AND MEDICAL PLANS) AND ALL
OTHER EMPLOYEE BENEFIT PLANS, POLICIES, AGREEMENTS AND ARRANGEMENTS, ALL OF
WHICH ARE LISTED IN PRFS DISCLOSURE SCHEDULE 3.12(A), CURRENTLY MAINTAINED OR
CONTRIBUTED TO FOR THE BENEFIT OF THE EMPLOYEES OR FORMER EMPLOYEES (INCLUDING
RETIRED EMPLOYEES) AND ANY BENEFICIARIES THEREOF OR DIRECTORS OR FORMER
DIRECTORS OF PRFS OR ANY OTHER ENTITY (A "PRFS ERISA AFFILIATE") THAT,
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together with PRFS, is treated as a single employer under IRC Sections 414(b),
(c), (m) or (o) (collectively, the "PRFS Benefit Plans"), together with:
(I)
THE MOST RECENT ACTUARIAL REPORTS (IF ANY) AND FINANCIAL REPORTS RELATING
TO THOSE PRFS BENEFIT PLANS WHICH CONSTITUTE "QUALIFIED PLANS" UNDER IRC
SECTION 401(A);
(II)
THE MOST RECENT FORM 5500 (IF ANY) RELATING TO SUCH PRFS BENEFIT PLANS
FILED BY THEM, RESPECTIVELY, WITH THE IRS; AND
(III)
THE MOST RECENT IRS DETERMINATION LETTERS WHICH PERTAIN TO ANY SUCH PRFS
BENEFIT PLANS.
(B)
NEITHER PRFS NOR ANY PRFS ERISA AFFILIATE, AND NO PENSION PLAN (WITHIN THE
MEANING OF ERISA SECTION 3(2)) MAINTAINED OR CONTRIBUTED TO BY PRFS OR ANY PRFS
ERISA AFFILIATE, HAS INCURRED ANY LIABILITY TO THE PENSION BENEFIT GUARANTY
CORPORATION OR TO THE IRS WITH RESPECT TO ANY PENSION PLAN QUALIFIED UNDER IRC
SECTION 401(A), EXCEPT LIABILITIES TO THE PENSION BENEFIT GUARANTY CORPORATION
PURSUANT TO ERISA SECTION 4007, ALL OF WHICH HAVE BEEN FULLY PAID, NOR HAS ANY
REPORTABLE EVENT UNDER ERISA SECTION 4043(B) (WITH RESPECT TO WHICH THE 30 DAY
NOTICE REQUIREMENT HAS NOT BEEN WAIVED) OCCURRED WITH RESPECT TO ANY SUCH
PENSION PLAN.
(C)
NEITHER PRFS NOR ANY PRFS ERISA AFFILIATE HAS EVER CONTRIBUTED TO OR
OTHERWISE INCURRED ANY LIABILITY WITH RESPECT TO A MULTI-EMPLOYER PLAN (WITHIN
THE MEANING OF ERISA SECTION 3(37)).
(D)
EACH PRFS BENEFIT PLAN HAS BEEN MAINTAINED, OPERATED AND ADMINISTERED IN
COMPLIANCE IN ALL RESPECTS WITH ITS TERMS AND RELATED DOCUMENTS OR AGREEMENTS
AND THE APPLICABLE PROVISIONS OF ALL LAWS, INCLUDING ERISA AND THE IRC, EXCEPT
WHERE ANY SUCH NON-COMPLIANCE WOULD NOT HAVE A MATERIAL ADVERSE EFFECT.
(E)
THERE IS NO EXISTING, OR, TO THE KNOWLEDGE OF PRFS, CONTEMPLATED, AUDIT OF
ANY PRFS BENEFIT PLAN BY THE IRS, THE U.S. DEPARTMENT OF LABOR, THE PENSION
BENEFIT GUARANTY CORPORATION OR ANY OTHER GOVERNMENTAL AUTHORITY.
IN ADDITION,
THERE ARE NO PENDING OR THREATENED CLAIMS BY, ON BEHALF OF OR WITH RESPECT TO
ANY PRFS BENEFIT PLAN, OR BY OR ON BEHALF OF ANY INDIVIDUAL PARTICIPANT OR
BENEFICIARY OF ANY PRFS BENEFIT PLAN, ALLEGING ANY VIOLATION OF ERISA
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or any other applicable laws, or claiming benefits (other than claims for
benefits not in dispute and expected to be granted promptly in the ordinary
course of business), nor to the Knowledge of PRFS, is there any basis for such
claim.
(F)
EXCEPT AS SET FORTH IN PRFS DISCLOSURE SCHEDULE 3.12(F), WITH RESPECT TO
ANY SERVICES WHICH PRFS OR ANY PRFS SUBSIDIARY MAY PROVIDE AS A RECORD-KEEPER,
CONSULTANT, ADMINISTRATOR, CUSTODIAN, FIDUCIARY, TRUSTEE OR OTHERWISE FOR ANY
PLAN, PROGRAM, OR ARRANGEMENT SUBJECT TO ERISA (OTHER THAN ANY PRFS BENEFIT
PLAN),