, without limitation, ERISA and the Code, except for failures to comply that, individually or in the aggregate, would not reasonably be expected to result in a Company Material Adverse Effect . Each Company Benefit Plan, which is subject to ERISA (an “ERISA Plan”) and is an “employee pension benefit plans (including but not limited plan” within the meaning of Section 3(2) of ERISA, intended to plans described in section 3 be “qualified” within the meaning of Section 401(a) of the Employee Retirement Income Security Act Code has received a favorable determination or opinion letter from the IRS or is entitled to rely upon a favorable opinion issued by the IRS. None of 1974the Company nor any Company Subsidiary have any material unsatisfied withdrawal liability in respect of any “multiemployer plan”. (c) Neither the Company, any of the Company Subsidiaries, to the Knowledge of the Company, any trustee, administrator or other third‑party fiduciary and/or party-in-interest thereof, has engaged in a transaction with respect to any ERISA Plan, which, assuming the taxable period of such transaction expired as amended ("ERISA")) maintained by of the date hereof, could subject the Company or any Company Subsidiary to a tax or penalty imposed by Section 4975 of the Code in an amount which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect. (d) There are no pending, or to the Knowledge of the Company, threatened claims (other than routine claims for benefits) by, on behalf of or against any Company Benefit Plan or any trust related thereto which, individually or in the aggregate, would reasonably be expected to result in a Company Material Adverse Effect, except as previously disclosed to Parent, and no audit or other proceeding by a Governmental Entity is pending, or to the Knowledge of the Company, threatened with respect to such plan. 31 (e) Neither the Company nor any of the Company Subsidiaries has or is expected to incur any material liability, under subtitles C or D of Title IV of ERISA or Section 4063 or 4064 of ERISA, with respect to any ongoing, frozen or terminated “single-employer plan”, within the meaning of Section 400l(a)(15) of ERISA, currently or formerly maintained, contributed to or required to be contributed to by any trade of them, or businessany other entity that, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed or any of the Company Subsidiaries, is treated as a "single employer" employer under Section 414 of the Code or Section 4001 of ERISA (an “ERISA Affiliate”). (f) Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated by this Agreement could, either alone or in combination with another event, (i) entitle any current or former employee, director, officer or independent contractor of the Company or any of the Company Subsidiaries to severance pay or any material increase in severance pay (other than severance pay required by any Applicable Law), (ii) accelerate the time of payment or vesting, or materially increase the amount of compensation due to any such employee, director, officer or independent contractor, (iii) directly or indirectly cause the Company to transfer or set aside any assets to fund any material benefits under any Company Benefit Plan, (iv) result in any forgiveness of indebtedness to any current or former employee, officer, director or independent contractor of the Company or (v) result in the payment of any amount that could, individually or in combination with any other such payment, constitute an “excess parachute payment” as defined in Section 280G(b)(1) of the Code. None of the Company nor any Company Subsidiary have any obligation to indemnify or otherwise reimburse any individual for any Taxes, interest or penalties incurred pursuant to Sections 280G, 4999 or 409A of the Code. (g) Each Company Benefit Plan that is a “nonqualified deferred compensation plan” (within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) Section 409A of the Code; (ii) such plan has been administered in all material respects in accordance compliance with its terms and applicable law; (iii) no breaches the operational and documentary requirements of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the part Section 409A of the Company; (iv) no disputes are pending, or, to Code and the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in fullregulations thereunder. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISAh), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material a. With respect to each employee benefit plans benefit, retirement or deferred compensation plan or arrangement (including but not limited to any plans described in section 3 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) , sponsored, maintained or contributed to by the Company Xxxxx or by any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Xxxxx would be deemed a "single employer" within the meaning of Section 414(b), (c) or (m) of the Code or section 4001(b)(154001(b)(1) of ERISA (a "Benefit PlansXxxxx ERISA Affiliate") and all material employment and severance agreements with employees of within six years prior to the Company Effective Time (each a "Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Xxxxx Benefit Plan, except as otherwise disclosed to Acquiror: "): (i) if intended to qualify under section 401(a) or 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan satisfies the requirements of such sections, has received a favorable determination letter from the Internal Revenue Service stating that it so qualifies with respect to its qualification, and that its related trust is has been determined to be exempt from taxation tax under section 501(a) of the CodeCode and, to the knowledge of Xxxxx, nothing has occurred since the date of such letter to adversely affect such qualification or exemption; (ii) each such plan has been administered in all material respects in accordance substantial compliance with its terms and applicable law, except for any noncompliance with respect to any such plan that could not reasonably be expected to result in a Xxxxx Material Adverse Effect; (iii) no breaches neither Xxxxx nor any Xxxxx ERISA Affiliate has engaged in, and Xxxxx and each Xxxxx ERISA Affiliate do not have any knowledge of any Person that has engaged in, any transaction or acted or failed to act in any manner that would subject Xxxxx or any Xxxxx ERISA Affiliate to any liability for a breach of fiduciary duty have occurred which might under ERISA that could reasonably be expected to give rise to material liability on the part of the Companyresult in a Xxxxx Material Adverse Effect; (iv) no disputes are pending, pending or, to the knowledge of Xxxxx or any Company ERISA Affiliate, threatened; (v) neither Xxxxx nor any Xxxxx ERISA Affiliate has engaged in, and Xxxxx and each Xxxxx ERISA Affiliate do not have any knowledge of any person that has engaged in, any transaction in violation of Section 406(a) or (b) of ERISA or Section 4975 of the Company, threatened Code for which no exemption exists under Section 408 of ERISA or Section 4975(c) of the Code or Section 4975(d) of the Code that might could reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits)result in a Xxxxx Material Adverse Effect; (vvi) to the knowledge of Xxxxx, there have been no prohibited transaction ("reportable events" within the meaning of section 406 Section 4043 of ERISA) ERISA for which the 30 day notice requirement of ERISA has occurred that might reasonably be expected to give rise to material liability on not been waived by the part of Pension Benefit Guaranty Corporation (the Company"PBGC"); and (vivii) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) due have been made in full. on a timely basis (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISAwithin, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability where applicable, the time limit established under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or Code section 412 412); (viii) no notice of intent to terminate such plan has been given under section 4041 of ERISA and no proceeding has been instituted under section 4042 of ERISA to terminate such plan; and (ix) except for defined benefit plans (if applicable), such plan may be terminated on a prospective basis without any continuing liability for benefits other than benefits accrued to the date of such termination. All contributions made or required to be made under any Xxxxx Benefit Plan meet the requirements for deductibility under the Code, whether and all contributions which are required and which have not been made have been properly recorded on the books of Xxxxx or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10Xxxxx ERISA Affiliate.

Employee Benefit Plans; ERISA. (a) Except for those matters set forth in Section 4.9 4.11(a) of the Company Disclosure Letter sets forth a list of all material Schedule, (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity- based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company or by its Subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company that would be deemed a "single employer" within the meaning of section 4001(b)(15) Section 4001 of ERISA (an "Benefit PlansERISA AFFILIATE") and all material employment and severance agreements with employees ), for the benefit of any employee or former employee of the Company or any of its ERISA Affiliates (the "Employee AgreementsPLANS"). True ) is, and complete copies has been, operated in all material respects in accordance with its terms and in substantial compliance (including the making of governmental filings) with all Benefit Plans applicable Laws, including, without limitation, ERISA and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) applicable provisions of the Internal Revenue Code of 1986, as amended (the "CodeCODE"), such plan (ii) each of the Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has received a determination letter from been determined by the Internal Revenue Service stating (the "IRS") to be so qualified and is not under audit by the IRS or the Department of Labor and the Company knows of no fact or set of circumstances that it so qualifies and that its trust is exempt from taxation under section 501(a) of reasonably likely to adversely affect such qualification prior to the Code; (ii) such plan has been administered in all material respects in accordance with its terms and applicable law; Effective Time, (iii) no breaches material withdrawal liability with respect to any "multiemployer pension plan" (as defined in Section 3(37) of fiduciary duty have occurred which might reasonably ERISA) would be expected incurred by the Company and its ERISA Affiliates if withdrawal from such plan were to give rise to material liability occur on the part of the Company; Effective Time, (iv) no disputes "reportable event", as such term is defined in Section 4043(c) of ERISA (for which the 30-day notice requirement to the PBGC has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA, and (v) there are pending, no material pending or, to the best knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction (within the meaning by, on behalf of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part or against any of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account Plans or any extensions for the making of such contributions) have been made in fulltrusts related thereto other than routine benefit claim matters. (cb) (i) No Benefit Plan is a has incurred an "multiemployer pension plan,Accumulated Funding Deficiency" (as defined in section 3(37Section 302 of ERISA or Section 412 of the Code), whether or not waived, (ii) of ERISA, neither the Company nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability ERISA Affiliate has incurred any Liability under Title IV of ERISA has except for required premium payments to the Pension Benefit Guaranty Corporation ("PBGC"), which payments have been incurred by the Company or any ERISA Affiliate that has not been satisfied in fullmade when due, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10events have occurred 18

Employee Benefit Plans; ERISA. (a) Section 4.9 of Except as previously disclosed to the Company Disclosure Letter sets forth a list of all material Parent and Sub in writing, (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity-based), severance, change in control, welfare (including post-retirement medical and life insurance) and fringe benefit plans (whether or not subject to ERISA) maintained or sponsored by the Company or by its Significant Subsidiaries or any trade member of the Company's controlled group of entities (within the meaning of Code Sections 414(b), (c), (m) or business(o)) (each, whether or not incorporated (an "ERISA Affiliate"), which together with for the benefit of any employee or former employee of the Company would be deemed or any of its ERISA Affiliates (individually, a "single employerPlan," within and collectively, the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") is, and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects operated in accordance with its terms and in compliance (including the making of governmental filings) with all applicable law; laws, including ERISA and the applicable provisions of the Code, except for failures that would not, individually or in the aggregate, have a Company Material Adverse Effect, (ii) each of the Plans presently maintained by the Company or any Significant Subsidiary and intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified, (iii) no breaches "reportable event," as such term is defined in Section 4043(c) of fiduciary duty have ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred with respect to any Plan that is subject to Title IV of ERISA which might presents a risk of liability to any governmental entity or other person which, individually or in the aggregate, reasonably be expected to give rise to material liability on the part of the Company; have a Company Material Adverse Effect, and (iv) there are no disputes are pending, or, pending or threatened in writing or to the Company's knowledge of the Companyotherwise threatened, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction by, on behalf of or against, any of the Plans or any trust related thereto which would, individually or in the aggregate, have a Company Material Adverse Effect. No Plan is a "multiemployer plan" (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected nor to give rise to material liability on the part knowledge of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA Company has been incurred by the Company or any ERISA Affiliate that has not ever contributed or been satisfied in full, and no condition exists that presents a material risk required to the Company or contribute to any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare multiemployer plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter Schedule 3.8 hereto sets forth a list of all material employee benefit plans plans, (including but not limited to plans described in section 3 3(2) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ), maintained by the Company Company, any of its Subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, Agreements have been made available to Acquiror or its representatives Parent by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiroron Schedule 3.8: (i) if intended to qualify under section 401(a) or 401(k) of the Internal Revenue Code of 1986, as amended amended, and the rules and regulations promulgated thereunder (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits)Company; (v) no prohibited transaction (within the meaning of section Section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 312 of the Code, whether or not waived. (fe) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). (f) Neither the Company nor any of its Subsidiaries has been reimbursed by the federal government or any other Governmental Entity relating to any pension or welfare benefits, or any other employee benefits or fringe benefits maintained or contributed to by the Company. (g) To the knowledge of the Company, there has been no violation (or tax incurred under) Section 4.104980B of the Code or Sections 601-609 of ERISA with respect to any Benefit Plan that could result in material liability.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material Each "employee benefit plans (including but not limited to plans described in section 3 plan," within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) , maintained by the Company Holdings and/or any of its subsidiaries or by any trade or businessorganization which, whether or not incorporated together with Holdings and/or any such subsidiary (each, an "ERISA Affiliate"), which together with the Company would be deemed treated as a "single employer" within the meaning of section 4001(b)(15Section 414 of the Code or to which Holdings or any such ERISA Affiliate contributes (or has any obligation to contribute) or is a party and in which any Business Personnel participates or under which any of ERISA them has accrued and remains entitled to any benefit (collectively, the "Employee Benefit Plans") and all material employment and severance agreements with employees is listed on Section 3.13(a) of the Company ("Employee Agreements")HOLDINGS DISCLOSURE SCHEDULE. True and complete copies Except as set forth on Section 3.13(a) of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to AcquirorHOLDINGS DISCLOSURE SCHEDULE: (i) if each Employee Benefit Plan is in compliance with applicable law and has been administered and operated in accordance with its terms, except to the extent that any such noncompliance, administration or operation would not result in a material liability; (ii) each Employee Benefit Plan which is intended to qualify under section be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a favorable determination letter from the Internal Revenue Service stating Service, dated after December 31, 1993 and, to Holdings' Knowledge, no event has occurred and no condition exists which could reasonably be expected to result in the revocation of any such determination; (iii) neither Holdings (with respect to the Business) or any of the Transferred Companies is a participant in any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (iv) the actuarial present value of the accumulated plan benefits (whether or not vested) under any Employee Benefit Plan covered by Title IV of ERISA as of the close of the plan year ended April 30, 1998 did not exceed the fair value of the assets allocable thereto; (v) the execution of this Agreement and consummation of the transactions contemplated hereby do not constitute a triggering event under any Employee Benefit Plan, policy, arrangement, statement, commitment or agreement, which (A) (either alone or upon the occurrence of any additional or subsequent event) will or may result in any payment, "parachute payment" (as such term is defined in Section 280G of the Code) or (B) by itself will result in any material payment, severance, bonus, retirement, or increase any benefits or accelerate the payment or vesting of any benefits to any employee or former employee or director of Holdings or any of its subsidiaries (other than that it so qualifies which would be solely a liability of Parent); (vi) no Employee Benefit Plan provides for post-employment or retiree welfare benefits, except to the extent required by Part 6 of Subtitle B of Title I of ERISA or Section 4980B of the Code or such other similar law; (vii) no Employee Benefit Plan maintained by Holdings or an ERISA Affiliate which is covered by Title IV of ERISA has been terminated and no proceedings have been instituted to terminate or appoint a trustee to administer any such plan; (viii) no "reportable event" (as defined in Section 4043 of ERISA) has occurred with respect to any Employee Benefit Plan maintained by Holdings or an ERISA Affiliate and covered by Title IV of ERISA; (ix) no Employee Benefit Plan maintained by Holdings or an ERISA Affiliate which is subject to Section 412 of the Code or Section 302 or ERISA has incurred any "accumulated funding deficiency," within the meaning of Section 412 of the Code or Section 302 of ERISA, or obtained a waiver of any minimum funding standard or an extension of any amortization period under Section 412 of the Code or Section 303 or 304 of ERISA; (x) neither Holdings nor any ERISA Affiliate has incurred any unsatisfied withdrawal liability under Part 1 of Subtitle E of Title IV of ERISA to any "multiemployer plan," within the meaning of Section 4001(a)(3) of ERISA; (xi) full payment has been timely made of all amounts which Holdings and/or any of its subsidiaries is required under applicable law or under any Employee Benefit Plan or related agreement to have paid as of the last day of the most recent fiscal year of such Employee Benefit Plan ended prior to the date hereof, and Holdings and each of its subsidiaries have made adequate provisions, in accordance with GAAP, in their financial statements for all obligations and liabilities under all Employee Benefit Plans or any related agreement or applicable law, and, to Holdings' Knowledge, no event has occurred and no condition exists that would reasonably be expected to result in a material increase in the level of such amounts paid or accrued for the most recently ended fiscal year; (xii) no Employee Benefit Plan provides for the payment of severance, termination, change in control or similar-type payments or benefits; (xiii) neither Holdings nor any of its trust is exempt from taxation under section 501(asubsidiaries, nor, to Holdings' Knowledge, any other "disqualified person" or "party in interest" (as defined in Section 4975(e)(2) of the Code and Section 3(14) of ERISA, respectively) has engaged in any transaction in connection with any Employee Benefit Plan that could reasonably be expected to result in the imposition of a material penalty pursuant to Section 502 of ERISA, damages pursuant to Section 409 of ERISA or a tax pursuant to Section 4975 of the Code; and (iixiv) such plan no claim, action or litigation, has been administered in all material respects in accordance made or commenced with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might reasonably be expected respect to give rise to material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company any Employee Benefit Plan (other than routine claims for benefits); (v) no prohibited transaction (within benefits payable in the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in fullordinary course, and no condition exists that presents a material risk to the Company or any ERISA Affiliate appeals of incurring a material liability under denied such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISAclaims), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material All employee benefit plans programs, plans, or arrangements (including but not limited to employee benefit plans described in section 3 within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ), ----- maintained by the Company or by any trade or businessof its ERISA Affiliates (collectively, whether or not incorporated (an the "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") are in compliance with, and at all material employment times have been administered and severance agreements with employees ----- operated in accordance with, the terms of the Company ("Employee Agreements"). True and complete copies of all Benefit such Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Planapplicable law, except as otherwise disclosed for any failure to Acquiror: (i) if so comply, operate or administer the Plans that would not, individually or in the aggregate, be reasonably likely to result in a Company Material Adverse Effect. The Internal Revenue Service has issued a determination letter to the effect that each such Plan which is intended to qualify under section be "qualified" within meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code") is so qualified (and no circumstances exist that ---- are reasonably expected to result in the revocation of any such determination). Except as set forth in Schedule 3.10 or in written documents made available to Parent or the Purchaser prior to the date hereof, such plan neither the Company, its Subsidiaries nor the ERISA Affiliates maintains or within the last six (6) years has received maintained any plan, program or arrangement subject to Title IV of ERISA (a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) "Title IV Plan"). No event which constitutes a "reportable event" as defined in ------------- Section 4043 of ERISA has occurred with respect to any Title IV Plan which presents a material risk of the Code; (ii) termination or partial termination of any such plan has been administered in all material respects in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might Plan or would reasonably be expected to give rise to result in a material liability on of the part Company or any of its Subsidiaries. No Title IV Plan has been terminated in connection with which any liability has been incurred which has not been satisfied in full. Full payment has been made, or provision has been made therefor, of all amounts which the Company or any of its Subsidiaries or ERISA Affiliates were required under the terms of the Plans and applicable law to have paid as contributions to such Plans and no Plan which is subject to Part 3 of Subtitle B of the Title I of ERISA has incurred any "accumulated funding deficiency" (within the meaning of Section 302 of ERISA or Section 412 of the Code), whether or not waived. Neither the Company nor any of its Subsidiaries has at any time during the prior six (6) years engaged in any nonexempt prohibited transactions in connection with any Plan (or its related trust) with respect to which the Company, any of its Subsidiaries, or any officer, director or employee of the Company or any of its Subsidiaries, would be subject to either a penalty pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code nor, to the knowledge of the Company; , will the consummation of the transactions contemplated by this Agreement constitute such a transaction which penalty or tax would, individually or in the aggregate, result in a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has, at any time during the prior six (iv6) years, incurred any liability under the fiduciary provisions of ERISA, other than any liability that would not individually, or in the aggregate, result in a Company Material Adverse Effect. Except for claims for benefits in the ordinary course of business, no disputes are pendingclaim, action or litigation has been made, commenced or, to the knowledge of the Company, expressly threatened with respect to any Plan that might reasonably be expected to give rise to material liability on the part of would, if adversely determined, result in a Company Material Adverse Effect. Except as set forth in Schedule 3.10, neither the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning nor any of section 406 of ERISA) its Subsidiaries or ERISA Affiliates has occurred that might reasonably be expected participated in or contributed to give rise to material liability on the part of the Company; and (vi) all contributions or been required to be made contribute to such any multiemployer plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section Section 3(37) of ERISA, nor is ERISA at any Benefit Plan a plan described in section 4063(atime during the prior six (6) of ERISAyears. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" employee pension benefit plan (as defined in section 3(1Section 3(2) of ERISA)) which is a defined benefit plan and is not a multiemployer plan, no on the date of the most recent actuarial valuation, the assets of such plan provides medical or death benefits Plan available to meet the accrued liabilities of such Plan exceeded the projected benefit obligation with respect to current the Plan based on the actuarial assumptions most recently used by the Company with respect to the Plan for financial accounting purposes. Except as set forth on Schedule 3.10, no Plan provides medical, surgical, hospitalization, death or similar benefits (whether or not insured) for employees or former employees of 9 13 the Company or any of its Significant Subsidiaries for periods extending beyond their retirement or other termination of employment (service, other than to the extent required (i) coverage mandated by applicable law, (ii) death benefits under any employee pension benefit plan, or (iii) benefits the full cost of which is borne by the current or former employee (or his or her beneficiary). Section 4.10The Company is not a party to any agreement, contract or arrangement, or any amendments thereto, that

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter Schedule 3.10 sets forth a list of all material employee benefit plans programs, plans, or arrangements (including but not limited to employee benefit plans described in section 3 within the meaning of Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) ), maintained by the Company or by any trade or businessof its ERISA Affiliates (collectively, whether or not incorporated (an the "ERISA Affiliate"), which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) of ERISA ("Benefit Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True Each of the Plans is in compliance with, and complete copies at all times has been administered and operated in accordance with, the terms of all Benefit such Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Planapplicable law, except as otherwise disclosed for any failure to Acquiror: (i) if so comply, operate or administer the Plans that would not, individually or in the aggregate, result in or be reasonably likely to result in a Company Material Adverse Effect. The Internal Revenue Service has issued a determination letter to the effect that each such Plan which is intended to qualify under section be "qualified" within meaning of Section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), ) is so qualified (and no circumstances exist that would result in the revocation of any such determination) and each such plan is so qualified. Except as set forth in Schedule 3.10, neither the Company, its Subsidiaries nor the ERISA Affiliates maintains or within the last six (6) years has received maintained any plan, program or arrangement subject to Title IV of ERISA (a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) "Title IV Plan"). No event which constitutes a "reportable event" as defined in Section 4043 of ERISA has occurred with respect to any Title IV Plan which presents a material risk of the Code; (ii) termination or partial termination of any such plan has been administered in all material respects in accordance with its terms and applicable law; (iii) no breaches of fiduciary duty have occurred which might Plan or would reasonably be expected to give rise to result in a material liability on the part of the Company; (iv) no disputes are pending, or, to the knowledge of the Company, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that of its Subsidiaries. No Title IV Plan has been terminated in connection with which any liability has been incurred which has not been satisfied in full. Full payment has been made, and no condition exists that presents a material risk to or provision has been made therefor, of all amounts which the Company or any of its Subsidiaries or ERISA Affiliate Affiliates were required under the terms of incurring a material liability under the Plans and applicable law to have paid as contributions to such Title. (e) No Benefit Plans and no Plan which is subject to Part 3 of Subtitle B of the Title I of ERISA has incurred an any "accumulated funding deficiency, as defined in section " (within the meaning of Section 302 of ERISA or section Section 412 of the Code), whether or not waived. Neither the Company nor any of its Subsidiaries has at any time during the prior six years engaged in any nonexempt prohibited transactions in connection with any Plan (for its related trust) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current which the Company, any of its Subsidiaries, or former employees any officer, director or employee of 9 13 the Company or any of its Significant Subsidiaries, would be subject to either a penalty pursuant to Section 502(i) of ERISA or a tax imposed by Section 4975 of the Code nor will the consummation of the transactions contemplated by this Agreement constitute such a transaction. Neither the Company nor any of its Subsidiaries beyond their termination has, at any time during the prior six years, incurred any liability under the fiduciary provisions of employment (other than ERISA. Except for claims for benefits in the ordinary course of business, no claim, action or litigation has been made, commenced or expressly threatened with respect to the extent required by applicable law). Section 4.10any Plan that would, if adversely determined, result in a Company Material Adverse Effect.

Employee Benefit Plans; ERISA. (a) Section 4.9 of Except as disclosed in the Company SEC Documents or the Disclosure Letter sets forth a list of all material Schedule: (i) each "employee benefit plans plan" (including but not limited to plans described as defined in section 3 Section 3(3) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA")), and all other employee benefit, bonus, incentive, stock option (or other equity-based), employment, consulting, severance, termination, retirement, change in control, medical, life insurance and other welfare (including post-retirement medical and life insurance) and fringe benefit plans, programs or funds, written or oral (whether or not subject to ERISA) maintained or sponsored by the Company or by its subsidiaries or any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company that would be deemed a "single employer" within the meaning of section 4001(b)(15Section 4001(b) of ERISA (an "Benefit ERISA Affiliate"), for the benefit of any employee or former employee of the Company or any of its ERISA Affiliates (the "Employee Plans") and all material employment and severance agreements with employees of the Company ("Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Benefit Plan, except as otherwise disclosed to Acquiror: (i) if intended to qualify under section 401(a) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan has received a determination letter from the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) of the Code; (ii) such plan has been administered in all material respects operated in accordance with its terms and is in compliance (including the making of governmental filings on a timely basis) with all applicable lawlaws, including ERISA and the applicable provisions of the Code, except for failures that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect; (ii) each of the Employee Plans intended to be "qualified" within the meaning of Section 401(a) of the Code has been determined by the Internal Revenue Service to be so qualified; (iii) no breaches "reportable event," as that term is defined in Section 4043(c) of fiduciary duty have ERISA (for which the 30-day notice requirement to the Pension Benefit Guaranty Corporation ("PBGC") has not been waived), has occurred which might with respect to any Employee Plan that is subject to Title IV of ERISA that presents a risk of liability to any governmental entity or other person that, individually or in the aggregate, would reasonably be expected to give rise to material liability on the part of the Companyhave a Company Material Adverse Effect; and (iv) there are no disputes are pending, pending or, to the knowledge of the Company's knowledge, threatened that might reasonably be expected to give rise to material liability on the part of the Company claims (other than routine claims for benefits); (v) no prohibited transaction by, on behalf of or against, any of the Employee Plans or any trusts related thereto that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Employee Plan is a "multiemployer plan" (within the meaning of section 406 of ERISA) nor has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not ever contributed or been satisfied in full, and no condition exists that presents a material risk required to the Company or contribute to any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare multiemployer plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10.

Employee Benefit Plans; ERISA. (a) Section 4.9 of the Company Disclosure Letter sets forth a list of all material a. With respect to each employee benefit plans benefit, retirement or deferred compensation plan or arrangement (including but not limited to any plans described in section 3 3(3) of the Employee Retirement Income Security Act of 1974ERISA)), as amended ("ERISA")) sponsored, maintained or contributed to by the Company Reading or by any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, which together with the Company Reading would be deemed a "single employer" within the meaning of Section 414(b), (c) or (m) of the Code or section 4001(b)(154001(b)(1) of ERISA (a "Benefit PlansReading ERISA Affiliate") and all material employment and severance agreements with employees of within six years prior to the Company Effective Time (each a "Employee Agreements"). True and complete copies of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives by the Company. (b) With respect to each Reading Benefit Plan, except as otherwise disclosed to Acquiror: "): (i) if intended to qualify under section 401(a) or 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), such plan satisfies the requirements of such sections, has received a favorable determination letter from the Internal Revenue Service stating that it so qualifies with respect to its qualification, and that its related trust is has been determined to be exempt from taxation tax under section 501(a) of the CodeCode and, to the knowledge of Reading, nothing has occurred since the date of such letter to adversely affect such qualification or exemption; (ii) each such plan has been administered in all material respects in accordance substantial compliance with its terms and applicable law, except for any noncompliance with respect to any such plan that could not reasonably be expected to result in a Reading Material Adverse Effect; (iii) no breaches neither Reading nor any Reading ERISA Affiliate has engaged in, and Reading and each Reading ERISA Affiliate do not have any knowledge of any Person that has engaged in, any transaction or acted or failed to act in any manner that would subject Reading or any Reading ERISA Affiliate to any liability for a breach of fiduciary duty have occurred which might under ERISA that could reasonably be expected to give rise to material liability on the part of the Companyresult in a Reading Material Adverse Effect; (iv) no disputes are pending, pending or, to the knowledge of Reading or any Reading ERISA Affiliate, threatened; (v) neither Reading nor any Reading ERISA Affiliate has engaged in, and Reading and each Reading ERISA Affiliate do not have any knowledge of any person that has engaged in, any transaction in violation of Section 406(a) or (b) of ERISA or Section 4975 of the Company, threatened Code for which no exemption exists under Section 408 of ERISA or Section 4975(c) -26- of the Code or Section 4975(d) of the Code that might could reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits)result in a Reading Material Adverse Effect; (vvi) to the knowledge of Reading, there have been no prohibited transaction ("reportable events" within the meaning of section 406 Section 4043 of ERISA) ERISA for which the 30 day notice requirement of ERISA has occurred that might reasonably be expected to give rise to material liability on not been waived by the part of the CompanyPBGC; and (vivii) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making of such contributions) due have been made in full. on a timely basis (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISAwithin, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability where applicable, the time limit established under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or Code section 412 412); (viii) no notice of intent to terminate such plan has been given under section 4041 of ERISA and no proceeding has been instituted under section 4042 of ERISA to terminate such plan; and (ix) except for defined benefit plans (if applicable), such plan may be terminated on a prospective basis without any continuing liability for benefits other than benefits accrued to the date of such termination. All contributions made or required to be made under any Reading Benefit Plan meet the requirements for deductibility under the Code, whether and all contributions which are required and which have not been made have been properly recorded on the books of Reading or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination of employment (other than to the extent required by applicable law). Section 4.10Reading ERISA Affiliate.

Employee Benefit Plans; ERISA. (a) Section 4.9 of 1. The Company SEC Reports or the Company Disclosure Letter sets set forth a list each employee or director benefit plan, arrangement or agreement, including without limitation any employee welfare benefit plan within the meaning of all material employee benefit plans (including but not limited to plans described in section 3 Section 3(1) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), any employee pension benefit plan within the meaning of Section 3(2) of ERISA (whether or not such plan is subject to ERISA) and any bonus, incentive, deferred compensation, vacation, stock purchase, stock option, severance, employment, change of control or fringe benefit plan, program or agreement (excluding any multi-employer plan as defined in Section 3(37) of ERISA (a "Multi-employer Plan") and any multiple employer plan within the meaning of Section 413(c) of the Code) that is sponsored, maintained or contributed to by the Company or any of its subsidiaries or by any trade or business, whether or not incorporated (an "ERISA Affiliate")incorporated, all of which together with the Company would be deemed a "single employer" within the meaning of section 4001(b)(15) Section 4001 of ERISA (the "Benefit Company Plans"). Except as disclosed in the Company SEC Reports or in the Company Disclosure Schedule, (i) and all material employment and severance agreements there have been no prohibited transactions within the meaning of Section 406 or 407 of ERISA or Section 4975 of the Code with employees respect to any of the Company Plans that could result in penalties, taxes or liabilities which would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, ("Employee Agreements"). True ii) no Company Plan is subject to Title IV of ERISA, (iii) each of the Company Plans has been operated and complete copies administered in accordance with all applicable laws during the period of all Benefit Plans and Employee Agreements, including all amendments to date, have been made available to Acquiror or its representatives time covered by the Company. (b) With respect to each Benefit Planapplicable statute of limitations, except as otherwise disclosed for failures to Acquiror: comply which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (iiv) if each of the Company Plans which is intended to qualify under section be "qualified" within the meaning of Section 401(a) of the Internal Revenue Code of 1986has been determined by the IRS to be so qualified and such determination has not been revoked by failure to satisfy any condition thereof or by a subsequent amendment thereto or a failure to amend, as amended (except that it may be necessary to make additional amendments retroactively to maintain the "Code")qualified" status of such Company Plans, and the period for making any such plan necessary retroactive amendments has received a determination letter from not expired, (v) to the Internal Revenue Service stating that it so qualifies and that its trust is exempt from taxation under section 501(a) knowledge of the Code; Company and its subsidiaries, there are no pending, threatened or anticipated claims involving any of the Company Plans other than claims for benefits in the ordinary course or claims which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, (iivi) such plan has been administered in no Company Plan provides post-retirement medical benefits to employees or directors of the Company or any of its subsidiaries beyond their retirement or other termination of service, other than coverage mandated by applicable law, (vii) all material respects contributions or other amounts payable by the Company or its subsidiaries as of the date hereof with respect to each Company Plan in respect of current or prior plan years have been paid or accrued in accordance with its terms and applicable law; generally accepted accounting principles, (iiiviii) no breaches of fiduciary duty have occurred which might reasonably be expected with respect to give rise each Multi-employer Plan contributed to material liability on the part of by the Company; (iv) no disputes are pending, or, to the knowledge of the CompanyCompany and its subsidiaries, threatened that might reasonably be expected to give rise to material liability on the part of the Company (other than routine claims for benefits); (v) no prohibited transaction (within the meaning of section 406 of ERISA) has occurred that might reasonably be expected to give rise to material liability on the part of the Company; and (vi) all contributions required to be made to such plan as of the date hereof (taking into account any extensions for the making hereof, none of such contributions) have been made in full. (c) No Benefit Plan is a "multiemployer pension plan," as defined in section 3(37) of ERISA, nor is any Benefit Plan a plan described in section 4063(a) of ERISA. (d) No liability under Title IV of ERISA has been incurred by the Company or any ERISA Affiliate that has not been satisfied in full, and no condition exists that presents a material risk to the Company or any ERISA Affiliate of incurring a material liability under such Title. (e) No Benefit Plan has incurred an accumulated funding deficiency, as defined in section 302 of ERISA or section 412 of the Code, whether or not waived. (f) With respect to each Benefit Plan that is a "welfare plan" (as defined in section 3(1) of ERISA), no such plan provides medical or death benefits with respect to current or former employees of 9 13 the Company or any of its Significant Subsidiaries beyond their termination subsidiaries has received any notification that any such Multi-employer Plan is in reorganization, has been terminated or is insolvent, (ix) the Company and each of employment its subsidiaries has complied in all respects with the Worker Adjustment and Retraining Notification Act, except for failures which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect, and (other than x) no act, omission or transaction has occurred with respect to any Company Plan that has resulted or could result in any liability of the extent required by applicable lawCompany or any subsidiary under Section 409 or 502(c)(1) or (l) of ERISA or Chapter 43 of Subtitle (A) of the Code, except for liabilities which would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect. Except as set forth in the Company Disclosure Schedule, and excluding payments in respect of outstanding Options, neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby will (i) result in any payment (including, without limitation, any severance or "excess parachute payment" (within the meaning of Section 280G of the Code). Section 4.10) becoming due to any director or employee of the Company or any of its subsidiaries under any Company Plan, (ii) increase any benefits otherwise payable under any Company Plan, or (iii) result in any acceleration of the time of payment or vesting of any such benefits.