OF HOLDINGS AND ITS
SUBSIDIARIES TAKEN AS A WHOLE, BEFORE AND AFTER GIVING EFFECT TO THE
TRANSACTION, FROM THE CHIEF EXECUTIVE OFFICER, CHIEF FINANCIAL OFFICER OR A
SENIOR VICE PRESIDENT OF HOLDINGS, SUBSTANTIALLY IN THE FORM OF EXHIBIT H
HERETO;
(XI)
UNAUDITED CONSOLIDATED BALANCE SHEETS AND RELATED STATEMENTS OF
INCOME, STOCKHOLDERS' EQUITY AND CASH FLOWS FOR THE COMPANY FOR (1) THE MOST
RECENT FISCAL QUARTER ENDED AT LEAST 45 DAYS BEFORE THE CLOSING DATE AND (2)
EACH FISCAL MONTH AFTER THE MOST RECENT FISCAL QUARTER FOR WHICH FINANCIAL
STATEMENTS WERE RECEIVED BY THE ADMINISTRATIVE AGENT AS DESCRIBED IN CLAUSE (1)
ABOVE AND ENDED AT LEAST 45 DAYS BEFORE THE CLOSING DATE, IN EACH CASE TO BE
REASONABLY SATISFACTORY TO THE ADMINISTRATIVE AGENT;
(XII)
A PRO FORMA CONSOLIDATED BALANCE SHEET AND RELATED PRO FORMA
CONSOLIDATED STATEMENT OF INCOME OF THE BORROWER AS OF AND FOR THE MOST RECENT
FULL TWELVE-MONTH PERIOD ENDING AT LEAST 45 DAYS PRIOR TO THE CLOSING DATE,
GIVING EFFECT TO THE TRANSACTION AS IF THE TRANSACTION HAD OCCURRED AS OF SUCH
DATE (IN THE CASE OF SUCH BALANCE SHEET) OR AT THE BEGINNING OF SUCH PERIOD (IN
THE CASE OF SUCH OTHER FINANCIAL STATEMENTS), WHICH SHALL, IN ALL MATERIAL
RESPECTS, BE PREPARED IN ACCORDANCE WITH REGULATION S-X
59
UNDER THE SECURITIES ACT OF 1933, AS AMENDED AND AS FURTHER ADJUSTED BY THE
SPECIFIED PRO FORMA ADJUSTMENTS;
(XIII)
FORECASTS PREPARED BY MANAGEMENT OF THE COMPANY, IN FORM AND
SUBSTANCE REASONABLY SATISFACTORY TO THE ARRANGER, OF BALANCE SHEETS, INCOME
STATEMENTS AND CASH FLOW STATEMENTS FOR THE COMPANY AND ITS SUBSIDIARIES ON A
QUARTERLY BASIS FOR THE FIRST EIGHT QUARTERS COMMENCING WITH FIRST QUARTER
ENDING OF 2007 AND ON AN ANNUAL BASIS COMMENCING WITH THE FIRST FISCAL YEAR
FOLLOWING THE DAY OF THE INITIAL CREDIT EXTENSION UNTIL THE MATURITY DATE FOR
THE TERM FACILITY; IT BEING UNDERSTOOD AND AGREED THAT (A) ANY FINANCIAL OR
BUSINESS PROJECTIONS FURNISHED BY THE COMPANY ARE SUBJECT TO SIGNIFICANT
UNCERTAINTIES AND CONTINGENCIES, WHICH MAY BE BEYOND THE CONTROL OF THE COMPANY,
(B) NO ASSURANCE IS GIVEN BY THE COMPANY THAT THE RESULTS OR FORECAST IN ANY
SUCH PROJECTIONS WILL BE REALIZED AND (C) THE ACTUAL RESULTS MAY DIFFER FROM THE
FORECAST RESULTS SET FORTH IN SUCH PROJECTIONS AND SUCH DIFFERENCES MAY BE
MATERIAL;
(XIV)
A CERTIFICATE SIGNED BY THE CHIEF EXECUTIVE OFFICER, CHIEF
FINANCIAL OFFICER OR A SENIOR VICE PRESIDENT OF THE BORROWER CERTIFYING THAT THE
PRO FORMA FINANCIAL STATEMENTS DELIVERED PURSUANT TO CLAUSE (XII) ABOVE AND THE
FORECASTS DELIVERED PURSUANT TO CLAUSE (XIII) ABOVE WERE PREPARED IN GOOD FAITH
ON THE BASIS OF THE ASSUMPTIONS STATED THEREIN, WHICH ASSUMPTIONS WERE BELIEVED
TO BE REASONABLE IN LIGHT OF THE CONDITIONS EXISTING AT THE TIME OF DELIVERY OF
SUCH PRO FORMA FINANCIAL STATEMENTS AND FORECASTS, AND, WITH RESPECT TO THE
FORECASTS, REPRESENTED, AT THE TIME OF DELIVERY, THE BORROWER'S BEST ESTIMATE OF
ITS FUTURE FINANCIAL PERFORMANCE; IT BEING UNDERSTOOD AND AGREED THAT (A) ANY
FINANCIAL OR BUSINESS PROJECTIONS FURNISHED BY THE BORROWER ARE SUBJECT TO