COMPLETE COPY OF THE FOLLOWING DOCUMENTS, IF APPLICABLE,
WITH RESPECT TO EACH COMPANY BENEFIT PLAN: (1) ALL DOCUMENTS, INCLUDING ANY
INSURANCE CONTRACTS AND TRUST AGREEMENTS, SETTING FORTH THE TERMS OF ANY COMPANY
BENEFIT PLAN, OR IF THERE ARE NO SUCH DOCUMENTS EVIDENCING A COMPANY BENEFIT
PLAN, A FULL DESCRIPTION OF SUCH COMPANY BENEFIT PLAN, (2) THE ERISA SUMMARY
PLAN DESCRIPTION AND ANY OTHER SUMMARY OF PLAN PROVISIONS PROVIDED TO
PARTICIPANTS OR BENEFICIARIES FOR EACH SUCH COMPANY BENEFIT PLAN, (3) THE ANNUAL
REPORTS FILED FOR THE MOST RECENT THREE PLAN YEARS AND MOST RECENT FINANCIAL
STATEMENTS OR PERIODIC ACCOUNTING OR RELATED PLAN ASSETS WITH RESPECT TO EACH
COMPANY BENEFIT PLAN, (4) EACH FAVORABLE DETERMINATION LETTER, OPINION OR RULING
FROM THE INTERNAL REVENUE SERVICE FOR EACH COMPANY BENEFIT PLAN, THE ASSETS OF
WHICH ARE HELD IN TRUST, TO THE EFFECT THAT THE FORM OF COMPANY BENEFIT PLAN
MEETS THE REQUIREMENTS OF SECTION 401(A) OF THE CODE, INCLUDING ANY OUTSTANDING
REQUEST FOR A DETERMINATION LETTER AND (5) EACH OPINION OR RULING FROM THE
DEPARTMENT OF LABOR OR THE PENSION BENEFIT GUARANTY CORPORATION ("PBGC") WITH
RESPECT TO SUCH COMPANY BENEFIT PLANS.
G.
ADMINISTRATIVE COMPLIANCE. EXCEPT AS DISCLOSED IN SCHEDULE 3.14(G), EACH COMPANY
BENEFIT PLAN THAT IS FUNDED THROUGH A TRUST OR INSURANCE CONTRACT HAS AT ALL
TIMES SATISFIED IN ALL MATERIAL RESPECTS, BY ITS TERMS AND IN ITS OPERATION, ALL
APPLICABLE REQUIREMENTS FOR AN EXEMPTION FROM FEDERAL INCOME TAXATION UNDER
SECTION 501(A) OF THE CODE. EXCEPT AS DISCLOSED IN SCHEDULE 3.14(G), NEITHER THE
ACQUIRED COMPANIES NOR ANY COMPANY ERISA AFFILIATE MAINTAINS OR PREVIOUSLY
MAINTAINED A COMPANY BENEFIT PLAN WHICH MEETS OR WAS INTENDED TO MEET THE
REQUIREMENTS OF SECTION 401(A) OF THE CODE. WITH RESPECT TO EACH QUALIFIED
RETIREMENT PLAN DISCLOSED ON SCHEDULE 3.14(C), ANY DETERMINATION LETTER ISSUED
BY THE INTERNAL REVENUE SERVICE TO THE EFFECT THAT THE FORM OF SUCH PLAN
QUALIFIES UNDER SECTION 401(A) OF THE CODE IS CURRENT AND HAS NOT BEEN REVOKED;
SUCH PLAN CURRENTLY COMPLIES IN FORM WITH THE REQUIREMENTS UNDER
SECTION 401(A) OF THE CODE, OTHER THAN CHANGES REQUIRED BY STATUTES, REGULATIONS
OR RULINGS FOR WHICH AMENDMENTS ARE NOT YET REQUIRED; SUCH PLAN HAS BEEN
ADMINISTERED ACCORDING TO ITS
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TERMS (EXCEPT FOR THOSE TERMS WHICH ARE INCONSISTENT WITH THE CHANGES REQUIRED
BY STATUTES, REGULATIONS, AND RULINGS FOR WHICH CHANGES ARE NOT YET REQUIRED TO
BE MADE, IN WHICH CASE SUCH PLAN HAS BEEN ADMINISTERED IN ACCORDANCE WITH THE
PROVISIONS OF THOSE STATUTES, REGULATIONS AND RULINGS) AND IN ACCORDANCE WITH
THE REQUIREMENTS OF SECTION 401(A) OF THE CODE; AND SUCH PLAN HAS BEEN TESTED
FOR COMPLIANCE WITH (TO THE EXTENT THAT THE FORM OF THE PLAN DOES NOT
AUTOMATICALLY ENSURE COMPLIANCE WITH), AND HAS SATISFIED THE REQUIREMENTS OF,
ALL APPLICABLE COVERAGE, DISCRIMINATION, AND CONTRIBUTION LIMITATION
REQUIREMENTS IMPOSED UNDER THE CODE FOR EACH PLAN YEAR ENDING PRIOR TO THE
CLOSING DATE.
H.
LEGAL ACTIONS. EXCEPT AS DISCLOSED IN SCHEDULE 3.14(H), THERE ARE NO ACTIONS,
AUDITS, SUITS, CLAIMS, OR APPEALS WHICH ARE PENDING OR, TO THE KNOWLEDGE OF THE