options, warrants or other rights, agreements,
arrangements or commitments of any character relating to the issued or unissued
Equity Securities of any Company other than the Partnership or obligating any
such Company to issue or sell any shares of capital stock of, or other Equity
Securities in such Company, including upon the exchange or conversion of any
Indebtedness or security.
There are no outstanding contractual obligations of
any Company to acquire any Equity Securities in any other Person.
SECTION 3.3.
Financial Statements; Indebtedness.
(A)
ATTACHED AS SCHEDULE 3.3(A) ARE: (I) THE AUDITED CONSOLIDATED BALANCE
SHEETS OF THE COMPANIES AS OF DECEMBER 31, 2006, AND DECEMBER 31, 2005, AND THE
RELATED AUDITED CONSOLIDATED STATEMENTS OF INCOME AND OF CASH FLOW FOR THE YEAR
ENDED ON SUCH DATES (THE "AUDITED FINANCIAL STATEMENTS"), AND (II) THE UNAUDITED
CONSOLIDATED BALANCE SHEET OF THE COMPANIES AS OF SEPTEMBER 30, 2007 (THE
"INTERIM BALANCE SHEET") AND THE RELATED UNAUDITED CONSOLIDATED STATEMENT OF
INCOME FOR THE NINE-MONTH PERIOD THEN ENDED (ALL OF THE FOREGOING FINANCIAL
STATEMENTS AND ANY NOTES THERETO ARE HEREINAFTER COLLECTIVELY REFERRED TO AS THE
"COMPANY FINANCIAL STATEMENTS").
THE COMPANY FINANCIAL STATEMENTS PRESENT
FAIRLY (AND, WHEN DELIVERED, THE FINANCIAL STATEMENTS TO BE DELIVERED PRIOR TO
THE CLOSING PURSUANT TO SECTION 5.1(X) (THE "SUPPLEMENTAL FINANCIAL STATEMENTS")
WILL PRESENT), IN ALL MATERIAL RESPECTS, THE FINANCIAL POSITION OF THE COMPANIES
AT THEIR RESPECTIVE DATES, AND THE RESULTS OF OPERATIONS AND CASH FLOWS OF THE
COMPANIES FOR THE PERIODS REFERRED TO THEREIN, ALL IN ACCORDANCE WITH GAAP
APPLIED ON A BASIS CONSISTENT WITH PRIOR PERIODS EXCEPT, WITH RESPECT TO THE
UNAUDITED COMPANY FINANCIAL STATEMENTS OR SUPPLEMENTAL FINANCIAL STATEMENTS, FOR
ANY ABSENCE OF REQUIRED FOOTNOTES AND SUBJECT TO THE COMPANIES' CUSTOMARY
YEAR-END ADJUSTMENTS.
DURING THE PERIODS COVERED BY THE COMPANY FINANCIAL
STATEMENTS, NONE OF THE CORPORATIONS (X) CONDUCTED ANY BUSINESS, (Y) OWNED ANY
ASSET OTHER THAN ITS OWNERSHIP INTEREST IN THE PARTNERSHIP, OR (Z) INCURRED ANY
LIABILITY OTHER THAN LIABILITIES FOR (1) FRANCHISE AND SIMILAR TAXES, (2) TAXES
ARISING OUT OF THE OWNERSHIP OF ITS INTEREST IN THE PARTNERSHIP, (3) LIABILITIES
INCURRED BY IT BY VIRTUE OF ITS
9
STATUS AS A GENERAL PARTNER OF THE PARTNERSHIP, AND (4) GUARANTIES OF
OBLIGATIONS OF ONE OR MORE OF THE COMPANIES.
(B)
THE COMPANIES HAVE NO LIABILITIES OF THE TYPE REQUIRED TO BE REFLECTED ON
A CONSOLIDATED BALANCE SHEET PREPARED IN ACCORDANCE WITH GAAP, APPLIED ON A
BASIS CONSISTENT WITH THE METHOD USED IN PREPARATION OF THE AUDITED FINANCIAL
STATEMENTS EXCEPT FOR (I) THE INDEBTEDNESS, LIABILITIES AND OBLIGATIONS SHOWN ON
THE INTERIM BALANCE SHEET (INCLUDING ANY NOTES THERETO) OR THAT WILL CONSTITUTE
CLOSING INDEBTEDNESS, (II) CURRENT LIABILITIES THAT HAVE BEEN INCURRED BY THE
COMPANIES AFTER THE DATE OF THE INTERIM BALANCE SHEET IN THE ORDINARY COURSE OF
THEIR BUSINESSES OR IN CONNECTION WITH THE TRANSACTIONS, AND (III) INDEBTEDNESS,
LIABILITIES AND OBLIGATIONS SET FORTH ON SCHEDULE 3.3(B).
(C)
SCHEDULE 3.3(C) SETS FORTH THE AMOUNT OF THE THEATRE LEVEL CASH FLOW FOR
EACH THEATRE OPERATED BY THE COMPANIES, FOR THE TWELVE-MONTH PERIOD ENDED