Common use of ERISA Compliance; Labor Clause in Contracts

ERISA Compliance; Labor. (a) Section 7.10(a) of the Pinnacle Disclosure Schedule contains a complete and correct list of each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension Benefit Guaranty Corporation (which premiums have been paid when due). (b) Each Pinnacle Plan has been administered in all material respects in accordance with its terms, and each of the Pinnacle Plans (and its related trust) has been operated in material compliance with applicable Laws. Each Pinnacle Plan that is intended to be qualified under Section 401(a) of the Code has been operated in material compliance with Section 401(a) of the Code and ERISA. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Pinnacle, threatened against, or with respect to, any of the Pinnacle Plans. To the Knowledge of Pinnacle, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Plans before the Internal Revenue Service, the Department of Labor or any other Governmental Entity other than as described in Section 7.10(b) of the Pinnacle Disclosure Schedule. (c) Except as set forth in Section 7.10(c) of the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, (i) neither Pinnacle nor any of its Subsidiaries is engaged in any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Pinnacle, threatened against it, (ii) to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of Pinnacle, threatened against Pinnacle or any of its Subsidiaries, and (v) no charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices.

ERISA Compliance; Labor. (ai) Neither the Company nor any of its Subsidiaries or any other trades or businesses under common control within the meaning of Section 7.10(a4001(b)(1) of the Pinnacle Disclosure Schedule contains a complete and correct list of each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to ERISA with the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle or any of its Subsidiaries relating to(collectively, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above "Company ERISA Group") has within the level or expense incurred in respect thereof for the most recent fiscal year ended six years prior to the date hereofClosing Date maintained or contributed to any Employee Benefit Plan that has been subject to Title IV of ERISA. Each Company Employee Benefit Plan has been administered in compliance in all material respects with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws. Except as set forth in Section 7.10(aon Schedule 4.1(p) of the Pinnacle Company Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension there are no Company Employee Benefit Guaranty Corporation (which premiums have been paid when due)Plans. (bii) Each Pinnacle Plan has been administered in all material respects in accordance with its termsTrue, correct, and complete copies of each of the Pinnacle Plans (Company Employee Benefit Plans, and its related trust) has trusts, if applicable, have been operated in material compliance furnished to Concentra, along with applicable Lawsthe most recent report filed on Form 5500 and summary plan description with respect to each Company Employee Benefit Plan required to file Form 5500. Each Pinnacle Company Employee Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code has been operated in material compliance with Section 401(a) of received a favorable determination letter from the Code and ERISAIRS regarding its qualified status or the remedial amendment period for submitting a determination letter request is open. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there There are no actions, suits suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of Pinnaclethe Company, threatened against, or with respect to, any of the Pinnacle Company Employee Benefit Plans. To the Knowledge of Pinnaclethe Company, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Company Employee Benefit Plans before the Internal Revenue Service, IRS or the Department of Labor or any other Governmental Entity other than Labor. Except as described in Section 7.10(b) required by Applicable Law, none of the Pinnacle Disclosure ScheduleCompany Employee Benefit Plans provides medical insurance coverage following retirement. (ciii) Except as set forth in Section 7.10(c) of Neither the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle Company nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of Neither the Pinnacle Disclosure Schedule, (i) neither Pinnacle Company nor any of its Subsidiaries has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Each of the Company and its Subsidiaries (A) is, and has always been since January 1, 1999, in substantial compliance with all Applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is engaged not engaged, nor has it since January 1, 1999, engaged, in any unfair labor practices, and has no, and has not had since January 1, 1999, any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Pinnaclethe Company, threatened against it, (iiC) has no, and has not had since January 1, 1999, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of PinnacleCompany, threatened against Pinnacle or any of its Subsidiariesit and (D) has no, and (v) no has not had since January 1, 1999, any charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices, pending, or, to the Company's Knowledge, threatened against it. There is no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout since January 1, 1999. To the Knowledge of the Company, no union organizational campaign or representation petition is currently pending with respect to any of the employees of the Company or any of its Subsidiaries.

ERISA Compliance; Labor. (ai) Neither Concentra nor any of its Subsidiaries or any other trades or businesses under common control within the meaning of Section 7.10(a4001(b)(1) of the Pinnacle Disclosure Schedule contains a complete and correct list of each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service ERISA with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle Concentra or any of its Subsidiaries relating to(collectively, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above Concentra ERISA Group") has within the level or expense incurred in respect thereof for the most recent fiscal year ended six years prior to the date hereofClosing Date maintained or contributed to any Employee Pension Benefit Plan that has been subject to Title IV of ERISA. Each Concentra Employee Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws. In connection with the Merger, no payments have or will be made which would, in the aggregate, result in the imposition of the sanctions imposed under Sections 280G and 4999 of the Code. Except as set forth in Section 7.10(aon Schedule 4.2(n) of the Pinnacle Concentra Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension there are no Concentra Employee Benefit Guaranty Corporation (which premiums have been paid when due)Plans. (bii) Each Pinnacle Plan has been administered in all material respects in accordance with its termsTrue, correct, and complete copies of each of the Pinnacle Plans (Concentra Employee Benefit Plans, and its related trust) has trusts, if applicable, have been operated in material compliance furnished to the Company, along with applicable Lawsthe most recent report filed on Form 5500 and summary plan description with respect to each Concentra Employee Benefit Plan required to file Form 5500. Each Pinnacle Concentra Employee Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code has been operated in material compliance with Section 401(a) of received a favorable determination letter from the Code and ERISAIRS regarding its qualified status or the remedial amendment period for submitting a determination letter request is open. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there There are no actions, suits suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of PinnacleConcentra, threatened against, or with respect to, to any of the Pinnacle Concentra Employee Benefit Plans. To the Knowledge of PinnacleConcentra, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Concentra Employee Benefit Plans before the Internal Revenue Service, IRS or the Department of Labor or any other Governmental Entity other than Labor. Except as described required by Applicable Law, none of the Concentra Employee Benefit Plans provides medical insurance coverage following retirement. Each Concentra Employee Benefit Plan which is an "employee welfare benefit plan," as defined in Section 7.10(b3(1) of the Pinnacle Disclosure ScheduleERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment or termination. (ciii) Except as set forth in Section 7.10(c) of the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle Neither Concentra nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, (i) neither Pinnacle Neither Concentra nor any of its Subsidiaries has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Each of Concentra and its Subsidiaries (A) is, and has always been since January 1, 1999, in substantial compliance with all Applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is engaged not engaged, nor has it since January 1, 1999, engaged, in any unfair labor practices, and has any no, and has not had since January 1, 1999, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of PinnacleConcentra, threatened against it, (iiC) has no, and has not had since January 1, 1999, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of PinnacleConcentra, threatened against Pinnacle or any of its Subsidiariesit and (D) has no, and (v) no has not had since January 1, 1999, any charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices, pending or, to Concentra's Knowledge, threatened against it. There is no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Concentra, threatened against or affecting Concentra or any of its Subsidiaries, and none of Concentra or its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout since January 1, 1999. To the Knowledge of Concentra, no union organizational campaign or representation petition is currently pending with respect to any of the employees of Concentra or any of its Subsidiaries.

ERISA Compliance; Labor. (ai) Section 7.10(aThe present value of all accrued benefits (vested and unvested) of the Pinnacle Disclosure Schedule contains a complete and correct list of under each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle or any of its Subsidiaries relating to, or change in "employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined pension benefit plan" as such term is defined in Section 3(353(2) of ERISA, which the Fund or any other trades or businesses under common control within the meaning of Section 4001(b)(1) of ERISA with the Fund (each such defined benefit plancollectively, a the "Pinnacle Fund ERISA Group") maintains, or to which the Fund or any member of the ERISA Group is obligated to contribute (the "Fund Pension Plan"), did not, as of the respective last annual valuation dates for such Fund Pension Plans, exceed the value of the assets of such Fund Pension Plan allocable to such benefits. Except None of the Fund Pension Plans subject to Section 302 of ERISA has incurred any "accumulated funding deficiency," as set forth such term is defined in Section 7.10(a) 302 of ERISA (whether or not waived), since the effective date of such Section 302. Neither the Fund or any member of the Pinnacle Disclosure ScheduleFund ERISA Group nor any employee or partner of the Fund or any member of the Fund ERISA Group or any of the employee benefit plans of the Fund or any member of the Fund ERISA Group which are subject to ERISA, neither Pinnacle including the Fund Pension Plans, or any trusts created thereunder, or any trustee or administrator thereof, has engaged in a "prohibited transaction" as such term is described in Section 4975 of the Code, which has subjected or which could subject the Fund or any member of the Fund ERISA Group, any partner or employee of the Fund or any member of the Fund ERISA Group or any of such plans or any trust to any material tax or penalty on prohibited transactions imposed by such Section 4975. None of such Fund Pension Plans subject to Title IV of ERISA or any of their related trusts has been terminated or partially terminated, nor has there been any unreported "reportable event," as that term is defined in Section 4043 of ERISA, with respect thereto since the effective date of such Section 4043 (excluding those events as to which the thirty day notice period is waived pursuant to the regulations issued thereunder). Neither the Fund nor any member of the Pinnacle Aggregated Fund ERISA Group has contributed or been obligated to contribute at any time to any "multi-employer multiemployer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension Benefit Guaranty Corporation (which premiums have been paid when due). (b) Each Pinnacle Plan has been administered in all material respects in accordance with its terms, and each of the Pinnacle Plans (and its related trust) has been operated in material compliance with applicable Laws. Each Pinnacle Plan that is intended to be qualified under Section 401(a) of the Code has been operated in material compliance with Section 401(a) of the Code and ERISA. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Pinnacle, threatened against, or with respect to, any of the Pinnacle Plans. To the Knowledge of Pinnacle, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Plans before the Internal Revenue Service, the Department of Labor or any other Governmental Entity other than as described in Section 7.10(b) of the Pinnacle Disclosure Schedule. (c) Except as set forth in Section 7.10(c) of the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, (i) neither Pinnacle nor any of its Subsidiaries is engaged in any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Pinnacle, threatened against it, (ii) to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of Pinnacle, threatened against Pinnacle or any of its Subsidiaries, and (v) no charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices.

ERISA Compliance; Labor. (ai) The present value of all accrued benefits (vested and unvested) under all the SFX Employee Pension Benefit Plans, which any of the SFX Parties or any other trades or businesses under common control within the meaning of Section 7.10(a4001(b)(1) of ERISA with each SFX Party (collectively, the Pinnacle Disclosure Schedule contains a complete and correct list of "SFX ERISA Group") maintains, or to which each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered SFX Party or made available to the Company true and correct copies any member of the Pinnacle Plan and any amendments thereto SFX ERISA Group is or has been obligated to contribute (or if the Pinnacle Plan is not a written plan"SFX Pension Plans"), a description thereof) and the most recent determination letter received from the Internal Revenue Service with respect to each Pinnacle Plan intended to qualify under Section 401 did not, as of the Coderespective last annual valuation dates for such SFX Pension Plans, exceed the value of the assets of such SFX Pension Plan allocable to such benefits. There has been no amendment to, written interpretation None of or announcement (whether or not written) by Pinnacle such SFX Pension Plans subject to Title IV of ERISA or any of its Subsidiaries relating to, their related trusts has been terminated or change in employee participation or coverage under, partially terminated. Neither any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle SFX Party nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of SFX ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" Multiemployer Plan. Except as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle set forth on Schedule 3.1(p), neither any SFX Party nor any member of the Pinnacle Aggregated SFX ERISA Group has any liability under Title IV of ERISA, except for the payment of premiums SFX Employee Benefit Plans. With respect to the Pension SFX Employee Benefit Guaranty Corporation (which premiums have been paid when due). (b) Each Pinnacle Plan Plans, no event has been administered in all material respects in accordance with its terms, and each of the Pinnacle Plans (and its related trust) has been operated in material compliance with applicable Laws. Each Pinnacle Plan that is intended to be qualified under Section 401(a) of the Code has been operated in material compliance with Section 401(a) of the Code and ERISA. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there are no actions, suits or claims pending (other than routine claims for benefits) oroccurred and, to the Knowledge of Pinnacle, threatened against, or with respect to, any of the Pinnacle Plans. To the Knowledge of Pinnacle, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Plans before the Internal Revenue Service, the Department of Labor or any other Governmental Entity other than as described in Section 7.10(b) of the Pinnacle Disclosure Schedule. (c) Except as set forth in Section 7.10(c) of the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacleeach SFX Party, there exists no condition that would subject Pinnacle or set of circumstances in connection with which any SFX Party or any member of the Pinnacle Aggregated SFX ERISA Group could be subject to any material liability under the terms of the Pinnacle such SFX Employee Benefit Plans or applicable Laws Applicable Laws, other than (i) any payment condition or set of benefits in the normal course of plan operation and circumstances that could not reasonably be expected to have a Material Adverse Effect. (ii) the payment True, correct, and complete copies of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 each of the Code or Section 406 of ERISASFX Employee Benefit Plans, has occurred and related trusts, if applicable, have been furnished to Capstar, along with the most recent report filed on Form 5500 and summary plan description with respect to any each SFX Employee Benefit Plan required to file Form 5500. The execution and delivery of this Agreement and the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason consummation of the transactions contemplated by this Agreementhereby will not (i) require any SFX Party to make a larger contribution or pay greater benefits under any SFX Employee Benefit Plan or employment agreement or (ii) create or give rise to any additional vested rights or service credits under any SFX Employee Benefit Plan. (fiii) Except as set forth in Section 7.10(f) None of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any of its Subsidiaries SFX Parties is a party to any collective bargaining agreement. Except No SFX Party has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as set forth in Section 7.10(g) the exclusive bargaining representative of the Pinnacle Disclosure Schedule, (i) neither Pinnacle nor any of its Subsidiaries employees. Each SFX Party (A) is, and has always been since January 1, 1995, in substantial compliance with all applicable laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is engaged not engaged, nor has it since January 1, 1995, engaged, in any unfair labor practices, and has any no, and has not had since January 1, 1995, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Pinnaclesuch SFX Party, threatened against it, (iiC) has no, and has not had since January 1, 1995, any, grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Pinnaclesuch SFX Party, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiariesthreatened, against it and (iiiD) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of Pinnacle, threatened against Pinnacle or any of its Subsidiariesno, and (v) no has not had since January 1, 1995, any, charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices.,

ERISA Compliance; Labor. (ai) Set forth on Section 7.10(a3.1(o)(i) of the Pinnacle Sellers Disclosure Schedule contains is a complete and correct list of all material Employee Benefit Plans (identified as such) and all material Seller Plans (identified as such). Sellers have furnished to Buyer true and complete copies of each Pinnacle of the following documents: (i) the Seller Plans and the Employee Benefit Plans and related documents (including all amendments thereto); (ii) the most recent annual reports, actuarial reports, and financial statements, if any for each Employee Benefit Plan. With ; (iii) the most recent Summary Plan Description, together with each Summary of Material Modifications, required under ERISA with respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to the Company true Employee Benefit Plans and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereofiv) and the most recent determination letter received from the Internal Revenue Service IRS with respect to each Pinnacle Employee Benefit Plan that is intended to qualify be qualified under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle or any of its Subsidiaries relating to, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above the level or expense incurred in respect thereof for the most recent fiscal year ended prior to the date hereof. Except as set forth in on such schedule, (A) no Target Entity sponsors, or has sponsored within the last two years, an Employee Benefit Plan subject to Section 7.10(a) 412 of the Pinnacle Disclosure ScheduleCode, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Title IV or Section 414(b), 414(c302 of ERISA; (B) or 414(m) of the Code (the no "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit planprohibited transaction," as such term is defined described in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) 4975 of the Pinnacle Disclosure ScheduleCode, neither Pinnacle nor has occurred with respect to any member of the Pinnacle Aggregated Group Employee Benefit Plans or Seller Plans that would subject any Target Entity to any material Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or with respect to which any Target Entity would be subject to any material Liability; (C) no Target Entity contributes or has contributed or been obligated an obligation to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any ; (D) no liability under Title IV or Section 302 of ERISA, except for or Section 412 of the payment Code has been incurred by any Target Entity that has not been satisfied in full, and no condition exists that presents a material risk to any Target Entity of premiums to the Pension Benefit Guaranty Corporation (which premiums have been paid when due).incurring a liability under such Title or such Sections; (bE) Each Pinnacle Plan has been administered in all material respects in accordance with its terms, and respect to each of the Pinnacle Employee Benefit Plans (and its related trust) has been operated in material compliance with applicable Laws. Each Pinnacle Plan that is intended to be qualified "qualified" within the meaning of section 401(a) of the Code, each such Employee Benefit Plan satisfies, in all material respects, the requirements for "qualified" status under Section 401(a) of the Code Code, and a favorable determination letter to that effect has been operated in material compliance issued by the IRS with Section 401(arespect to each such Employee Benefit Plan. Each of the Employee Benefit Plans that is intended to satisfy the requirements of section 125 or 501(c)(9) of the Code and ERISA. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and satisfies such requirements in all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there are no actions, suits or claims pending (other than routine claims for benefits) or, to the Knowledge of Pinnacle, threatened against, or with respect to, any of the Pinnacle Plans. To the Knowledge of Pinnacle, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Plans before the Internal Revenue Service, the Department of Labor or any other Governmental Entity other than as described in Section 7.10(b) of the Pinnacle Disclosure Schedule. (c) Except as set forth in Section 7.10(c) of the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, (i) neither Pinnacle nor any of its Subsidiaries is engaged in any unfair labor practices, has any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Pinnacle, threatened against it, (ii) to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of Pinnacle, threatened against Pinnacle or any of its Subsidiaries, and (v) no charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices.respects;

ERISA Compliance; Labor. (ai) Neither Concentra nor any of its Subsidiaries or any other trades or businesses under common control within the meaning of Section 7.10(a4001(b)(1) of the Pinnacle Disclosure Schedule contains a complete and correct list of each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service ERISA with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle Concentra or any of its Subsidiaries relating to(collectively, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above Concentra ERISA Group") has within the level or expense incurred in respect thereof for the most recent fiscal year ended six years prior to the date hereofClosing Date --------------------- maintained or contributed to any Employee Pension Benefit Plan that has been subject to Title IV of ERISA. Each Concentra Employee Benefit Plan has been administered in compliance with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws. In connection with the Merger, no payments have or will be made which would, in the aggregate, result in the imposition of the sanctions imposed under Sections 280G and 4999 of the Code. Except as set forth in Section 7.10(aon Schedule 4.2(n) of the Pinnacle Concentra Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension --------------- there are no Concentra Employee Benefit Guaranty Corporation (which premiums have been paid when due)Plans. (bii) Each Pinnacle Plan has been administered in all material respects in accordance with its termsTrue, correct, and complete copies of each of the Pinnacle Plans (Concentra Employee Benefit Plans, and its related trust) has trusts, if applicable, have been operated in material compliance furnished to the Company, along with applicable Lawsthe most recent report filed on Form 5500 and summary plan description with respect to each Concentra Employee Benefit Plan required to file Form 5500. Each Pinnacle Concentra Employee Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code has been operated in material compliance with Section 401(a) of received a favorable determination letter from the Code and ERISAIRS regarding its qualified status or the remedial amendment period for submitting a determination letter request is open. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there There are no actions, suits suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of PinnacleConcentra, threatened against, or with respect to, to any of the Pinnacle Concentra Employee Benefit Plans. To the Knowledge of PinnacleConcentra, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Concentra Employee Benefit Plans before the Internal Revenue Service, IRS or the Department of Labor or any other Governmental Entity other than Labor. Except as described required by Applicable Law, none of the Concentra Employee Benefit Plans provides medical insurance coverage following retirement. Each Concentra Employee Benefit Plan which is an "employee welfare benefit plan," as defined in Section 7.10(b3(1) of the Pinnacle Disclosure ScheduleERISA, may be unilaterally amended or terminated in its entirety without liability except as to benefits accrued prior to such amendment or termination. (ciii) Except as set forth in Section 7.10(c) of the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle Neither Concentra nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, (i) neither Pinnacle Neither Concentra nor any of its Subsidiaries has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Each of Concentra and its Subsidiaries (A) is, and has always been since January 1, 1999, in substantial compliance with all Applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is engaged not engaged, nor has it since January 1, 1999, engaged, in any unfair labor practices, and has any no, and has not had since January 1, 1999, any, unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of PinnacleConcentra, threatened against it, (iiC) has no, and has not had since January 1, 1999, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of PinnacleConcentra, threatened against Pinnacle or any of its Subsidiariesit and (D) has no, and (v) no has not had since January 1, 1999, any charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices, pending or, to Concentra's Knowledge, threatened against it. There is no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of Concentra, threatened against or affecting Concentra or any of its Subsidiaries, and none of Concentra or its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout since January 1, 1999. To the Knowledge of Concentra, no union organizational campaign or representation petition is currently pending with respect to any of the employees of Concentra or any of its Subsidiaries.

ERISA Compliance; Labor. (ai) Neither the Company nor any of its Subsidiaries or any other trades or businesses under common control within the meaning of Section 7.10(a4001(b)(1) of the Pinnacle Disclosure Schedule contains a complete and correct list of each Pinnacle Plan. With respect to each Pinnacle Plan, CEH LLC has heretofore delivered or made available to ERISA with the Company true and correct copies of the Pinnacle Plan and any amendments thereto (or if the Pinnacle Plan is not a written plan, a description thereof) and the most recent determination letter received from the Internal Revenue Service with respect to each Pinnacle Plan intended to qualify under Section 401 of the Code. There has been no amendment to, written interpretation of or announcement (whether or not written) by Pinnacle or any of its Subsidiaries relating to(collectively, or change in employee participation or coverage under, any Pinnacle Plan that would increase materially the expense of maintaining such Pinnacle Plan above "Company ERISA Group") has within the level or expense incurred in respect thereof for the most recent fiscal year ended six years prior to the date hereof------------------- Closing Date maintained or contributed to any Employee Benefit Plan that has been subject to Title IV of ERISA. Each Company Employee Benefit Plan has been administered in compliance in all material respects with its terms, the applicable provisions of ERISA, the Code and all other Applicable Laws. Except as set forth in Section 7.10(aon Schedule 4.1(p) of the Pinnacle Company Disclosure Schedule, neither Pinnacle nor any other entity required to be aggregated with Pinnacle under Section 414(b), 414(c) or 414(m) of the Code (the "Pinnacle Aggregated Group") sponsors, and neither Pinnacle nor any member of the Pinnacle Aggregated Group has sponsored since the inception of Pinnacle, a "defined benefit plan" as such term is defined in Section 3(35) of ERISA (each such defined benefit plan, a "Pinnacle Pension Plan"). Except as set forth in Section 7.10(a) of the Pinnacle Disclosure Schedule, neither Pinnacle nor any member of the Pinnacle Aggregated Group has contributed or been obligated to contribute at any time to any "multi-employer plan" as such term is defined in Section 3(37) or Section 4001(a)(3) of ERISA. Neither Pinnacle nor any member of the Pinnacle Aggregated Group has any liability under Title IV of ERISA, except for the payment of premiums to the Pension there are no --------------- Company Employee Benefit Guaranty Corporation (which premiums have been paid when due)Plans. (bii) Each Pinnacle Plan has been administered in all material respects in accordance with its termsTrue, correct, and complete copies of each of the Pinnacle Plans (Company Employee Benefit Plans, and its related trust) has trusts, if applicable, have been operated in material compliance furnished to Concentra, along with applicable Lawsthe most recent report filed on Form 5500 and summary plan description with respect to each Company Employee Benefit Plan required to file Form 5500. Each Pinnacle Company Employee Benefit Plan that is intended to be qualified under Section 401(a) 401 of the Code has been operated in material compliance with Section 401(a) of received a favorable determination letter from the Code and ERISAIRS regarding its qualified status or the remedial amendment period for submitting a determination letter request is open. All contributions, premiums and other payments with respect to Pinnacle Plans that are due on or before the Pinnacle Ownership Date have been timely paid; and all contributions, premiums and payments with respect to each Pinnacle Plan due prior to the date hereof to any Pinnacle Plan have been timely paid. Except as set forth in Section 7.10(b) of the Pinnacle Disclosure Schedule, there There are no actions, suits suits, or claims pending (other than routine claims for benefits) or, to the Knowledge of Pinnaclethe Company, threatened against, or with respect to, any of the Pinnacle Company Employee Benefit Plans. To the Knowledge of Pinnaclethe Company, there is no matter (including any audit, examination, investigation or other inquiry) pending with respect to any of the Pinnacle Company Employee Benefit Plans before the Internal Revenue Service, IRS or the Department of Labor or any other Governmental Entity other than Labor. Except as described in Section 7.10(b) required by Applicable Law, none of the Pinnacle Disclosure ScheduleCompany Employee Benefit Plans provides medical insurance coverage following retirement. (ciii) Except as set forth in Section 7.10(c) of Neither the Pinnacle Disclosure Schedule, to the Knowledge of Pinnacle, there exists no condition that would subject Pinnacle or any member of the Pinnacle Aggregated Group to any material liability under the terms of the Pinnacle Plans or applicable Laws other than (i) any payment of benefits in the normal course of plan operation and (ii) the payment of contributions as required by the terms of such plan or applicable Law. (d) No "prohibited transaction," as such term is described in Section 4975 of the Code or Section 406 of ERISA, has occurred with respect to any of the Pinnacle Plans that would subject Pinnacle, any of its Subsidiaries, any officer of Pinnacle or any of such plans or any trust to any Tax or penalty on prohibited transactions imposed by Section 4975 of the Code or to any liability under ERISA. (e) Except as set forth in Section 7.10(e) of the Pinnacle Disclosure Schedule, no employee or former employee of Pinnacle or any of its Subsidiaries will be entitled to any additional payment or benefit, or to the acceleration of any payment or benefit, by reason of the transactions contemplated by this Agreement. (f) Except as set forth in Section 7.10(f) of the Pinnacle Disclosure Schedule, Pinnacle has the requisite power and authority under ERISA and other applicable Laws to make all changes to retiree welfare benefits (including increases in premiums and cost-sharing for former employees and their dependents) that it has previously implemented and to make all changes to retiree welfare benefits that it has announced but not yet implemented. (g) Except as set forth in Section 7.10(g) of the Pinnacle Disclosure Schedule, neither Pinnacle Company nor any of its Subsidiaries is a party to any collective bargaining agreement. Except as set forth in Section 7.10(g) of Neither the Pinnacle Disclosure Schedule, (i) neither Pinnacle Company nor any of its Subsidiaries has agreed to recognize any union or other collective bargaining representative, nor has any union or other collective bargaining representative been certified as the exclusive bargaining representative of any of its employees. Each of the Company and its Subsidiaries (A) is, and has always been since January 1, 1999, in substantial compliance with all Applicable Laws regarding labor, employment and employment practices, terms and conditions of employment, equal employment opportunity, employee benefits, affirmative action, wages and hours, plant closing and mass layoff, occupational safety and health, immigration, and workers' compensation, (B) is engaged not engaged, nor has it since January 1, 1999, engaged, in any unfair labor practices, and has no, and has not had since January 1, 1999, any unfair labor practice charges or complaints before the National Labor Relations Board pending or, to the Knowledge of Pinnaclethe Company, threatened against it, (iiC) has no, and has not had since January 1, 1999, any grievances, arbitrations, or other proceedings arising or asserted to arise under any collective bargaining agreement, pending or, to the Knowledge of Pinnacle, there are currently no union organizing activities among the employees of Pinnacle or any of its Subsidiaries, (iii) neither Pinnacle nor any of its Subsidiaries has closed any facility or implemented any new early retirement, separation or window program, nor have any such actions or programs been planned or announced for the future, (iv) there is no labor strike, walkout or other material work stoppage pending, or to the Knowledge of PinnacleCompany, threatened against Pinnacle or any of its Subsidiariesit and (D) has no, and (v) no has not had since January 1, 1999, any charges, complaints or proceedings have been asserted against Pinnacle or any of its Subsidiaries before the Equal Employment Opportunity Commission, Department of Labor or any other Governmental Entity responsible for regulating employment practices, pending, or, to the Company's Knowledge, threatened against it. There is no labor strike, slowdown, work stoppage or lockout pending or, to the Knowledge of the Company, threatened against or affecting the Company or any of its Subsidiaries, and none of the Company or any of its Subsidiaries has experienced any labor strike, slowdown, work stoppage or lockout since January 1, 1999. To the Knowledge of the Company, no union organizational campaign or representation petition is currently pending with respect to any of the employees of the Company or any of its Subsidiaries.