the Acquisition, (ii) the Loans to be
made hereunder, if any, on the Restatement Date and the use of proceeds thereof
and (iii) the payment of fees and expenses in connection with the foregoing.
The Pro Forma Balance Sheet has been prepared based on the best information
available to the Borrower as of the date of delivery thereof, and presents
fairly on a pro forma basis the estimated financial condition of Borrower and
its consolidated Subsidiaries as at December 30, 2006, assuming that the events
specified in the preceding sentence had actually occurred at such date.
45
The unaudited statements of earnings before interest, taxes and amortization of
intangible assets for the Target for the fifty-two week periods ending on each
of December 31, 2005 (on a pro forma basis) and December 30, 2006, copies of
which have heretofore been furnished to each Lender, present fairly in all
material respects the results of operations of the Target as of the fifty-two
week periods then ended.
(B)
THE AUDITED CONSOLIDATED BALANCE SHEETS OF THE BORROWER AS AT JANUARY 3,
2004, JANUARY 1, 2005 AND DECEMBER 31, 2005, AND THE RELATED CONSOLIDATED
STATEMENTS OF INCOME AND OF CASH FLOWS FOR THE FISCAL YEARS ENDED ON SUCH DATES,
REPORTED ON BY AND ACCOMPANIED BY AN UNQUALIFIED REPORT FROM KPMG LLP, PRESENT
FAIRLY THE CONSOLIDATED FINANCIAL CONDITION OF THE BORROWER AS AT SUCH DATE, AND
THE CONSOLIDATED RESULTS OF ITS OPERATIONS AND ITS CONSOLIDATED CASH FLOWS FOR
THE RESPECTIVE FISCAL YEARS THEN ENDED.
THE UNAUDITED CONSOLIDATED BALANCE
SHEET OF THE BORROWER AS AT DECEMBER 30, 2006, AND THE RELATED UNAUDITED
CONSOLIDATED STATEMENTS OF INCOME AND CASH FLOWS FOR THE FIFTY-TWO WEEK PERIOD
ENDED ON SUCH DATE, PRESENT FAIRLY THE CONSOLIDATED FINANCIAL CONDITION OF
BORROWER AS AT SUCH DATE, AND THE CONSOLIDATED RESULTS OF ITS OPERATIONS AND ITS
CONSOLIDATED CASH FLOWS FOR THE FIFTY-TWO WEEK PERIOD THEN ENDED (SUBJECT TO
NORMAL YEAR-END AUDIT ADJUSTMENTS).
ALL SUCH FINANCIAL STATEMENTS, INCLUDING
THE RELATED SCHEDULES AND NOTES THERETO, HAVE BEEN PREPARED IN ACCORDANCE WITH
GAAP APPLIED CONSISTENTLY THROUGHOUT THE PERIODS INVOLVED (EXCEPT AS APPROVED BY
THE AFOREMENTIONED FIRM OF ACCOUNTANTS AND DISCLOSED THEREIN AND SUBJECT, IN THE
CASE OF THE FINANCIAL STATEMENTS AS OF AND FOR THE PERIOD ENDED DECEMBER 30,
2006, TO NORMAL YEAR END AUDIT ADJUSTMENTS AND THE ABSENCE OF NOTES).
THE
BORROWER AND ITS SUBSIDIARIES DO NOT HAVE ANY MATERIAL GUARANTEE OBLIGATIONS,
CONTINGENT LIABILITIES AND LIABILITIES FOR TAXES, OR ANY LONG-TERM LEASES OR
UNUSUAL FORWARD OR LONG-TERM COMMITMENTS, INCLUDING, WITHOUT LIMITATION, ANY
INTEREST RATE OR FOREIGN CURRENCY SWAP OR EXCHANGE TRANSACTION OR OTHER
OBLIGATION IN RESPECT OF DERIVATIVES, THAT ARE NOT REFLECTED IN THE MOST RECENT
FINANCIAL STATEMENTS REFERRED TO IN THIS PARAGRAPH.
DURING THE PERIOD FROM
DECEMBER 31, 2005, TO AND INCLUDING THE DATE HEREOF THERE HAS BEEN NO
DISPOSITION BY THE BORROWER OF ANY MATERIAL PART OF ITS BUSINESS OR PROPERTY
(OTHER THAN ANY DISPOSITION PERMITTED BY SECTION 6.5).
3.2
No Change.
Since December 31, 2005, there has been no development or