SENDS TO ITS STOCKHOLDERS, AND WITHIN THIRTY (30) DAYS AFTER THE SAME ARE FILED,
NOTICE OF AND COPIES OF ALL FINANCIAL STATEMENTS AND NON-CONFIDENTIAL REPORTS
WHICH THE GUARANTOR MAY FILE WITH THE SECURITIES AND EXCHANGE COMMISSION OR ANY
SUCCESSOR OR ANALOGOUS GOVERNMENTAL BODY; PROVIDED, HOWEVER, THAT TO THE EXTENT
THAT (A) NOTIFICATION OF SUCH REPORTS, INFORMATION OR STATEMENTS IS PROVIDED ON
THE GUARANTOR'S AUTHORIZED WEBSITE AND (B) COPIES OF SUCH REPORTS, INFORMATION
OR STATEMENTS ARE PUBLICLY AVAILABLE, THE REQUIREMENTS OF THIS SUBSECTION (H)
SHALL BE SATISFIED;
(I)
THAT, PROMPTLY UPON RECEIPT THEREOF, IT
WILL FURNISH TO ROYAL A COPY OF ANY OTHER REPORT OR "MANAGEMENT LETTER"
SUBMITTED BY INDEPENDENT ACCOUNTANTS TO THE GUARANTOR OR ANY OF ITS SUBSIDIARIES
IN CONNECTION WITH ANY ANNUAL, INTERIM OR SPECIAL AUDIT OF THE BOOKS OF SUCH
PERSON;
(J)
THAT, NOT LESS THAN TEN (10) DAYS PRIOR
TO THE CONSUMMATION OF ANY PERMITTED ACQUISITION FOR WHICH CONSIDERATION GIVEN
BY THE GUARANTOR IS $100,000,000 OR GREATER, IT WILL FURNISH TO ROYAL:
(1)
A REASONABLY DETAILED DESCRIPTION OF THE
MATERIAL TERMS OF SUCH PERMITTED ACQUISITION (INCLUDING, WITHOUT LIMITATION, THE
PURCHASE PRICE AND METHOD AND STRUCTURE OF PAYMENT) AND OF EACH TARGET;
(2)
TO THE EXTENT AVAILABLE, AUDITED FINANCIAL
STATEMENTS OF THE TARGET FOR ITS TWO (2) MOST RECENT FISCAL YEARS PREPARED BY
INDEPENDENT CERTIFIED PUBLIC
60
ACCOUNTANTS ACCEPTABLE TO ROYAL AND UNAUDITED FISCAL YEAR-TO-DATE STATEMENTS FOR
THE TWO (2) MOST RECENT INTERIM PERIODS; AND
(3)
TO THE EXTENT AVAILABLE, CONSOLIDATED
PROJECTED BALANCE SHEETS, INCOME STATEMENTS, AND CASH FLOW STATEMENTS OF THE
GUARANTOR AND ITS CONSOLIDATED SUBSIDIARIES (GIVING EFFECT TO SUCH PERMITTED
ACQUISITION AND THE CONSOLIDATION WITH THE GUARANTOR OF EACH RELEVANT TARGET)
FOR THE THREE (3)-YEAR PERIOD FOLLOWING THE CONSUMMATION OF SUCH PERMITTED
ACQUISITION, IN REASONABLE DETAIL, TOGETHER WITH ANY APPROPRIATE STATEMENT OF
ASSUMPTIONS AND PRO FORMA ADJUSTMENTS REASONABLY ACCEPTABLE TO THE REQUIRED
LENDERS;
(K)
THAT, PROMPTLY, BUT IN NO EVENT LATER THAN
THREE BUSINESS DAYS AFTER A RESPONSIBLE OFFICER OF THE GUARANTOR KNOWS OF ANY
CHANGE IN THE DEBT RATING, IT WILL FURNISH TO ROYAL NOTICE OF THE NEW DEBT
RATING;
(L)
THAT IT WILL FURNISH TO ROYAL, PROMPTLY,
SUCH OTHER DOCUMENTS AND INFORMATION ABOUT THE BUSINESS, OPERATIONS, REVENUES,
FINANCIAL CONDITION, PROPERTY OR BUSINESS PROSPECTS OF THE GUARANTOR OR ANY OF
ITS SUBSIDIARIES AS ROYAL, MAY FROM TIME TO TIME REASONABLY REQUEST;
(M)
THAT IT WILL FURNISH TO ROYAL, PROMPTLY PRIOR
TO THE COMMENCEMENT OF ANY NO COLLATERAL PERIOD (AS DEFINED IN THE GUARANTOR
CREDIT AGREEMENT), NOTICE OF SUCH NO COLLATERAL PERIOD UNDER THE TERMS OF THE
GUARANTOR CREDIT AGREEMENT;
(N)
THAT IT, WILL PERFORM ALL OF ITS OBLIGATIONS
UNDER EACH CONTRACT TO WHICH IT IS A PARTY, IF A FAILURE TO SO PERFORM MAY HAVE
A MATERIAL ADVERSE EFFECT, EXCEPT TO THE EXTENT SUCH OBLIGATION IS BEING
CONTESTED IN GOOD FAITH OR A BONA FIDE DISPUTE EXISTS WITH RESPECT THERETO SO
LONG AS SUCH CREDIT PARTY HAS ESTABLISHED ADEQUATE RESERVES ON THE BOOKS OF SUCH
CREDIT PARTY TO ACCOUNT THEREFOR IN ACCORDANCE WITH GAAP;