                                   RECOMMENDED FOR FULL-TEXT PUBLICATION
                                        Pursuant to Sixth Circuit Rule 206
                                                 File Name: 04a0405p.06

                          UNITED STATES COURTS OF APPEALS
                                            FOR THE SIXTH CIRCUIT
                                              _________________


                                                               X
                                                                -
 LULABELLE MCCOY; MARVIN DANNAMAN; TILLIE
                                                                -
 DANNAMAN; RICHARD PUGH, on behalf of themselves
                                                                -
 and a similarly situated class,
                                       Plaintiffs-Appellees, -
                                                                    No. 04-1195

                                                                ,
                                                                 >
            v.                                                  -
                                                                -
                                                                -
                                                                -
 MERIDIAN AUTOMOTIVE SYSTEMS, INC.; MERIDIAN

                                     Defendants-Appellants. -
 AUTOMOTIVE SYSTEMS-COMPOSITES OPERATIONS, INC.,
                                                                -
                                                               N
                               Appeal from the United States District Court
                              for the Eastern District of Michigan at Detroit.
                          No. 03-74613—John Corbett O’Meara, District Judge.
                                            Argued: September 15, 2004
                                    Decided and Filed: November 19, 2004
                Before: SUTTON and COOK, Circuit Judges; ALDRICH, District Judge.*
                                                _________________
                                                      COUNSEL
ARGUED: Michael R. Levinson, SEYFARTH SHAW, Chicago, Illinois, for Appellants. Andrew
Nickelhoff, SACHS WALDMAN, Detroit, Michigan, for Appellees. ON BRIEF: Michael R. Levinson,
Ronald J. Kramer, SEYFARTH SHAW, Chicago, Illinois, for Appellants. Andrew Nickelhoff, SACHS
WALDMAN, Detroit, Michigan, for Appellees.
                                                _________________
                                                    OPINION
                                                _________________
        SUTTON, Circuit Judge. Meridian Automotive Systems and Meridian Automotive Systems-
Composite Operations (collectively “Meridian”) challenge the district court’s preliminary injunction
restraining Meridian from terminating the medical benefits of retirees of an automotive-parts plant in
Centralia, Illinois, as well as the benefits of their spouses (collectively “retirees”). Because no one disputes
the potential for serious irreparable harm in the absence of a preliminary injunction and because we agree
that the retirees have established a likelihood of success on the merits of their claim, we affirm.


   *
    The Honorable Ann Aldrich, United States District Judge for the Northern District of Ohio, sitting by designation.


                                                            1
No. 04-1195             McCoy, et al. v. Meridian Automotive Systems                                  Page 2


                                                      I.
        Plaintiffs are a class of former employees of the Centralia plant who retired from the plant after
August 1, 1994. Three different companies owned the Centralia plant during the relevant periods of this
dispute: Rockwell International Corporation until August 1994, Cambridge Industries from August 1994
to May 2000, and Meridian from May 2000 to the present. During this time, several agreements between
the plant’s owners and the employees’ union purported to govern the health benefits for employees and
retirees.
      The Supplemental Agreement. In 1991, Rockwell and the International Union United Automobile,
Aerospace, and Agricultural Implement Workers of America (UAW) entered into a “Supplemental
Agreement” covering insurance benefits from July 19, 1991, to July 19, 1994. JA 77. The Supplemental
Agreement stated:
       The Company shall contribute the full premium or subscription charge for Health Care . . .
       coverages continued in accordance with Article III, Section 5, for: (i) a retired employee
       (including any eligible dependents) provided such retired employee is eligible for benefits
       under Article II of the Company’s Hourly-Rate Employees Pension Plan.
       ...
       The Health Care . . . coverages an employee has under this Article at the time of retirement
       . . . shall be continued thereafter provided that suitable arrangements for continuation can
       be made with the Carrier(s).
JA 89, 116. The Supplemental Agreement similarly tied retirees’ spouses’ medical benefits to pension
benefits.
        The Collective Bargaining Agreements. On behalf of its Centralia chapter, the UAW signed three
collective bargaining agreements with the companies, the first with Rockwell from 1992 to 1995, the second
with Cambridge from 1995 to 1998, the third with Cambridge from 1998 to 2003. In each principal
agreement, a section entitled “Pension Plans, Insurance Programs” stated: “The parties have provided for
a Pension Plan and Insurance Programs by Supplemental Agreements signed by the parties simultaneously
with the execution of this Agreement, which are attached as The Benefits Proposal.” JA 180, 367, 551.
Each main agreement came with an “Employee Benefits Proposal.” The first Employee Benefits Proposal
was contained in a separate and simultaneously signed document, and the second and third Proposals were
contained within the principal agreements themselves. The Employee Benefits Proposals were not complete
plans in and of themselves but instead listed changes to plans already in existence at the time the new
agreements were reached.
        The Craft Letters. On September 28, 1995, and September 25, 1998, on the eves of the 1995–1998
and 1998–2003 agreements, Cambridge and the UAW came to “Agreement[s] Regarding [Pension
Integration and] Updating Benefit Plans.” JA 405, 605 (bracketed language in 1995 version only). Referred
to by the parties as the “Craft Letters,” JA 962, these agreements “provid[ed] direction and guidance to their
respective employees and representatives involved in the development, implementation and documentation
of employee [pension and] benefit plans.” JA 405, 605. Both Craft Letters stated:
       Cambridge will amend (if necessary) and administer the [pension plan,] health care plan and
       all other employee benefit plans covering UAW-represented employees and retired former
       employees of Cambridge to reflect . . . (iii) application of Rockwell master and/or
       [“]supplemental[”] agreements as previously agreed between Rockwell and the UAW and/or
       reflected in past practice of Rockwell with respect to Centralia hourly employees, and (iv)
       all provisions of Exhibit B to the National Agreement between Rockwell and the UAW,
       entitled “Supplemental Agreement on Health and Insurance Programs” applicable to
No. 04-1195            McCoy, et al. v. Meridian Automotive Systems                                   Page 3


       Centralia hourly employees, unless and until the UAW and Cambridge have agreed or
       hereafter agree to a different program, provision, or practice.
JA 405–06, 605.
        The Summary Plan Descriptions. The companies distributed two relevant summary plan
descriptions (SPDs), one distributed by Rockwell and dated October 1, 1992, the other distributed by
Cambridge and dated August 1, 1994. One section of each SPD was entitled “Termination of Coverage,
COBRA Continuation, and Conversion Privilege,” JA 293, 454, and contained the following pertinent
information. The 1992 SPD listed several specific retirement benefits in this section under the heading of
“Retirement.” JA 294. And under the same heading, the 1994 SPD said: “See the BENEFITS FOR
RETIREES section for details on benefits that continue during retirement.” JA 455. Under the heading
“Miscellaneous Termination of Coverage Provisions,” each SPD stated that “[a]ll coverages described in
this booklet will automatically end upon discontinuance of the Bargaining Agreement.” JA 295, 456.
        In a separate section entitled “Benefits for Retirees,” each SPD contained a heading addressing
“Medical Plan Benefits,” which explained that “[Rockwell/Cambridge] will continue to provide medical,
prescription drug and hearing aid coverage to all Employees who retire as determined by the Employer,
under the normal retirement, early retirement or disability provisions of the Retirement Plan for Hourly
Rated Employees of the Centralia, IL Plant Pension Plan.” JA 300, 461. Under the heading “Termination
of Coverage Provisions,” both SPDs said that “[i]f the Group Benefits Plan were discontinued, all coverages
would then cancel.” JA 300, 462.
        In a section entitled “Compliance with the Employee Retirement Income Security Act of 1974,” the
1992 SPD stated that “[t]he Group Benefits Plan is in compliance with the Supplemental Agreement
Benefits Program between Rockwell International and the International Union, UAW and its Local 1766
for Hourly Employees at Centralia, Illinois.” JA 309. In the same section, the 1994 SPD stated that “[t]he
Group Benefits Plan is in compliance with the Agreement between Cambridge Industries, Inc. and the
International Union, UAW and its Centralia Illinois, Local 1766.” JA 472. In a separate heading of this
section captioned “Plan Continuance,” both SPDs stated:
       The Plan may be amended at any time and in any manner by [Rockwell/Cambridge]. While
       [Rockwell/Cambridge] intends to continue the plan indefinitely, it reserves the right to
       terminate all or part of the Plan at any time, and cancel all or part of the coverages and
       benefits under the Plan. Any such action would be taken only after careful consideration and
       subject to the provisions of any applicable collective bargaining agreement.
JA 310, 473.
        On May 10, 2000, Cambridge sought bankruptcy protection under Chapter 11 and simultaneously
sold the plant to Meridian. Meridian assumed Cambridge’s duties under the then-existing collective
bargaining agreement. Meridian shut down the plant in July 2003, but initially continued to honor the
agreement. On September 24, 2003, however, Meridian notified members of the plaintiff class of retirees
and spouses that their medical benefits would terminate effective November 30, 2003, some two months
after the last collective bargaining agreement’s expiration date.
        On November 17, 2003, the retirees brought a two-count complaint against Meridian (1) under § 301
of the Labor Management Relations Act, 29 U.S.C. § 185, seeking damages and injunctive relief for
breaches of the collective bargaining agreements, and (2) under § 502(a)(1)(B) of the Employee Retirement
Income Security Act (ERISA), 29 U.S.C. § 1132, seeking to recover (and to clarify their eligibility for)
benefits due under an employee welfare benefits plan. Apparently without formal discovery, the parties
filed briefs on the motion for preliminary injunction. After a hearing on January 9, 2004, the district court
granted the retirees’ motion for a preliminary injunction on February 6, 2004, and ordered Meridian to
continue the benefits. The court concluded that the Supplemental Agreement paralleled the language of the
No. 04-1195             McCoy, et al. v. Meridian Automotive Systems                                      Page 4


collective bargaining agreement at issue in Golden v. Kelsey-Hayes Co., 73 F.3d 648 (6th Cir. 1996), which
held that equating eligibility for retiree health benefits with eligibility for a pension established a likelihood
of success that the health benefits vested upon retirement, 73 F.3d at 656–57. “[W]hen this factor is
combined with the certain irreparable harm that may be suffered by individual retirees during [the] pendency
of this litigation,” the district court reasoned, “an injunction must issue.” D. Ct. Op. at 4.
                                                       II.
        Courts consider four factors when deciding whether to issue a preliminary injunction: the claimant’s
likelihood of success on the merits; the risk of irreparable harm in the absence of an injunction; the
possibility of substantial harm to others; and the public interest. See, e.g., Golden, 73 F.3d at 653; Gonzales
v. Nat’l Bd. of Med. Exam’rs, 225 F.3d 620, 625 (6th Cir. 2000). Meridian contests only the district court’s
finding that the retirees established a likelihood of success on the merits. A preliminary-injunction decision
receives abuse-of-discretion review, which requires reversal only if the district court incorrectly applied the
law or relied on clearly erroneous findings of fact. Golden, 73 F.3d at 653.
        The parties agree that UAW Local 134 v. Yard-Man, Inc., 716 F.2d 1476 (6th Cir. 1983), sets the
analytical stage for resolving this dispute. Under Yard-Man, parties to a collective bargaining agreement
may contract for benefits that continue beyond the life of the agreement. Id. at 1479. Basic principles of
contract interpretation determine whether benefits survive the expiration of an agreement, which among
other things means that courts should “look to the explicit language of the collective bargaining agreement
for clear manifestations of intent,” should view each contract provision “as part of the integrated whole”
and should construe terms “so as to render none nugatory and avoid illusory promises.” Id. at 1479–80.
When ambiguities exist regarding these considerations, the court may examine extrinsic evidence of the
parties’ intent. Id. at 1480 n.1; see also UAW Local 540 v. BVR Liquidating, Inc., 190 F.3d 768, 774 (6th
Cir. 1999). While Yard-Man recognized an inference that “status” benefits, including retiree benefits,
continue as long as the status is maintained, it also noted that such benefits are not necessarily interminable
and no federal labor policy establishes a presumption of vesting. Id. at 1482.
         Two post-Yard-Man cases help to illustrate how these principles have been applied in the context
of retiree health benefits. In Golden, we enjoined an employer from terminating retiree benefits (1) because
the agreement tied retiree medical benefits to vested pension benefits, which suggested that the parties
meant to vest health benefits upon retirement as well, and (2) because language in the SPD and the conduct
of the employer indicated that the health benefits vested upon retirement. 73 F.3d at 656–57. In Maurer
v. Joy Technologies, Inc., 212 F.3d 907 (6th Cir. 2000), we held that the union was precluded from arguing
that retirement benefits had vested because it failed to file a grievance when the employer distributed an
SPD containing an explicit reservation of rights allowing the employer to terminate coverage. Id. at 913,
919.
         In applying these cases here, we can dispose of one point quickly. The language of the Supplemental
Agreement is virtually identical to the agreement at issue in Golden, in which this court held that retirement-
health benefits vested upon retirement. 73 F.3d at 656. Because the Supplemental Agreement ties eligibility
for retirement-health benefits to eligibility for a pension, in other words, there is little room for debate that
the retirees’ health benefits vested upon retirement under Golden—at least, that is, if we also conclude that
the collective bargaining agreements incorporated the Supplemental Agreement. To that difficult question
we now turn.
         No one could confuse the agreements at issue with models of clear draftsmanship. And while the
ambiguities in them permit argument until one is “blue in the face,” Bidlack v. Wheelabrator Corp., 993
F.2d 603, 609 (7th Cir. 1993), the district court correctly concluded—at least at this stage of the
litigation—that the collective bargaining agreements incorporated the Supplemental Agreement. As an
initial matter, the language of all three primary agreements supports this conclusion. “The parties,” all three
agreements state, “have provided for a Pension Plan and Insurance Programs by Supplemental Agreements
No. 04-1195             McCoy, et al. v. Meridian Automotive Systems                                     Page 5


signed by the parties simultaneously with the execution of this Agreement, which are attached as The
Benefits Proposal.” JA 180, 367, 551. Each attached Employee Benefits Proposal in turn contains a list
of health-benefit adjustments that are incomplete and indeed incoherent without reference to an existing
health-coverage plan. Meridian has failed to identify any other document—besides the Supplemental
Agreement—that provides the foundational coverage agreement upon which the Employee Benefits
Proposal builds. And based on our independent review of this preliminary-injunction record, we have been
unable to identify any other agreement that suitably applies.
        The Craft Letters—the September 1995 and September 1998 agreements that the district court found
to be incorporated into the 1995–1998 and 1998–2003 collective agreements—also support this conclusion.
Both letters refer to, and enforce, “supplemental agreements” between Rockwell/Cambridge and the UAW,
then refer to “Exhibit B” of an agreement between Rockwell and the UAW “entitled ‘Supplemental
Agreement on Health and Insurance Programs.’” JA 405–06, 605. The beginning of the 1991–1994
Supplemental Agreement between Rockwell and the UAW reads:
                                                   Exhibit B
                                     SUPPLEMENTAL AGREEMENT
                                             (Insurance Program).
JA 80. This “Exhibit B Supplemental Agreement” contains the Golden language (tying eligibility for health
benefits to pension vesting) and is the primary agreement upon which the retirees premise their claim.
        The 1992 and 1994 SPDs further support this conclusion. See Maurer, 212 F.3d at 913 (describing
SPDs as “in addition” to the collective bargaining agreement, but enforcing SPD provisions after they were
sufficiently distributed); Golden v. Kelsey-Hayes Co., 954 F. Supp. 1173, 1186 (E.D. Mich. 1997) (stating
that SPDs are “extrinsic evidence” of the terms of a collective bargaining agreement). Each SPD states that
“[Rockwell/Cambridge] will continue to provide medical, prescription drug and hearing aid coverage to all
Employees who retire as determined by the Employer, under the normal retirement, early retirement or
disability provisions of the Retirement Plan for Hourly Rated Employees of the Centralia, IL Plant Pension
Plan.” JA 300, 461. In addition, the 1992 SPD states: “The Group Benefits Plan is in compliance with the
Supplemental Agreement Benefits Program between Rockwell International and the International Union,
UAW and its Local 1766 for hourly employees at Centralia, Illinois,” JA 309, which appears to incorporate
the Supplemental Agreement upon which the retirees rely. True, the corresponding language in the 1994
SPD refers only to the “Agreement” between Cambridge and the union. But that is not inconsistent with
the continued incorporation of the Supplemental Agreement. The company distributed the first SPD at the
outset of the 1992–1995 principal agreement, which as the district court found incorporated the
Supplemental Agreement. By the time the company issued the 1994 SPD, the “Agreement” between the
plant owner and employees already included the Supplemental Agreement, apparently giving the company
no reason to mention the 1991–1994 agreement by name.
        In addition to these documents, other extrinsic evidence supports the district court’s ruling. See, e.g.,
BVR Liquidating, Inc., 190 F.3d at 774 (finding agreement ambiguous and examining extrinsic evidence
including affidavits of negotiators). When Wanda Arnold, for example, retired from the plant on a disability
pension in September 2003, which was after Meridian had announced the plant’s closing, a Meridian
personnel official told her she “would have full benefits, except for vision, for life,” JA 19. Retiree Marvin
Dannaman said that the personnel office told him and his wife that “the one thing that would never be taken
away from us was our medical insurance.” JA 35. Retiree Lullabelle McCoy declared: “I specifically
recall [a personnel official] telling me that my medical insurance was for life, because it was the primary
reason that I took the job with Rockwell.” JA 45. Three additional retirees made the same assertion
regarding the personnel office’s characterization of retiree benefits. And Charles Webb, assistant director
of UAW’s Rockwell Department, declared that “[t]he [1991–1994] Supplemental Agreement was
No. 04-1195             McCoy, et al. v. Meridian Automotive Systems                                    Page 6


understood to be incorporated into the 1992–1995 agreement . . . with certain specified modifications.” JA
750. “My understanding,” he continued, “was that [the Supplemental Agreement] provided for lifetime
medical coverage for retirees and their spouses, which could not be taken away in the future by the
employer. I believe that negotiators for Rockwell had the same understanding of that agreement.” Id.
        In response to all of this, Meridian argues that Maurer and other language in the
agreements—namely, language in the SPDs suggesting that Meridian had a right to terminate
benefits—control this case. In Maurer, the union did not file a grievance against a widely distributed SPD
that contained a reservation-of-rights clause allowing the employer to terminate retiree benefits at any time.
212 F.3d at 913. When the employer terminated retiree benefits two years after distributing the SPD, we
held that the union was precluded from arguing that the plaintiffs’ retirement benefits had vested. Id. at 919.
       Noting that the retirees’ union never objected to the 1992 and 1994 SPDs, Meridian points to the
following language in each SPD to show that this case falls under the Maurer rule. First, within the
“Termination of Coverage” section, each SPD stated: “All coverages described in this booklet will
automatically end upon discontinuance of the Bargaining Agreement.” JA 295, 456. Second, within the
“Benefits for Retirees” section, each SPD stated: “If the Group Benefits Plan were discontinued, all
coverages would then cancel.” JA 300, 462. Third, within the “Compliance with [ERISA]” section, the
SPDs stated:
       The Plan may be amended at any time and in any manner by [Rockwell/Cambridge]. While
       [Rockwell/Cambridge] intends to continue the plan indefinitely, it reserves the right to
       terminate all or part of the Plan at any time, and cancel all or part of the coverages and
       benefits under the Plan. Any such action would be taken only after careful consideration and
       subject to the provisions of any applicable collective bargaining agreement.
JA 310, 473.
         Although Meridian’s reliance on Maurer and the cited SPD language is not without foundation, this
argument has several flaws—at least based on the preliminary-injunction record we have before us. For
one, the SPD language on which Meridian relies is not the same unqualified reservation-of-rights language
that would fairly prompt a union to protest. In Maurer, under the heading “Amendments,” the SPD said:
“[Employer] reserves the right to amend or terminate any of the plans. The right to amend includes the right
to curtail or eliminate coverage for any treatment, procedure, or service regardless of whether you are
receiving treatment for an injury, illness, or disease contracted prior to the effective date of the amendment.”
Id. at 913. This language does not limit the scope of coverages affected and most notably permits the
employer to terminate coverages upon which employees and retirees had already come to depend and indeed
with respect to medical treatments they already were receiving. The language also is unlimited in its
explanation for terminating coverage, providing a right to terminate coverages at any time, regardless of any
collective bargaining agreement already in place or any future collective bargaining negotiations. Because
the language in Maurer announced a unilateral right by the employer to terminate coverage without regard
to existing or future collective bargaining agreements, that reservation of rights fairly should have prompted
the union immediately to protest—and file a grievance—if it disagreed with the employer’s assertion of
authority.
        The SPDs in this case do not provide the same reservation of rights—whether as a matter of
specificity or the assertion of a unilateral right. While referring to “all coverages,” they do not contain
Maurer’s explicit and sweeping authority to retract coverage, even coverage already being provided for an
existing illness. Instead, they refer to termination only “upon discontinuance of the Collective Bargaining
Agreement,” “[i]f the Group Benefits Plan were discontinued” or “subject to the provisions of any
applicable collective bargaining agreement.” Not once do the SPDs establish a termination right without
reference to the collective bargaining agreement and the limitations on that right included in the agreement.
No. 04-1195             McCoy, et al. v. Meridian Automotive Systems                                   Page 7


Under these circumstances, union leaders—who apparently believed, as we do, that the collective bargaining
agreement created vested retirement benefits—were not compelled to protest the SPD language.
        To put the point another way, Meridian correctly does not argue that the SPD language would allow
termination of current-employee benefits before the expiration of the collective bargaining agreement, as
that would not be a termination “subject to the provisions of” the agreement. Nor do the retirees (equally
correctly) contest the fact that the SPD language would allow Meridian to terminate current-employee
benefits after the collective bargaining agreement expired (or “upon discontinuance of the Bargaining
Agreement” or “[i]f the Group Benefits Plan were discontinued”), as the agreement does not provide
current-employee benefits into perpetuity but only during the period of the agreement. Importantly for this
case, however, the collective bargaining agreement in one important setting does more than just establish
benefits for the agreement period; it also calls for those benefits to vest upon retirement by using the Golden
pension-vesting language. Because a collective bargaining agreement may provide for benefits that outlast
the agreement, the termination of vested retirement health benefits after the agreement has expired is no
more compliant with—or “subject to the provisions of”—the collective bargaining agreement than
terminating them before the agreement expired.
        Nor does this reading of the agreement extract all meaning from the reservation-of-rights clauses.
It simply means that changes in health benefits must be consistent with the collective bargaining agreement.
And as to future retirees, it alerts them that the company may discontinue the retirement benefits of
employees who have yet to retire when the agreement ends.
        Meridian next argues that even if the SPDs do not prohibit retirement health benefits from vesting,
the retirees failed to establish that the collective bargaining agreements incorporated the 1991–1994
Supplemental Agreement. In Meridian’s view, the references in the agreements as well as in the Craft
Letters to “supplemental agreement” or “supplemental agreements” do not refer to the same Supplemental
Agreement upon which the retirees rely to establish vesting. It is true, as Meridian points out, that the
principal agreements only appear directly to incorporate the Employee Benefits Proposal attached to the
agreements themselves. But these proposals contain nothing more than amendments to an existing benefits
plan. While the retirees have offered several reasons why the 1991–1994 Supplemental Agreement must
be that existing benefits plan, including the references in the Craft Letters, Meridian has failed to point to
any other document that is more likely to represent this independent benefits plan than the Supplemental
Agreement.
        Meridian next argues that even if the collective bargaining agreements incorporate the Supplemental
Agreement, Golden does not mandate a finding of likelihood of success on the merits for three reasons.
First, pointing to the reservation-of-rights language in the SPDs, Meridian notes that the Golden agreement
did not contain similar language, then argues that the difference between the two types of agreements shows
that the parties here did not intend to have health benefits vest upon retirement. But, as shown above, the
limitation on this reservation-of-rights language—namely, that any benefits changes must be consistent with
the collective bargaining agreement—suffices to reject this argument.
        Second, Meridian argues that the Supplemental Agreement itself made potentially detrimental
changes to retirement benefits, which applied to employees who retired before August 1, 1991, when the
Supplemental Agreement took effect. These detrimental changes, Meridian argues, would not have been
possible if the original benefits had vested, suggesting that the parties did not intend retirement benefits—at
least those of employees who retired after August 1, 1994—to vest. But in the absence of further
information about the pre-1991 collective bargaining agreement and the course of conduct of the parties
before 1991, which this preliminary-injunction record does not reveal, it is difficult to know whether the
1991–1994 agreement meant to change or perpetuate the status quo or indeed to know what that status quo
was.
No. 04-1195            McCoy, et al. v. Meridian Automotive Systems                                  Page 8


        Third, Meridian points to the following sentence at the end of an “FAS 106 Letter” (regarding an
accounting standard for companies to determine the cost of non-pension benefits in compliance with
Generally Accepted Accounting Principles (GAAP)) attached to each of the principal agreements: “If the
Centralia plant closes[, is sold] or the [FAS 106/FAS 106 law] is repealed or altered as to make this funding
unnecessary the above agreement becomes null and void.” JA 185, 373, 559. But the “above agreement”
refers only to the remainder of the FAS 106 letter, which amended an extrinsic base benefits plan—again
apparently set out in the Supplemental Agreement—to establish spending caps for individual retirees.
        In affirming the district court’s likelihood-of-success determination, we do not mean to foreclose
a different ruling at the permanent-injunction phase of this case. As noted, the relevant agreements leave
much to be desired when it comes to clarity. And little if any discovery appears to have been conducted thus
far. Under these circumstances and with an eye to minimizing the economic risk of error to Meridian
(which in the interim must continue to pay benefits), we urge the district court promptly to hold a
permanent-injunction hearing (once discovery has been conducted) and authorize the non-prevailing party
to seek review of the permanent-injunction ruling on an expedited basis in this court.
                                                    III.
       For these reasons, we affirm.
