FINANCIAL STATEMENTS SHALL BE CERTIFIED BY AN AUTHORIZED OFFICER OF THE BORROWER
CONSOLIDATION AS FAIRLY PRESENTING THE FINANCIAL CONDITION, RESULTS OF
OPERATIONS AND CASH FLOWS OF THE BORROWER CONSOLIDATION IN ACCORDANCE WITH GAAP
(OTHER THAN FOOTNOTE DISCLOSURES) AS AT SUCH DATE AND FOR SUCH PERIODS, SUBJECT
ONLY TO NORMAL YEAR-END ACCRUALS AND AUDIT ADJUSTMENTS;
B.
PRICING CERTIFICATE.
AS SOON AS PRACTICABLE, AND IN ANY EVENT
WITHIN FORTY-FIVE (45) DAYS AFTER THE END OF EACH FISCAL QUARTER (INCLUDING THE
FOURTH (4TH) FISCAL QUARTER IN ANY FISCAL YEAR), A PRICING CERTIFICATE IN THE
FORM MARKED "EXHIBIT E", AFFIXED TO THE CREDIT AGREEMENT AND BY THIS REFERENCE
INCORPORATED HEREIN AND MADE A PART HEREOF (THE "PRICING CERTIFICATE") SETTING
FORTH A PRELIMINARY CALCULATION OF THE LEVERAGE RATIO AS OF THE LAST DAY OF SUCH
FISCAL QUARTER, AND PROVIDING REASONABLE DETAIL AS TO THE CALCULATION THEREOF,
WHICH CALCULATIONS SHALL BE BASED ON THE PRELIMINARY
83
UNAUDITED FINANCIAL STATEMENTS OF THE BORROWER CONSOLIDATION FOR SUCH FISCAL
QUARTER, AND AS SOON AS PRACTICABLE THEREAFTER, IN THE EVENT OF ANY MATERIAL
VARIANCE IN THE ACTUAL CALCULATION OF THE LEVERAGE RATIO FROM SUCH PRELIMINARY
CALCULATION, A REVISED PRICING CERTIFICATE SETTING FORTH THE ACTUAL CALCULATION
THEREOF; PROVIDED, HOWEVER, THAT IN THE EVENT THAT BORROWERS DO NOT DELIVER A
PRICING CERTIFICATE WHEN DUE, THEN UNTIL (BUT ONLY UNTIL) SUCH PRICING
CERTIFICATE IS DELIVERED AS PROVIDED HEREIN, THE LEVERAGE RATIO SHALL BE DEEMED,
FOR THE PURPOSE OF DETERMINING THE APPLICABLE MARGIN, TO BE GREATER THAN 2.5 TO
1.0 AND THE APPLICABLE MARGIN DETERMINED WITH RESPECT THERETO.
C.
ANNUAL FINANCIAL REPORTING.
AS SOON AS PRACTICABLE, AND IN ANY
EVENT WITHIN NINETY (90) DAYS AFTER THE END OF EACH FISCAL YEAR, (I) THE
CONSOLIDATED AND CONSOLIDATING BALANCE SHEET, INCOME STATEMENT, STATEMENT OF
RETAINED EARNINGS AND CASH FLOWS (RECONCILED WITH YEAR END AUDITED STATEMENTS)
OF THE BORROWER CONSOLIDATION AS AT THE END OF SUCH FISCAL YEAR, ALL IN
REASONABLE DETAIL.
SUCH FINANCIAL STATEMENTS SHALL BE PREPARED IN ACCORDANCE
WITH GAAP AND SHALL BE ACCOMPANIED BY A REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
OF RECOGNIZED STANDING SELECTED BY BORROWERS AND REASONABLY SATISFACTORY TO THE
AGENT BANK (IT BEING UNDERSTOOD THAT ERNST & YOUNG, LLP OR ANY "BIG 5"
ACCOUNTING FIRM SHALL BE AUTOMATICALLY DEEMED SATISFACTORY TO THE AGENT BANK),
WHICH REPORT SHALL BE PREPARED IN ACCORDANCE WITH GENERALLY ACCEPTED AUDITING
STANDARDS AS AT SUCH DATE, AND SHALL NOT BE SUBJECT TO ANY QUALIFICATIONS OR
EXCEPTIONS AS TO THE SCOPE OF THE AUDIT NOR TO ANY OTHER QUALIFICATION OR
EXCEPTION DETERMINED BY THE REQUISITE LENDERS IN THEIR GOOD FAITH BUSINESS
JUDGMENT TO BE ADVERSE TO THE INTERESTS OF THE BANKS.
SUCH ACCOUNTANTS' REPORT
SHALL BE ACCOMPANIED BY A CERTIFICATE STATING THAT, IN MAKING THE EXAMINATION
PURSUANT TO GENERALLY ACCEPTED AUDITING STANDARDS NECESSARY FOR THE
CERTIFICATION OF SUCH FINANCIAL STATEMENTS AND SUCH REPORT, SUCH ACCOUNTANTS
HAVE OBTAINED NO KNOWLEDGE OF ANY DEFAULT OR, IF, IN THE OPINION OF SUCH
ACCOUNTANTS, ANY SUCH DEFAULT SHALL EXIST, STATING THE NATURE AND STATUS OF SUCH
DEFAULT, AND STATING THAT SUCH ACCOUNTANTS