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Exhibit 4.1
THE GOODYEAR TIRE & RUBBER COMPANY
FLOATING RATE SENIOR NOTES DUE 2009
8.625% SENIOR NOTES DUE 2011
PURCHASE AGREEMENT
November 16, 2006
GOLDMAN, SACHS & CO.,
85 Broad Street,
New York, New York 10004.
Ladies and Gentlemen:
The Goodyear Tire & Rubber Company, an Ohio corporation (the
"Company"),
proposes, subject to the terms and conditions stated herein, to
issue and sell
to Goldman, Sachs & Co. (the "Purchaser") an aggregate of
$500.0 million
principal amount of Floating Rate Senior Notes due 2009 (the
"Floating Rate
Notes") and $500.0 million principal amount of 8.625% Senior Notes
due 2011 (the
"Fixed Rate Notes" and, together with the Floating Rate Notes,
the
"Securities"). The Securities will be issued pursuant to an
indenture (the
"Indenture") to be dated as of November 21, 2006, among the
Company, the
subsidiary guarantors signatory hereto (the "Subsidiary
Guarantors") and Wells
Fargo Bank, N.A., as trustee (the "Trustee") and will be guaranteed
on an
unsecured senior basis by each of the Subsidiary Guarantors (the
"Guarantees").
Capitalized terms used but not defined herein shall have the
meanings given to
such terms in the Pricing Circular (as defined below).
The sale of the Securities to the Purchaser will be made without
registration
under the Securities Act of 1933, as amended (the "Securities
Act"), in reliance
upon exemptions from the registration requirements of the
Securities Act.
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1. The Company
and each of the Subsidiary Guarantors, jointly and severally,
represent and warrant to, and agree with, the Purchaser that:
(a)
A preliminary offering
circular, dated November 16, 2006 (the
"Preliminary Offering Circular") and an offering circular,
dated
November 16, 2006 (the "Offering Circular"), have been prepared
in
connection with the offering of the Securities. The Preliminary
Offering Circular, as amended and supplemented immediately prior
to
the Applicable Time (as defined in Section 1(b)), is
hereinafter
referred to the "Pricing Circular". Any reference to the
Preliminary
Offering Circular, the Pricing Circular or the Offering Circular
shall
be deemed to refer to and include the Company's most recent
Annual
Report on Form 10-K and all subsequent documents filed with the
United
States Securities and Exchange Commission (the "Commission")
pursuant
to Section 13(a), 13(c) or 15(d) of the United States
Securities
Exchange Act of 1934, as amended (the "Exchange Act")
(excluding
information furnished under Item 2.02 or Item 7.01 of any
current
report on Form 8-K) on or prior to the date of such circular and
any
reference to the Preliminary Offering Circular or the Offering
Circular,
as the case may be, as amended or supplemented, as of any
specified date, shall be deemed to include (i) any documents
filed
with the Commission pursuant to Section 13(a), 13(c) or 15(d) of
the
Exchange Act after the date of the Preliminary Offering Circular
or
the Offering Circular, as the case may be, and prior to such
specified
date (excluding information furnished under Item 2.02 or 7.01 of
any
current report on Form 8-K) and (ii) any Additional Issuer
Information
(as defined in Section 5(g)) furnished by the Company prior to
the
completion of the distribution of the Securities; and all
documents
filed under the Exchange Act and so deemed to be included in
the
Preliminary Offering Circular, the Pricing Circular or the
Offering
Circular, as the case may be, or any amendment or supplement
thereto,
are hereinafter called the "Exchange Act Reports". The Exchange
Act
Reports, when they were or are filed with the Commission, conformed
or
will conform in all material respects to the applicable
requirements
of the Exchange Act and the applicable rules and regulations of
the
Commission thereunder; and no such documents were filed with
the
Commission since the Commission's close of business on the
business
day immediately prior to the date of this Agreement and prior to
the
execution of this Agreement, except as set forth on Schedule
I(a)
hereof. The Preliminary Offering Circular or the Offering Circular
and
any amendments or supplements thereto and the Exchange Act Reports
did
not and will not, as of their respective dates, contain an
untrue
statement of a material fact or omit to state a material fact
necessary in order to make the statements therein, in the light of
the
circumstances under which they were made, not misleading;
provided,
however, that this representation and warranty shall not apply to
any
statements or omissions made in reliance upon and in conformity
with
information furnished in writing to the Company by Goldman, Sachs
&
Co. expressly for use therein;
(b)
For the purposes of
this Agreement, the "Applicable Time" is 4:00 p.m.
(Eastern time) on the date of this Agreement; the Pricing Circular
as
supplemented by the information set forth in Schedule II hereto,
taken
together (collectively, the "Pricing Disclosure Package") as of
the
Applicable Time, did not include any untrue statement of a
material
fact or omit to state any material fact necessary in order to make
the
statements therein, in the light of the circumstances under which
they
were made, not misleading; and each Company Supplemental
Disclosure
Document (as defined in Section 6(a)) listed on Schedule I(b)
hereto
does not conflict with the information contained in the Pricing
Circular or the Offering Circular and each such Company
Supplemental
Disclosure Document, as supplemented by and taken together with
the
Pricing Disclosure Package as of the Applicable Time, did not
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include any untrue statement of a material fact or omit to state
any
material fact necessary in order to make the statements therein,
in
the light of the circumstances under which they were made, not
misleading; provided, however, that this representation and
warranty
shall not apply to statements or omissions made in a Company
Supplemental Disclosure Document in reliance upon and in
conformity
with information furnished in writing to the Company by Goldman,
Sachs
& Co. expressly for use therein;
(c)
Neither the Company
nor any of its subsidiaries has sustained since
the date of the latest audited financial statements included in
the
Pricing Circular any loss or interference with its business that
is
material to the Company and its subsidiaries taken as a whole
from
fire, explosion, flood or other calamity, whether or not covered
by
insurance, or from any labor dispute or court or governmental
action,
order or decree, except as set forth or contemplated in the
Pricing
Circular; and, since the respective dates as of which information
is
given in the Pricing Circular, there has not been any change in
the
capital stock (other than issuances pursuant to equity
incentive
plans) or increase in long-term debt of the Company or any of
its
subsidiaries that is material to the Company and its
subsidiaries
taken as a whole, or any material adverse change, or any
development
that would reasonably be expected to result in a material
adverse
change, in or affecting the business, properties, financial
position
or results of operations of the Company and its subsidiaries taken
as
a whole, except as set forth or contemplated in the Pricing
Circular.
As used in this Agreement, a "subsidiary" of any person means
any
corporation, association, partnership or other business entity
of
which more than 50% of the total voting power of shares of
capital
stock or other interests (including partnership interests)
entitled
(without regard to the occurrence of any contingency) to vote in
the
election of directors, managers or trustees thereof is at the
time
owned or controlled, directly or indirectly, by: (i) such person,
(ii)
such person and one or more subsidiaries of such person or (iii)
one
or more subsidiaries of such person;
(d)
The Company and its
subsidiaries have good and marketable title in fee
simple to all real property and good and marketable title to
all
personal property owned by them, in each case free and clear of
all
liens, encumbrances and defects except (i) such as are described
in
the Pricing Circular or (ii) such as do not materially affect
the
value of such property and do not interfere with the use made
and
proposed to be made of such property by the Company and its
subsidiaries or (iii) such as could not reasonably be expected,
individually or in the aggregate, to have a material adverse effect
on
the
business, properties, financial position or results of
operations
of the Company and its subsidiaries taken as a whole or on the
performance by the Company of its obligations under the Securities
(a
"Material Adverse Effect") or (iv) "Permitted Liens" as defined in
the
Indenture; and any real property and buildings held under lease by
the
Company and its subsidiaries are held by them under valid,
subsisting
and enforceable leases with such exceptions as are not material and
do
not interfere with the use made and proposed to be made of such
property and buildings by the Company and its subsidiaries taken as
a
whole in any material respect;
(e)
The Company and its
subsidiaries own, license or otherwise possess
adequate rights to use all material patents, patent
applications,
trademarks, service marks, trade names, trademark
registrations,
service mark registrations, copyrights, licenses and know-how
(including trade secrets and other unpatented and/or
unpatentable
proprietary or confidential information, systems or procedures)
necessary for the conduct of their respective businesses, except
where
the failure to own, license or otherwise possess such rights would
not
reasonably be expected to have a Material Adverse Effect; and
the
conduct of their respective businesses
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will not conflict in any respect with any such rights of others,
and
the Company and, to the best of the Company's knowledge, its
subsidiaries, have not received written notice of any claim of
infringement of or conflict with any such rights of others, except
in
each case such conflicts or infringements that, if adversely
determined against the Company or any of its subsidiaries, would
not
reasonably be expected to have a Material Adverse Effect;
(f)
The financial
statements and the related notes thereto included in the
Pricing Circular present fairly in all material respects the
consolidated financial position of the Company and its
consolidated
subsidiaries as of the dates indicated and the results of their
operations and the changes in their cash flows for the periods
specified, in each case, on a consolidated basis; such
financial
statements have been prepared in conformity with United States
generally accepted accounting principles applied on a consistent
basis
throughout the periods covered thereby; and the other financial
information included in the Pricing Circular has been derived from
the
accounting records of the Company and its subsidiaries and
presents
fairly in all material respects the information shown thereby;
(g)
Since the date of the
latest audited financial statements of the
Company included in the Pricing Circular, neither the Company nor
any
of its subsidiaries has entered into any transaction or agreement
that
is material to the Company and its subsidiaries taken as a whole
or
incurred any liability or obligation, direct or contingent, that
is
material to the Company and its subsidiaries taken as a whole,
other
than as set forth in the Pricing Circular;
(h)
Each of the Company
and the Subsidiary Guarantors has been duly
organized and is validly existing and in good standing under the
laws
of their respective jurisdictions of organization, with all
requisite
power and authority (corporate and other) necessary to own its
properties and conduct its business as described in the Pricing
Circular, and has been duly qualified as a foreign corporation
or
limited liability company for the transaction of business and is
in
good standing under the laws of each other jurisdiction in which
it
owns or leases properties or conducts any business so as to
require
such qualification, or is subject to no liability or disability
that
is material to the Company and its subsidiaries taken as a whole
by
reason of
the failure to be so qualified or in good standing in any
such jurisdiction;
(i)
The Company has an
authorized capitalization as set forth in the
Pricing Circular, and all of the issued shares of capital stock of
the
Company have been duly and validly authorized and issued and are
fully
paid and non-assessable; and all of the issued shares of capital
stock
or other equity interests of each significant subsidiary (for
purposes
of this Section, as defined in Rule 1-02 of Regulation S-X under
the
Exchange Act) of the Company have been duly and validly authorized
and
issued, are fully paid and non-assessable and (except for
directors'
qualifying shares and except as otherwise set forth in the
Pricing
Circular) the capital stock or other equity interests of each
Subsidiary Guarantor and each significant subsidiary is owned
directly
or indirectly by the Company, free and clear of any lien,
charge,
encumbrance, security interest, restriction on voting or transfer
or
any other claim of any third party other than those which are
"Permitted Liens" as defined in the Indenture. Except as described
in
the
Pricing Circular, there are no outstanding subscriptions,
rights,
warrants, calls or options to acquire, or instruments convertible
into
or exchangeable for, or agreements or understandings with respect
to
the sale or issuance of, any shares of capital stock of or
other
equity or other ownership interest in the Company or any of its
significant subsidiaries;
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(j)
Each of the Company
and the Subsidiary Guarantors has full right,
corporate or limited liability company power, as applicable,
and
authority to execute and deliver, as applicable, this Agreement,
the
Securities, the Indenture (including each Guarantee set forth
therein), the Exchange Securities (as defined in the Indenture)
(including the related guarantees) and the Registration Rights
Agreements each dated as of the Time of Delivery among the
Company,
the Subsidiary Guarantors and the Purchaser (the "Registration
Rights
Agreements" and together with this Agreement, the Securities,
the
Exchange Securities (including the related guarantees) and the
Indenture (including each Guarantee set forth therein), the
"Transaction Documents") and to perform their respective
obligations
hereunder and thereunder; and all corporate or limited
liability
company action, as applicable, required to be taken for the due
and
proper authorization, execution and delivery of each of the
Transaction Documents and the consummation of the transactions
contemplated thereby has been duly and validly taken;
(k)
The Indenture has been
duly authorized by the Company and each of the
Subsidiary Guarantors and, when duly executed and delivered in
accordance with its terms by each of the parties thereto, will
constitute a valid and legally binding agreement of the Company
and
each
of the Subsidiary Guarantors enforceable against the Company
and
each of the Subsidiary Guarantors in accordance with its terms,
subject, as to enforcement, to bankruptcy, insolvency,
fraudulent
transfer, reorganization, moratorium and other laws of general
applicability relating to or affecting creditors' rights and to
general equity principles regardless of whether considered in a
proceeding in equity or at law (collectively, the
"Enforceability
Exceptions"), and as of the Time of Delivery, the Indenture
will
conform in all material respects to the requirements of the
Trust
Indenture Act of 1939, as amended (the "Trust Indenture Act") and
the
rules and regulations of the Commission applicable to an
indenture
qualified thereunder;
(l)
The Securities have
been duly authorized by the Company and, when duly
executed, authenticated, issued and delivered as provided in
the
Indenture and paid for as provided herein, will be duly and
validly
issued and outstanding and will constitute valid and legally
binding
obligations of the Company enforceable against the Company in
accordance with their terms, subject to the Enforceability
Exceptions,
and will be entitled to the benefits of the Indenture; and the
Guarantees have been duly authorized by each of the Subsidiary
Guarantors and, when the Securities have been duly executed,
authenticated, issued and delivered as provided in the Indenture
and
paid for as provided herein, will be valid and legally binding
obligations of each of the Subsidiary Guarantors, enforceable
against
each of the Subsidiary Guarantors in accordance with their
terms,
subject to the Enforceability Exceptions, and will be entitled to
the
benefits of the Indenture;
(m)
As of the Time of
Delivery, the Exchange Securities (including the
related guarantees) will have been duly authorized by the Company
and
each of the Subsidiary Guarantors and, when duly executed,
authenticated, issued and delivered in accordance with the
Indenture
and the Registration Rights Agreements, will be duly and
validly
issued and outstanding and will constitute valid and legally
binding
obligations of the Company, as issuer, and each of the
Subsidiary
Guarantors, as guarantor, enforceable against the Company and each
of
the Subsidiary Guarantors in accordance with their terms, subject
to
the Enforceability Exceptions, and will be entitled to the benefits
of
the Indenture;
(n)
This Agreement has
been duly authorized, executed and delivered by the
Company and each of the Subsidiary Guarantors; and the
Registration
Rights Agreements have been duly
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authorized by the Company and each of the Subsidiary Guarantors
and,
when duly executed and delivered in accordance with their terms
by
each of the parties thereto, will constitute valid and legally
binding
agreements of the Company and each of the Subsidiary Guarantors
enforceable against the Company and each of the Subsidiary
Guarantors
in accordance with their terms, subject to the Enforceability
Exceptions, and except that rights to indemnity and
contribution
thereunder may be limited by applicable law and public policy.
There
are no other persons with registration rights or similar rights
to
have any securities of the Company or the Subsidiary Guarantors
other
than the Securities registered under a registration statement
filed
under the Securities Act;
(o)
Each Transaction
Document conforms in all material respects to the
description thereof contained in the Pricing Circular and the
Offering
Circular;
(p)
None of the
transactions contemplated by this Agreement (including,
without limitation, the use of the proceeds from the sale of
the
Securities as described in the Pricing Circular) will violate
or
result in a violation of Section 7 of the Exchange Act, or any
regulation promulgated thereunder, including, without
limitation,
Regulations T, U, and X of the Board of Governors of the
Federal
Reserve System;
(q)
Prior to the date
hereof, neither the Company nor any of its
affiliates (as defined in Rule 144 under the Securities Act) has
taken
any action which is designed to or which has constituted or
which
might have been expected to cause or result in stabilization or
manipulation of the price of any security of the Company in
connection
with the offering of the Securities;
(r)
The execution,
delivery and performance by each of the Company and the
Subsidiary Guarantors of each of the Transaction Documents to which
it
is a party, the issuance and sale of the Securities (including
the
Guarantees) and the compliance by each of the Company and the
Subsidiary Guarantors with all of the provisions of the
Transaction
Documents, and the consummation of the transactions herein and
therein
contemplated will not (i) conflict with or result in a breach
or
violation of any of the terms or provisions of, or constitute a
default
under, any indenture, mortgage, deed of trust, loan agreement
or other agreement or instrument to which the Company or any of
its
subsidiaries is a party or by which the Company or any of its
subsidiaries is bound or to which any of the property or assets of
the
Company or any of its subsidiaries is subject, (ii) result in
any
violation of the provisions of the Certificate of Incorporation
or
By-laws of the Company or any of the Subsidiary Guarantors or
(iii)
result in any violation of any law or statute or any judgment,
order,
rule or regulation of any court or governmental agency or body
having
jurisdiction over the Company or any of its subsidiaries or any
of
their properties or assets, except, in the case of clauses (i)
and
(iii) above, for any such conflict, breach or violation that
would
not, individually or in the aggregate, reasonably be expected to
have
a Material Adverse Effect; and no consent, approval,
authorization,
order, registration or qualification of or with any such court
or
governmental agency or body is required for the issue and sale of
the
Securities or the consummation by the Company and the
Subsidiary
Guarantors of the transactions contemplated by the Transaction
Documents, except for (i) such consents, approvals,
authorizations,
registrations or qualifications as may be required under state
securities or Blue Sky laws in connection with the purchase and
resale
of the Securities by the Purchaser and (ii) the filing of a
registration statement pursuant to the Securities Act by the
Company
with the Commission pursuant to the Registration Rights
Agreements;
(s)
Neither the Company
nor any of its subsidiaries is (i) in violation of
its Certificate of Incorporation or By-laws, (ii) in default in
the
performance or observance of any obligation,
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covenant or condition contained in any indenture, mortgage, deed
of
trust, loan agreement, lease or other agreement or instrument to
which
it is a party or by which it or any of its properties may be bound
or
(iii) in violation of any statute, law, rule, regulation,
judgment,
order or decree applicable to the Company or any of its
subsidiaries
of any court, regulatory body, administrative agency,
governmental
body, arbitrator or other authority having jurisdiction over
the
Company or such subsidiary or any of its properties, as
applicable,
except, in the case of clauses (ii) and (iii), for any default
or
violation that would not, individually or in the aggregate,
reasonably
be expected to have a Material Adverse Effect;
(t)
The statements set
forth in the Pricing Circular and the Offering
Circular under the caption "Description of Notes", insofar as
they
purport to constitute a summary of the terms of the Securities and
the
Guarantees, and under the caption "Certain United States
Federal
Income Tax Considerations", insofar as they purport to describe
the
provisions of the laws and documents referred to therein, are
accurate, complete and fair in all material respects;
(u)
Other than as set
forth in the Pricing Circular, there are no legal or
governmental proceedings pending to which the Company or any of
its
subsidiaries is a party or to which any property of the Company or
any
of its subsidiaries is the subject, which would be required to
be
disclosed in the Company's Annual Report on Form 10-K if such
report
were filed on the date hereof; and, to the best of the
Company's
knowledge, no such proceedings are threatened or contemplated
by
governmental authorities or threatened by others;
(v)
When the Securities
are issued and delivered pursuant to this
Agreement, the Securities will not be of the same class (within
the
meaning of Rule 144A under the Securities Act) as securities which
are
listed on a national securities exchange registered under Section 6
of
the Exchange Act or quoted in a U.S. automated inter-dealer
quotation
system;
(w)
The Company is subject
to Section 13 or 15(d) of the Exchange Act;
(x)
Neither the Company
nor any of its subsidiaries is, and after giving
effect to the offering and sale of the Securities, none of them
will
be an "investment company", as such term is defined in the
United
States Investment Company Act of 1940, as amended (the
"Investment
Company Act");
(y)
Neither the Company,
nor any person acting on its or their behalf
(other than the Purchaser, or any persons acting on its behalf, as
to
which no representation is made), has (i) offered or sold the
Securities by means of any general solicitation or general
advertising
within the meaning of Rule 502(c) under the Securities Act or
(ii)
engaged in any directed selling efforts within the meaning of
Regulation S under the Securities Act ("Regulation S"), and all
such
persons have complied with the offering restrictions requirement
of
Regulation S;
(z)
Within the preceding
six months, neither the Company nor any other
person acting on behalf of the Company has offered or sold to
any
person any Securities, or any securities of the same or a
similar
class as the Securities, other than Securities offered or sold to
the
Purchaser hereunder. The Company will take reasonable
precautions
designed to insure that any offer or sale, direct or indirect, in
the
United States or to any U.S. person (as defined in Rule 902 under
the
Securities Act) of any Securities or any substantially similar
security issued by the Company, within six months subsequent to
the
date on which the distribution of the Securities has been
completed
(as notified to the Company by the Purchaser), is made under
restrictions and other circumstances reasonably designed not to
affect
the status of the offer and sale of the Securities in the
United
States and to U.S. persons
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contemplated by this
Agreement as transactions exempt from the
registration provisions of the Securities Act;
(aa)
PricewaterhouseCoopers LLP, who have certified certain
consolidated
financial statements of the Company and its consolidated
subsidiaries,
are independent public accountants as required by the Securities
Act
and the rules and regulations of the Commission thereunder within
the
meaning of Rule 101 of the Code of Professional Conduct of the
American Institute of Certified Public Accountants and its
interpretations and rulings thereunder;
(bb)
The Company and its subsidiaries have paid all federal, state,
local
and foreign taxes (except for such taxes that are not yet
delinquent
or that are being contested in good faith and by proper
proceedings)
and filed all tax returns required to be paid or filed through
the
date hereof, except in each case where the failure to pay or
file
would not reasonably be expected to have a Material Adverse
Effect;
and except as otherwise disclosed in the Pricing Circular or as
would
not reasonably be expected to have a Material Adverse Effect, there
is
no tax deficiency that has been, or could reasonably be expected
to
be, asserted against the Company or any of its subsidiaries or any
of
their respective properties or assets;
(cc)
The Company and its subsidiaries possess all licenses,
certificates,
permits and other authorizations issued by, and have made all
declarations and filings with, the appropriate federal, state,
local
or foreign governmental or regulatory authorities that are
necessary
for the ownership or lease of their respective properties or
the
conduct of their respective businesses as described in the
Pricing
Circular, except where the failure to possess or make the same
would
not, individually or in the aggregate, reasonably be expected to
have
a Material Adverse Effect; and except as described in the
Pricing
Circular or as would not reasonably be expected to have a
Material
Adverse Effect, neither the Company nor any of its subsidiaries
has
received written notice of any revocation or modification of any
such
license, certificate, permit or authorization or has any reason
to
believe that any such license, certificate, permit or
authorization
will
not be renewed in the ordinary course;
(dd)
Except as described in the Pricing Circular, no labor disturbance
by
or dispute with employees of the Company or any of its
subsidiaries
exists or, to the best knowledge of the Company, is contemplated
or
threatened, in each case that would be reasonably expected to have
a
Material Adverse Effect;
(ee)
The Company and its subsidiaries (i) are in compliance with any
and
all applicable federal, state, local and foreign laws, rules,
regulations, decisions and orders relating to the protection of
human
health and safety, the environment or hazardous or toxic substances
or
wastes, pollutants or contaminants (collectively,
"Environmental
Laws"); (ii) have received and are in compliance with all
permits,
licenses or other approvals required of them under applicable
Environmental Laws to conduct their respective businesses; and
(iii)
have not received
notice of any actual or potential liability for the
investigation or remediation of any disposal or release of
hazardous
or toxic substances or wastes, pollutants or contaminants, except
in
any such case for any such failure to comply with, or failure
to
receive required permits, licenses or approvals, or liability,
as
would not, individually or in the aggregate, reasonably be expected
to
have a Material Adverse Effect;
(ff)
Except as would not reasonably be expected to have a Material
Adverse
Effect, each employee benefit plan, within the meaning of Section
3(3)
of the Employee Retirement Income Security Act of 1974, as
amended
("ERISA"), that is maintained, administered or contributed to by
the
Company or any of its affiliates for employees or former employees
of
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the Company and its affiliates is in compliance in all material
respects with its terms and the requirements of any applicable
statutes, orders, rules and regulations, including but not limited
to
ERISA and the Internal Revenue Code of 1986, as amended (the
"Code");
no prohibited transaction, within the meaning of Section 406 of
ERISA
or Section 4975 of the Code, has occurred with respect to any
such
plan excluding transactions effected pursuant to a statutory or
administrative exemption; and for each such plan that is subject
to
the funding rules of Section 412 of the Code or Section 302 of
ERISA,
except as set forth in the Pricing Circular, the fair market value
of
the assets of each such plan (excluding for these purposes accrued
but
unpaid contributions) exceeds the present value of all benefits
accrued under such plan determined using reasonable actuarial
assumptions, and no "accumulated funding deficiency" as defined
in
Section 412 of the Code has been incurred, whether or not
waived;
(gg)
Except as would not reasonably be expected to have a Material
Adverse
Effect, the Company and its subsidiaries maintain systems of
internal
accounting controls sufficient to provide reasonable assurance
that
(i) transactions are executed in accordance with management's
general
or specific authorizations; (ii) transactions are recorded as
necessary to permit preparation of financial statements in
conformity
with generally accepted accounting principles and to maintain
asset
accountability; (iii) access to assets is permitted only in
accordance
with management's general or specific authorization; and (iv)
the
recorded accountability for assets is compared with the
existing
assets at reasonable intervals and appropriate action is taken
with
respect to any differences;
(hh)
Other than as set forth in the Pricing Circular, since the date of
the
latest audited financial statements included in the Pricing
Circular,
there has been no change in the Company's internal control over
financial reporting that has materially affected, or is
reasonably
likely to
materially affect, the Company's internal control over
financial reporting;
(ii)
The Company maintains disclosure controls and procedures (as such
term
is defined in Rule 13a-15(e) of the Exchange Act) that comply with
the
requirements of the Exchange Act; such disclosure controls and
procedures have been designed to ensure that material
information
relating to the Company and its subsidiaries is made known to
the
Company's principal executive officer and principal financial
officer
by others within those entities; and such disclosure controls
and
procedures are effective; and
(
