SUPPLEMENT TO ANY OF THE FOREGOING IS FILED OR A REGISTRATION STATEMENT FOR SUCH
OFFERING BECOMES EFFECTIVE, ON OR AFTER FEBRUARY 14, 2007 BUT PRIOR TO MAY 15,
2007, AUDITED FINANCIAL STATEMENTS AS OF AND FOR THE FISCAL YEAR ENDING
DECEMBER 31, 2006 FOR EACH SPECIFIED BUSINESS (INCLUDING THE MCE SYSTEMS),
(D) UNAUDITED FINANCIAL INFORMATION FOR EACH SPECIFIED BUSINESS (INCLUDING THE
MCE SYSTEMS) WITH RESPECT TO THE PERIOD BEGINNING ON THE DAY AFTER THE MOST
RECENTLY COMPLETED FISCAL QUARTER AS OF THE DATE OF THE CLOSING AND ENDING ON
THE DATE OF THE CLOSING, (E) THE FINANCIAL STATEMENTS AND RELATED INFORMATION
REQUIRED BY CLAUSES (II)(A), (B), (C) AND (D) OF THIS SECTION 5.11(A) FOR EACH
SPECIFIED BUSINESS (AS DEFINED IN THE FRIENDCO PURCHASE AGREEMENT) AND (F) TO
THE EXTENT ABLE TO BE PRODUCED THROUGH THE USE OF COMMERCIALLY REASONABLE
EFFORTS, ANY OTHER FINANCIAL STATEMENTS AND RELATED INFORMATION THAT IS REQUIRED
BY THE SEC OR THE RULES OF THE
119
STOCK EXCHANGE OR AUTOMATED QUOTATION SYSTEM ON WHICH THE PARENT CLASS A COMMON
STOCK IS TO BE LISTED WITH RESPECT TO ANY PERIOD ENDING ON OR PRIOR TO THE
CLOSING DATE; PROVIDED, THAT IN NO EVENT SHALL SELLER BE REQUIRED TO PROVIDE
OFFERING FINANCIAL INFORMATION WITH RESPECT TO ANY SPECIFIED BUSINESS OR THE MCE
SYSTEMS TO THE EXTENT (I) SUCH OFFERING FINANCIAL INFORMATION IS IN RESPECT OF
ANY TIME FOLLOWING THE CLOSING OR (II) THE SEC PERMITS THE PROVISION OF OFFERING
FINANCIAL INFORMATION WITH RESPECT TO SELLER AS A WHOLE INSTEAD. IF SOME OR ALL
OF THE FINANCIAL INFORMATION IS INCLUDED IN OR INCORPORATED BY REFERENCE INTO A
PROSPECTUS FOR AN OFFERING OF SECURITIES BY PARENT OR ANY OF PARENT'S
SUBSIDIARIES PRIOR TO THE CLOSING, SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES
TO, USE COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE INDEPENDENT AUDITORS OF
SELLER TO PROVIDE CUSTOMARY ASSISTANCE TO BUYER, PARENT OR SUCH SUBSIDIARY AND
ITS UNDERWRITERS IN CONNECTION WITH SUCH FINANCING, INCLUDING THE PROVISION OF
CONSENT AND COMFORT LETTERS ADDRESSED TO THE [SEC]PARENT, COMFORT LETTERS
ADDRESSED TO THE UNDERWRITERS, PARTICIPATION IN DUE DILIGENCE MATTERS WITH
RESPECT TO SUCH OFFERING AND ASSISTANCE IN RESPONDING TO COMMENTS OR QUESTIONS
FROM THE SEC WITH RESPECT TO THE FINANCIAL INFORMATION. BUYER SHALL REIMBURSE
SELLER FOR THE REASONABLE COSTS AND EXPENSES INCURRED BY SELLER PURSUANT TO THIS
SECTION 5.11(A), INCLUDING REASONABLE OUT-OF-POCKET COSTS AND ANY INCREMENTAL
COSTS AND EXPENSES NECESSARY TO COMPLY WITH THIS SECTION 5.11(A) (INCLUDING ALL
NECESSARY INCENTIVE COMPENSATION) (UNLESS AND TO THE EXTENT COMPLIANCE WITH THIS
SECTION 5.11(A) IS WAIVED BY BUYER PRIOR TO THE INCURRENCE OF SUCH COSTS AND
EXPENSES). SELLER SHALL GIVE BUYER REASONABLE ADVANCE NOTICE OF THE TYPE AND THE
AMOUNT OF SUCH COSTS AND EXPENSES PRIOR TO THE INCURRENCE THEREOF.
(B)
AS SOON AS REASONABLY PRACTICABLE (AND, IN ANY EVENT, PRIOR TO THE
CLOSING), SELLER SHALL, AND SHALL CAUSE ITS AFFILIATES TO, USE COMMERCIALLY
REASONABLE EFFORTS, TO PROVIDE BUYER WITH A COPY OF (I) THE CONSOLIDATED AUDITED
BALANCE SHEETS AND AUDITED STATEMENTS OF INCOME, STOCKHOLDERS EQUITY AND