INTERESTS OR DEBT SECURITIES OF ANY SUBSIDIARY; AND
(2)
NO EQUITY EQUIVALENTS, INTERESTS IN THE OWNERSHIP OR EARNINGS, OR
OTHER SIMILAR RIGHTS OF OR WITH RESPECT TO ANY SUBSIDIARY.
(H)
NO EQUITY INTERESTS OF ANY SUBSIDIARY ARE RESERVED FOR ISSUANCE OR
FOR ANY OTHER PURPOSE.
(I)
THERE ARE NO ISSUED OR OUTSTANDING BONDS, DEBENTURES, NOTES OR
OTHER INDEBTEDNESS HAVING THE RIGHT TO VOTE ON ANY MATTERS PERTAINING TO ANY
SUBSIDIARY.
(J)
THERE ARE (AND AS OF THE CLOSING DATE THERE WILL BE) NO
OUTSTANDING OBLIGATIONS OF THE COMPANY OR ANY SUBSIDIARY TO REPURCHASE, REDEEM,
OR OTHERWISE ACQUIRE ANY EQUITY INTERESTS OF ANY SUBSIDIARY.
4.7
FINANCIAL STATEMENTS.
(A)
COMPANY SCHEDULE 4.7(A) SETS FORTH ACCURATE AND COMPLETE COPIES
OF:
(1) THE UNAUDITED CONSOLIDATED BALANCE SHEETS OF THE COMPANY AND THE
SUBSIDIARIES AS OF DECEMBER 31, 2005, 2004 AND 2003, TOGETHER WITH THE UNAUDITED
CONSOLIDATED STATEMENTS OF INCOME FOR EACH OF THE YEARS THEN ENDED AND (2) THE
UNAUDITED CONSOLIDATED BALANCE SHEET OF THE COMPANY AND THE SUBSIDIARIES AS OF
JUNE 30, 2006 (THE "BALANCE SHEET"), TOGETHER WITH THE UNAUDITED CONSOLIDATED
STATEMENTS OF INCOME FOR THE SIX-MONTH PERIOD THEN ENDED (COLLECTIVELY, THE
"FINANCIAL STATEMENTS").
(B)
THE FINANCIAL STATEMENTS FOR 2005 AND 2006 FAIRLY PRESENT IN ALL
MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION OF THE COMPANY AND THE
SUBSIDIARIES AS OF THEIR RESPECTIVE DATES AND THE CONSOLIDATED RESULTS OF
OPERATIONS OF THE COMPANY AND THE SUBSIDIARIES FOR THE PERIODS INDICATED
THEREIN, AND HAVE BEEN PREPARED IN ACCORDANCE WITH GAAP APPLIED ON A CONSISTENT
BASIS THROUGHOUT THE PERIODS INVOLVED (EXCEPT:
FOR (I) THE ABSENCE OF NOTES
THERETO AS
16
REQUIRED BY GAAP:
(II) AS NOTED ON COMPANY SCHEDULE 4.7(B) AND, (III) AS TO THE
JUNE 30, 2006 INTERIM STATEMENTS, TO IMMATERIAL YEAR-END ADJUSTMENTS). THE
FINANCIAL STATEMENTS HAVE BEEN PREPARED FROM, AND ARE CONSISTENT WITH, THE BOOKS
AND RECORDS OF THE COMPANY AND THE SUBSIDIARIES. THE BOOKS AND RECORDS OF THE
COMPANY AND THE SUBSIDIARIES HAVE BEEN, AND ARE BEING, MAINTAINED IN ACCORDANCE
WITH GAAP AND ANY OTHER APPLICABLE LEGAL AND ACCOUNTING REQUIREMENTS AND REFLECT
ONLY ACTUAL TRANSACTIONS.
(C)
SINCE THE VALUATION DATE, THERE HAVE BEEN NO DISTRIBUTIONS BY THE
COMPANY OR ANY OF THE SUBSIDIARIES TO PFC OR ANY RELATED AFFILIATE OF CASH OR
EQUITY INTERESTS EXCEPT AS SET FORTH ON THE JUNE 30, 2006 FINANCIAL STATEMENTS
OR COMPANY SCHEDULE 4.7(C). THERE IS NO INDEBTEDNESS OF THE COMPANY AND THE
SUBSIDIARIES OTHER THAN (1) THE INTRACOMPANY OBLIGATIONS AND (2) THE RETAINED
LEGACY HEDGES, THE NON-RETAINED LEGACY HEDGES, AND THE WINCHESTER HEDGES.
4.8
UNDISCLOSED LIABILITIES. THERE IS NO LIABILITY OR OBLIGATION OF
ANY KIND, WHETHER ACCRUED, ABSOLUTE, SECURED, UNSECURED, FIXED, CONTINGENT, OR
OTHERWISE, OF THE COMPANY AND/OR THE SUBSIDIARIES OTHER THAN (A) LIABILITIES
ADEQUATELY REFLECTED OR RESERVED AGAINST IN THE BALANCE SHEET, (B) LIABILITIES
INCURRED IN THE ORDINARY COURSE OF BUSINESS SINCE JUNE 30, 2006, (C)LIABILITIES
DISCLOSED IN COMPANY SCHEDULE 4.8, AND (D) LIABILITIES THAT WOULD NOT BE
REQUIRED TO BE PRESENTED IN FINANCIAL STATEMENTS OR THE NOTES THERETO PREPARED
IN CONFORMITY WITH GAAP APPLIED