Free Opposition (Other) - District Court of Colorado - Colorado

Case 1:04-cr-00153-LTB

Document 406-2

Filed 01/12/2006

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STOCK PURCHASE AND SALE AGREEMENT
This Stock Purchase and Sale Agreement ("Agreement") enteredinto this 2Mday of December, 2003,is by and amongTreve W. Kinsey,an individual residingat 7130S. Espana Way, Aurora, Colorado 80016("SeHer")and ChadE. Heinrich, an individual residing at 16000 Oak A venue,Oak Forest,Illinois 60452~4007 ("Purchaser"). Whereas, SeHer owns all of the issued and outstanding capital stock of Twentieth Century MO11.gage, Inc., a Colorado corporation ("Twentieth Century" or the "Corporation") (the "Shares"); Whereas, Seller wishesto sell andPurchaser wishesto purchase of Seller's'rwentieth all Centurystock011 termsand subjectto theconditionsset forth herein; the Now, Therefore, in consideration the above,and of the mutual covenants of contained in this agreement other goodandvaluableconsideration, is agreed follows: and it as

Section Financial Disclosurcs,Purchaseof Shares,and Price. J.
Financia~ Disc1osure~ 1,1.1 WitQdrawa!and Reimbursement RetainedEarning/> Net Income.The of and parties have calculatedand agreethat the Corporation'sRe.tained Earnings as reported on its previously filed corporateincome tax returns and Net Income as will be reported on its 2003 corporateincometax returnsas of the dateof this Agreementand at Closing arc $1,370,804.76 (the "StipulatedRetainedEarnings"). At Closing the Purchaser will reimbursethe SeHer the for StipulatedRetainedEarnings.The result of the withdrawal of StipulatedRetainedEarningsand Reimbursement therefor wm be that the Corporationwin have a Book Value after Closing of $1,370,804.76per the attached unaudited Balance Sheet and Income Statement of the CorporationdatedNovember30, 2003 asadjusted. Schedules1.1.1 and 1.l.1a.
L 1.2. Mechanics of Withdr~wal and Reimburset!1~Jlt of StipulttWlLJi~t?ined lc,grn.i!w. In order for SeHer to withdraw Stipulated Retained Earnings the following will be undertaken prior to or at closing: a. Loan Receiva~l~.::::."National Consumer. The unaudited balance sheet of the Corporation for the nine months ended September 30, 2003, as reflected in Schedule 2.6, describe an item called "Loan Receivable - National Consumer" valued at $35,021.21. Prior to closing this loan was assignedto Seller. b. MQxtgage Loan~ The unaudited balance sheet of the Corporation for the nine months ended September 30, 2003, as reflected in Schedule 2.6, also describe an item called "Mortgage Loans Owned" also referred to as "Investment in Mortgages" valued at $511,302.66 on November 24,2003, as reflected in Schedule 1.1.2.c. Prior to closing these loans and the Corporation's liability for these loans described as "Escrow on Mortgage Loans Owned" on the unaudited balance sheet of the Corporation for the nine months ended September 30, 2003, were assignedto Seller. SeHershall continue to be responsible for the Escrow on Mortgage Loans Owned. c. Purchaser's R~rsement of Sel1~r for Balance of NeLB&JajI~ Earning~. In order to reimburse Seller for the balance of the Net Retained Earnings remaining in the Corporationas describedin subparagraphs b & c, above,at Closing Purchaser a, shaH cause the sum of $1 ,370,804.76 to be wire transferred as described below. 1.2 Purchase oi..sJ.1M~§. Subject to the terms and conditions set forth herein, at the Closing (as de-Hoed below) Seller wilI sell, transfer, assign and deliver all of the Sharesowned by Seller to Purchaser and Purchaser will purchase aU of the Shares owned by SeHer, said Shares
Page l of31 Kinsey/Heinrich- 201!t Century MortgageStock Purchase Agreement.6

1.1

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constitutingone hundredpercent (100%) of all of the issuedand outstandingcapital stock of
Twentieth Century as of the Closing.

Section 2. Representations and Warr.ID1tiesof tbe SeHer. As a material inducementto Purchaser entor into this Agreementand purchase Shares,Seller represents to the and warrants that: 2.1 Org.an.iz.atlon Corpo.nH~ and Power. Twentieth Century is a corporation duly incorporatedand validly existing and in good standingunder the laws of the stateof Colorado and TwentiethCentury is qualified to do business the jurisdictions in which its ownershipof in property or conduct of business requires it to qualify, those being Arizona, Utah and Washington.Twentieth Century has all requisitecorporatepower and authOlityand all material licenses,pennits, and authorizations necessary own and operateits propertiesand to carry on to its business now conducted. as The copiesofTwentielh Century's incorporationdocuments and bylaws will be furnished to Purchaser reflect all amendments madetheretoat any time prior to thedateof Closingand will be correctandcomplete.
2.2 Capital Stock and Related Matters. The authorized capital stock of Twentieth Century consists of fifty thousand (50,000) shares of common stock, one thousand (1,000) of which arc issued and autstanding and are awned, beneficially and af record, by SeHer and no other stock of the Twentieth Century is issued and autstanding. Twentieth Century does nat have autstanding and has not agreed, arally or in writing, to.issue any stack or securities convertible or exchangeablefar any shares of its stock, nor does it have outstanding nor has it agreed, orally ar in writing, to. issue any options, wan'ants or dghts to. purchase ar otherwise acquire its stock. Twentieth Century is not subject to any obligation (contingent ar atherwise) to. repurchase or otherwise acquire or retire any shares of its stock. Twentieth Century has not violated any applicable securities laws ar regulations in cannectian with the affer or sale of its securities. All of the 0l1tstanding shares of Twentieth Century's capital stock are validly issued, fully paid, and nonassessable.Seller has, and upon purchase thereof pursuant to. the terms of this Agreement Purchaser will have, gaod and marketable title to. the Shares, free and clear of all security interests, liens, encumbrances, or other restrictions or claims, subject only to restrictians as to marketability imposed by applicable securities laws. Assuming that the representations in Section 3.5 are true and carrect, neither Seller nor Twentieth Century have violated or will violate any applicable securities laws in connection with the offer or sale of the Shares to Purchaserhereunder.

2.3 No Subsidiaries. Twentieth Centurydoesnot own or hold any rights to acquireany shares stockor any other securityor interestin anyothercorporationor entity. of
2.4 Affiliated Companies. The Seller's spouse, Stephanie Lyn Kinsey, is a substantial owner of an affiliated company, Lenders Title, LLC. a Colorado limited liability company ("Lenders"). The Corporation has utilized the services of Lenders in providing title insurance poHdes for its customers. The Seller's spouse is also the sole shareholder of a second affiliated company, DirectDocs Incorporated, a Colorado corporation ("Dire.ctDocs"). The Corporation has utilized the services of DirectDoos in providing document preparation services for its customers. DirectDocs owes the Corporation $25,000 for consulting services. Prior to Closing DirectDocs will pay its consulting fee to the Corporation. No intcrest in either Lenders Of DirectDocs is being transferred in the transaction contemplated by this Agreement. Notwithstanding the

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foregoing,the Corporation may continueto utilize the servicesof Lendersor DirectDocsafter Closingpursuantto agreement(s) separate herefrom.
2.5 Q?nduct 91 Business Liabilities. Except as set forth in Schedule 2.5, the Seller is informed and be!ieves that Twentieth Century is not in default under, and no condition exists that with notice or lapse of time would constitute a default of Twentieth Century under (i) any loan agreement, evidence of indebtedness, security agreement or other instrument evidencing borrowed money to which Twentieth Century is a party or by which Twentieth Century or the properties of Twentieth Century arc bound or (ii) any judgment, order, or injunction of any court, arbitrator, or governmental agency ,that would reasonably be expected to affect materially and adversely the business, financial condition, or resuits of operations of Twentieth Century taken as a whole. 2.6 Financial Statements. The Audited Balance Sheet and Income Statement of Twentieth CentUry for the years ended December 31, 2001 and 2002, and Unaudited Balance Sheet and Income Statement of Twentieth Century for the nine month period ending September 30,2003, when completed and delivered to Purchaser,in the form attached to this Agreement as Schedule 2.6 and the Unaudited Balance Sheet and Income Statement as of Novernber 30, 2003, Schedule 1.1.1 (collectively the "Financial Statements"), arc or wil1 be complete and accurate and fairly present the financial position of Twentieth Century as of their applicable date of presentation, and have been or wilI be prepared in accordance with generally accepted accounting principles, consistently applied, and in a manner substantially consistent with prior financial statements of Twentieth Century, except for differences resulting from normally occurring audit adjustments. including) but not limited to, income tax and tax accrual adjustments. or as noted in the Fin~mcial Statementsor the notes thereto. Except as contemplated by or pennitted under this Agreement, there arc no adjustmentsthat would be required on review of the Financial Statements that would, individually or in the aggregate)have a material negative effect upon Twentieth Century's reported financial condition. After the withdrawal by Seller of the Current Retained Earnings, as provided in § 1.1 above, the parties have agreed that the Corporation's Book Value will be $1,488,232.39.

2.7 No UndisclosedLiabilities. Exceptfor (0 liabilities and obligationsiDCUITcd the in ordinary courseof businesssince September 30,2003 (the "StatementDate"), and (H) liabilities or obligations described in Schedule 2.6 the Seller is informed and believes that neither TwentiethCentury nor any of the propclty of the corporationis subjectto any material liability or obligation that was required to be included or adequately reservedagainstin the Financial Statementsor described in the notes thereto and was not so included, reserved against,or described. 2.8 Apsence of Certain Changes. Except as contemplated or permitted by this Agreementor as describedin Schedules2.6 and2.8, between Statement the Date and the dateof Closingtherehasnot beenany of the following: 2.8.1 Any material adverse changein the business, financial condition, operations, or assets TwentiethCentury; of 2.8.2 Any damage, destruction, or loss, whether covered by insuranceor not materiallyadversely affecting the properties business TwentiethCentury; or of 2.8.3 Any sale or transferby TwentiethCenturyof any tangibleOf intangibleasset other than in the ordinary course of businesshaving a value or price in the aggregatenot exceeding$10,000.00,any mortgageor pledgeor the creationof any security interest,lien, or encumbrance any such asset,or any leaseof property,including equipment,other than tax on liens with respectto taxesnot yet due andcontractrightsof customers inventory~ in 2.8.4 Any declaration,setting aside,or paymentof a distribution io respectof or theredemption other repurchase TwentiethCenturyof any stockof TwentiethCentury; or by

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2.8.5 Any material transactionnot in the ordinary courseof businessof Twentieth Century; 2.8.6 The Japseof any material trademark,assumedname, trade name, service mark,copyright,or licenseor any applicationwith respect the foregoing; to 2.8.7 The grant of any increasein the compensationof officers or employees (inc1uding such increasepursuantto any bonus,pension,profit-sharing,or other plan) other any than customaryincreases a periodic basisor required by agreementor understanding the on in ordinarycourseof business in accordance and with pastpractice; 2.8.8 The dischargeor satisfaction of any material lien or encumbrance the or paymentof any mnterialliability otherthancurrentliabilities in the ordinary courseof business; 2.8.9 The makingof any materialloan,advance, guarantyto or for the benefitof or
any person except the creation of accounts receivable in the ordinary course of business; or

;

2.8.10 An agreement do any of the foregoing. to
Notwithstanding the foregoing, the Seller makes no representations and can give no assurance that the Corporation's historical loan volumes and margins will be achievable in the future.

2.9 Title and RelatedMatters.Except as set forth in Schedule 2.9, Twentieth Century hasgoodandmarketable title to aUof its property,real and personal,and other assets includedin the FinancialStatements (exceptpropertiesand assets sold or otherwisedisposedof subsequent to the Statement Date in the ordinary courseof business as contemplated this Agreement), or in free and clear of all security interests, mortgages, liens, pledges, charges, claims, or encumbrances any kind or character,except (1) statutory liens for property taxes not ye.t of delinquentor payablesubsequent the date of this Agreementand statutory or commonlaw to liens securingthe paymentor performance any obligation of Twentieth Century,the payment of or performanceof which is not delinquent, or that is payable without interest or penalty subsequent the date on which this representation given, or the validity of which is being to is contested good faith by Twentieth Century;(ii) the rights of customersof Twentieth Century in with respectto inventory under orders or contractsenteredinto by Twentieth Century in the ordinarycourseof business; (Hi) claims,easements, and liens, and other encumbrances record of pursuant filings underreal propertyrecordingstatutes. to 2.10 No Litigation. Except as set forth in Schedule 2.10, there are no material actions, suits,proceedings, orders,invesugations, claimspendingor, to the bestof Seller's knowledge, or overtly threatened againstTwentieth Century,or any officer, director or employeeof Twentieth Centuryrelatedto the corporation'sbusiness, any property of Twentieth Century,at law or in or equity, or before or by any governmentaldepartment, commission, board, bureau, agency,or instrumentality;Twentieth Century is not subjectto any arbitrationproceedings undercol1ective bargaining agreements otherwise or, to the best of Seller's knowledge. any governmental or investigations inquiries; and, to the bestknowledgeof SeHer.there is no basisfor any of the or foregoing. 2.11 Tax Matters. Except as set forth on Schedule 2.11, aU federal, state, local and foreign tax returns and reports required to be filed to date, and which are properly open for examinationunder applicablestatutesof limitation, with respectto the operationsof Twentieth Century have beenaccuratelypreparedand duly filed, and all taxes shown as payableon such
ret.\!m~ and n~nm'ts have heen naid when due. indudinp'. withnut Timitatinn in~nm~. wifhhn1cltnl3'

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payroll, salesand use,and real andpersonalpropertytaxes.Twentieth Century has'not executed or filed with any taxing authority any agreementextending the period for assessment or collection of any tax to a date subsequent the date hereof. No issue has beenraisedby any to federal,state,local or foreign taxing authority in connectionwith an audit or examinationof the tax returns,business propertiesof Twentieth Century which hasnot beensettledor resolved. or Thereis no pendingclaim, asserted deficiencyor assessment additional taxeswhich hasnot for beenpaid,nor is thereany basisfor the assertion any suchclaim, deficiencyor assessment. of No materialspecialcharges, penaltiesor fines haveever beenasserted againstTwentieth Centuryor
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its officers, directors or employeeswith respectto paymentof Of failure to pay any taxes.The provision for taxes shown on the Financial Statements sufficient for paymentof alJ unpaid is federal, state, local and foreign taxes(whether asserted unasserted) or incuJTed Twentieth by Centurythroughthe applicabledate.
2.12 CompJiance with l.,.;lWS. the best of Seller's knowledge, Twentieth Century is, in To the conduct of its business, in substantial compliance with an laws, statutes, ordinances, regulations, orders, judgments, or decrees applicable to it, the enforcement of which, if Twentieth Century was not in compliance therewith, would have a materially adverse effect on the business of Twentieth Century, taken as a whole. Neither Seller nor, to the best knowledge of Sener, Twentieth Century, have received any notice of any asserted present or past failure by Twentieth Century to comply with such laws. statutes, ordinances, regulations, orders, judgments, or decrees. Without limiting the foregoing, Seller is informed and believes the Corporation has fully complied with aU requirements of the Washington State Department of

FinancialInstitutions.. Consumer Services Department specificallythoseactlonsrequiredto and
be.taken by the Corporation as described in its report dated September II, 2003, a copy of which

is attached Schedule2.12, as 2.13 No Brokers. Except as set forth in Schedule 2.13, neither Seller nor Twentieth Centuryis obligated for the paymentof fees or expenses any broker or finder in connection of with the origin, negotiationor executionof this Agreement in connectionwith any transaction or contemplated hereby, 2,14 !n~l.)rance. Schedule 2.14 contains a list of each insurance policy maintained by TwentiethCentury and Seller with respectto TwentiethCentury'sproperties,assets, businesses and the liability of its officers and directors, and life insuranceof Seller for the benefit of TwentiethCentury,andeachsuchpolicy is in full force and effect. TwentiethCenturyandSeller are not in materialdefault with respectto their obligationsunderany suchpolicy. Neither SeHer nor TwentiethCenturyhasdonenothingby way of actionor inactionwhich might invalidateany of suchpolicies in whole or in part. Neither Sellernor TwentiethCentury havebeennotified of the cancellation of any of the insurancepolicies listed on Schedule 2.14 or of any material increase the premiumsto be charged suchinsurance in for policies. 2.15 Employeesand Labor RelationsMatters.Except as set forth in Schedule 2.15 or as providedin this Agreement: 2.15.1 NeitherScller nor Twentieth Centuryis aware that any executive key or employee Twentieth Century or any group of employees Twentieth Centuryhas any plans of of to terminate employmentwith TwentiethCentury; 2.15.2 To the best of Seller's knowledge, Twentieth Century has substantially complied in aU material respectswith all labor and employment laws, including provisions thereof relating to wages, hours, equal opportunity, collective bargaining, Americans With DisabilitiesAct, and thepaymentof social s~.curity othertaxes; and 2.15.3 There is no unfair labor practicecharge,complaint, or other action against TwentiethCenturypending or, to Seller's bestknowledge, threatened before the National Labor RelationsBoard or the Colorado Department Labor and Twentieth Century is not subjectto of anyorder to bargainby the NationalLabor Relations Board; 2.15.4 No grievance,claim or proceeding,whether in court or in arbitration, has beenasserted any employeeof Twentieth Centurythat might have a material adverse by effect on Twentieth Century and, to the best knowledge of SeHer,no basis exists for any such grievance, claim or proceeding;and 2.] 5.5 To the best knowledge of Seller, no employee of Twentieth Century is subjectto any noncompetition, nondisclosure, confidentiality.employment,consulting,or similar agreements with personsother thanTwentiethCenturyrelating to the presentbusiness activities of TwentiethCentury.

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2.16 Di~c1osure, Neither this Agreementnor any of the schedules,attachments, written statements, documents,certificates, or other items prepared supplied to Purchaser or on or by behalf of Twentieth Century or Seller with respect to this Agreement contain any untrue statement a material fact Of omit a materialfact necessary makeeachstatement of to contained herein or therein not misleading. Seller hasnot concealed any fact known by Seller to havea material adverseeffect upon Twentieth Century's existing or expected financial condition, operatingresults,assets, customerrelations,employee relations,or business prospects takenas a whole.
2.17 £Qwer of AttOl:ll~. Except as set forth in Schedule 2.17, no material power of attorney or similar authorization given by Twentieth Century is presently in effect. 2.18 Accounts Receivable, Al1 accounts reeeivable of Twentieth Century reflected in the Financial Statementsrepresent bona fide sales actually made in the ordinary course of business. 2.19 A&t~t11ents and CommitmcJ.1ts, Sche,dule 2.19 contains a complete and accuratelist of each agreement, contract, instrument, and commitment other than loans in process (including license agreements) to which Twentieth Century is a party that provides for payments in excess of $10,000 per year or whose term is in excess of onc year and is not cancelable upon 30 or fewer days' notice without any liability, penalty, or premium, other than a nominal cancellation fee 01'charge ("Third Party Agreements"). Except as otherwise set forth in Schedule 2.19: 2.19.1 Twentieth Century has no collective bargaining or union contracts agreement in effect or being negotiated; 2,19.2 There is no labor strike, dispute, request for representation, slowdown, or stoppagepending or, to Seller's best knowledge, threatenedagainst Twentieth Century;

2.19.3 Twentieth Century is not in material default under any Third Party Agreements, nor, to Seller's best knowledge,doesthereexist any event that, with notice or the passage time or both, would constitute a material default or event of default by Twentieth of Centuryunderany Third Party Agreements.
2.20 Eersonal Prope~. Without material exception, Schedule 2.20 contains lists of all tangible personal property and assets owned or held by Twentieth Century and used or useful in the conduct of the business of Twentieth Century. Except as set forth in Schedule 2.20,

Twentieth Century owns and has good title to such propertiesand none of such propertiesis
subject to any security interest, mortgage, pledge, conditional sales agreement. or other lien or encumbrance (except for liens for current taxes, assessments,charges, or other governmental levies not yet due and payable). Sener has delivered to Purchaser copies of aU leases and other agreementsrelating to property described in Schedule 2.20 (induding any and aU amendments and other modifications to such leases and other agreements)aU of which are valid and binding, and Twentieth Century is not in material default under any such leases or agreements.Except as set forth in Schedule 2.20 and to the best of Seller's knowledge, all material properties listed therein are generally in good operating condition and repair (ordinary wear and tear excepted), are performing satisfactorily, and are available for immediate use in the conduct of the business and operations of Twentieth Century. To the best of Seller's knowledge, all such tangible personal property is in compliance in all material respects with all applicable statutes, ordinances, rules, and regulations. The properties listed in Schedule 2.20 include substantially all such properties necessary to conduct the business and operations of Twentieth Century as now conducted, 2.21 Real Property. Schedule 2.21 contains a list of all real property currently owned or leased by Twentieth Century and used or useful in the conduct of the business operations of Twentieth Century. Except as set forth in Schedule 2.21, Twentieth Century has good and marketable fee simple title, insurable at standard rates, to all of t.heTcal property listed as owned in Schedule 2.21 free and clear of all liens, mortgages, pledges, covenants, easements, restrictions, leases, charges, and other c1aims and encumbrances of any nature whatsoever, and

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without reservationor exclusionof any mineral, timber, or other fights or interests,exceptliens for real estaletaxes,assessments, charges, othergovernmental or levies not yet due and payable and except for easements, rights of way, and restrictions of record. Seller has delivered to Purchaser copiesof all1easeslisted in Sehedule2.21 (including any and aU amendments and other modificationsof such leases), which leases valid and binding. To the best of Seller's are knowledge, TwentiethCentUryis not in materialdefaultor breachunderany such leases. the To best of Seller's knowledge, all property listed in Schedule 2.21 (including improvements thereon)is in satisfactoryconditionand repair consistent with its presentuseand is availablefor immediate use il1 the conduct of the businessof Twentie,thCentury. Except as set forth in Schedule 2.21 and to the bestof SeHer'sknowledge,none of the property listed in Schedule 2.21 or subjectto leaseslisted in Schedule 2.21 violatesin any material respectany applicable building or zoning code or regulation of any governmentalauthority having jurisdiction. The property and leasesdescribedin Schedule2.21 include all such property or property interests necessary conduct the businessand operationsof Twentieth CentUryas they are presently to conducted. 2.22 ru~. Schedule2.22 setsforth a trueEndcompletelist of: 2.22.1 The names, title, andcurrentsalaries all officers of Twentieth Century; of 2.22.2 The namesof all directorsof TwentiethCentury;
2.22.3 The names, title, and CUITent compensation arrangements for all loan officers employed by Twentieth Century.

2.22.4 The wage rates (or ranges, if applicable) for each class of exempt and nonexempt, salariedand hourly employees TwentiethCentury; of 2.22.5 All scheduled contemplated or increases compensation bonuses; in or and 2.22.6 All scheduled contemplated or employee promotions.
2.23 Patents,~ Trademarks. Trade Names. etc. Schedule 2.23 contains an accurate and complete list of all patents, trademarks, trade names, service marks, and copyrights, and aU ~Pp"1ic~ti.ons ~heref?r,.pres~ntly O\yned ()~held subject t() license by Twentieth Century and, to :Seller's best knowledge, the use thereof by Twentieth Century does not materially infringe on any patents, trademarks, or copyrights or any other rights of any person. To Sener's best knowledge, Twentieth Century has not operated and is not operating its business in a manner that infringes the proprietary rights of any other person or entity in any patents, trademarks, trade names, service marks, copyrights, or confidential information. Except as set forth in Schedule 2.23, to the best of SeHer's knowledge, Twentieth Century has not received any written notice of any infringement or unlawful use of such property.

2.24 ERISA and Related Ma}tttr~.Schedule2.24setsforth a descriptionof all "Employee Welfare Benefit Plans" and "Employee PensionBenefit Plans" (as defined in § 3(1) and 3(2), respectively, the EmployeeRetirement of IncomeSecurityAct of 1974,as amended ("ERISA")) existing on the date hereof that are or have beenmaintainedor contributed to by Twentieth Century.Exceptaslisted on Schedule2.24, TwentiethCenturydoesnot maintain any retirement or deferred compensation plan, savings, incentive, stock option or stock purchase plan, unemployment compensation plan, vacationpay, severance pay, bonus or benefit arrangement, insurance hospitalizationprogramor any other fringe benefit alTangement any employee, Of for consultant agentof TwentiethCentury,whetherpursuantto contract,arrangement, or customor informal understanding, which doesnot constitutean "EmployeeBenefit Plan" (as definedin § 3(3) of ERISA), for which Twentieth Century may have any ongoing material liability after Closing.TwentiethCenturydoesnot maintainnor hasit ever contributedto any Multiemployer Plan as defined by § 3(37) of ERISA. Twentieth Century does not currently maintain any EmployeePensionBenefit Plan subjectto Title IV of ERISA. There have been no "prohibited transactions" (as describedin § 406 of ERISA or § 4975 of the Code) with respect to any EmployeePensionBenefit Plan or EmployeeWelfare Benefit Plan maintained by Twentieth Century as to which Twentieth Century has beenparty a party. As to any employee. pension
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