FairPoint Communications 2005 Annual Report Download - page 169

(d) For purposes of this Agreement, the term “Environmental Laws” shall mean all federal, state, or local laws, statutes, ordinances and
regulations relating to the emission or discharge of pollutants and/or Hazardous Substances or to the environment, including without limitation, requirements
under the Clean Air Act, Federal Water Pollution Control Act, Resource Conservation and Recovery Act, Comprehensive Environmental Response
Compensation and Liability Act (“CERCLA”), the Oil Spill Act, each as amended and in effect from time to time. The term “Hazardous Substances” shall
include any substance defined as a Hazardous Substance under Section 101(14) of the Comprehensive Environmental Response Compensation and Liability
Act, asbestos, polychlorinated biphenyls, or any substance regulated as hazardous or toxic under applicable Environmental Laws. The term “Release” shall
have the meaning ascribed thereto in CERCLA.
(e) SICC and the Subsidiaries have been and are in material compliance with all applicable Environmental Laws.
2.20 Benefit Arrangements.
(a) Except as set forth in Schedule 2.20, neither SICC nor any ERISA Affiliate is or ever has been a party to any collective bargaining
agreement or employment contract, nor have any of them (alone or with one or more entities) ever sponsored, maintained or participated in, nor do any of them
currently sponsor, maintain or participate in, nor have any of them ever contributed to or been obligated to contribute to, nor are any of them currently
contributing to or obligated to contribute to, any “employee benefit plan” (within the meaning of Section 3(3) of ERISA) or any deferred compensation, bonus,
stock option, stock purchase, retainer, consulting, severance, incentive, employee perquisites, or fringe benefit plan, program, agreement or arrangement
(“Benefit Arrangement”). With respect to each Benefit Arrangement, true, correct and complete copies of the following documents have been filed or distributed
in accordance with applicable law and made available to Buyer: (i) all current plan documents and amendments thereto; (ii) Forms 5500 for the three (3) most
recent plan years for which such Forms have been filed; (iii) summary plan descriptions; (iv) the most recent determination letter received from the Internal
Revenue Service; and, (v) related trust agreements, insurance policies and contracts and other funding or administrative agreements for such Benefit
Arrangements.
(b) SICC and each ERISA Affiliate are and have always been in compliance with the applicable provisions of ERISA and the Code (including,
without limitation, COBRA and the Health Insurance Portability & Accountability Act) and other laws applicable to their Benefit Arrangements. Each Benefit
Arrangement that is intended to be “qualified” within the meaning of Section 401(a) of the Code is so qualified.
(c) No condition exists as a result of which any of SICC or any ERISA Affiliate would have any liability, whether absolute or contingent,
including any obligations under any Benefit Arrangement or obligations under federal or state tax laws, with respect to any misclassification of a Person
performing services for any of SICC or an ERISA Affiliate as an independent contractor or leased employee rather than as a common-law employee.
(d) No action, suit, proceeding, hearing or investigation with respect to any Benefit Arrangement (other than routine claims for benefits) is
pending or Threatened. No Benefit
19