PREPARED IN ACCORDANCE WITH GAAP
AND PRESENT FAIRLY IN ALL MATERIAL RESPECTS THE CONSOLIDATED FINANCIAL POSITION
AND CONSOLIDATED RESULTS OF OPERATIONS AND CASH FLOWS OF THE COMPANY AND ITS
CONSOLIDATED SUBSIDIARIES IN ACCORDANCE WITH GAAP CONSISTENTLY APPLIED, SUBJECT
TO CHANGES RESULTING FROM NORMAL YEAR-END AUDIT ADJUSTMENTS AND THE ABSENCE OF
FOOTNOTES REQUIRED BY GAAP.
As to any information contained in materials furnished pursuant to
Section 6.02(d), the Company shall not be separately required to furnish such
information under Section 6.01(a) or (b), but the foregoing shall not be in
derogation of the obligation of the Company to furnish the information and
materials described in Section 6.01(a) or (b) at the times specified therein.
SECTION 6.02
CERTIFICATES; OTHER INFORMATION.
THE COMPANY WILL FURNISH, OR
CAUSE TO BE FURNISHED, TO THE ADMINISTRATIVE AGENT FOR FURTHER DISTRIBUTION TO
EACH OF THE LENDERS, IN FORM AND DETAIL REASONABLY SATISFACTORY TO THEM:
(A)
AUDITORS' CERTIFICATE.
CONCURRENTLY WITH THE DELIVERY OF THE
FINANCIAL STATEMENTS REFERRED TO IN SECTION 6.01(A), A CERTIFICATE OF ITS
INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS CERTIFYING SUCH FINANCIAL STATEMENTS
AND STATING THAT IN THE COURSE OF THE AUDIT UPON WHICH THEIR OPINION ON SUCH
FINANCIAL STATEMENTS WAS BASED (BUT WITHOUT ANY SPECIAL OR ADDITIONAL AUDIT
PROCEDURES FOR THE PURPOSE), THEY OBTAINED KNOWLEDGE OF NO CONDITION OR EVENT
RELATING TO FINANCIAL MATTERS WHICH CONSTITUTES A DEFAULT OR AN EVENT OF DEFAULT
OR, IF SUCH ACCOUNTANTS SHALL HAVE OBTAINED IN THE COURSE OF SUCH AUDIT
KNOWLEDGE OF ANY SUCH DEFAULT OR EVENT OF DEFAULT, DISCLOSING IN SUCH WRITTEN
STATEMENT THE NATURE AND PERIOD OF EXISTENCE THEREOF, IT BEING UNDERSTOOD THAT
SUCH ACCOUNTANTS SHALL BE UNDER NO LIABILITY, DIRECTLY OR INDIRECTLY, TO THE
LENDERS FOR FAILURE TO OBTAIN KNOWLEDGE OF ANY SUCH CONDITION OR EVENT.
(B)
COMPLIANCE CERTIFICATE.
AT THE TIME OF DELIVERY OF THE FINANCIAL
STATEMENTS PROVIDED FOR IN SECTIONS 6.01(A) AND 6.01(B) ABOVE, A COMPLIANCE
CERTIFICATE OF THE CHIEF FINANCIAL OFFICER OF THE COMPANY (I) DEMONSTRATING
COMPLIANCE WITH THE LEVERAGE RATIO AND THE INTEREST COVERAGE RATIO CONTAINED IN
SECTION 7.16 BY CALCULATION THEREOF AS OF THE END OF THE FISCAL PERIOD COVERED
BY SUCH FINANCIAL STATEMENTS, (II) STATING THAT NO DEFAULT OR EVENT OF DEFAULT
EXISTS, OR IF ANY DEFAULT OR EVENT OF
66
DEFAULT DOES EXIST, SPECIFYING THE NATURE AND EXTENT THEREOF AND WHAT ACTION THE
COMPANY PROPOSES TO TAKE WITH RESPECT THERETO, (III) STATING WHETHER, SINCE THE
DATE OF THE MOST RECENT FINANCIAL STATEMENTS DELIVERED HEREUNDER, THERE HAS BEEN
ANY MATERIAL CHANGE IN THE GAAP APPLIED IN THE PREPARATION OF THE FINANCIAL
STATEMENTS OF THE COMPANY AND ITS CONSOLIDATED SUBSIDIARIES, AND, IF SO,
DESCRIBING SUCH CHANGE AND (IV) IDENTIFYING ALL ASSET DISPOSITIONS, CASUALTIES,
CONDEMNATIONS, DEBT ISSUANCES (OTHER THAN DEBT ISSUANCES PERMITTED UNDER SECTION
7.01) AND EQUITY ISSUANCES (OTHER THAN EXCLUDED EQUITY ISSUANCES) THAT WERE MADE
OR EXTRAORDINARY RECEIPTS THAT WERE RECEIVED SINCE THE END OF THE PREVIOUS
FISCAL QUARTER AND SETTING FORTH A REASONABLY DETAILED CALCULATION OF THE NET
CASH PROCEEDS RECEIVED FROM ALL ASSET DISPOSITIONS, CASUALTIES, CONDEMNATIONS,
DEBT ISSUANCES (OTHER THAN