REPORTED UPON BY THE APPROPRIATE TAXING
AUTHORITY OR CLOSED BY APPLICABLE STATUTE AND SATISFIED FOR ALL FISCAL YEARS
PRIOR TO AND INCLUDING THE FISCAL YEAR ENDING DECEMBER 31, 2001. THE PROVISION
FOR TAXES ON THE BOOKS OF EACH BORROWER IS ADEQUATE FOR ALL YEARS NOT CLOSED BY
APPLICABLE STATUTES, AND FOR ITS CURRENT FISCAL YEAR, AND NO BORROWER HAS ANY
KNOWLEDGE OF ANY DEFICIENCY OR ADDITIONAL ASSESSMENT IN CONNECTION THEREWITH NOT
PROVIDED FOR ON ITS BOOKS.
5.5.
FINANCIAL STATEMENTS.
(A)
THE PRO FORMA BALANCE SHEET OF BORROWERS ON A CONSOLIDATED BASIS
(THE "PRO FORMA BALANCE SHEET") FURNISHED TO AGENT ON THE CLOSING DATE REFLECTS
THE CONSUMMATION OF THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT
(COLLECTIVELY, THE "TRANSACTIONS") AND IS ACCURATE, COMPLETE AND CORRECT AND
FAIRLY REFLECTS THE FINANCIAL CONDITION OF BORROWERS ON A CONSOLIDATED BASIS AS
OF THE CLOSING DATE AFTER GIVING EFFECT TO THE TRANSACTIONS, AND HAS BEEN
PREPARED IN ACCORDANCE WITH GAAP, CONSISTENTLY APPLIED. THE PRO FORMA BALANCE
SHEET HAS BEEN CERTIFIED AS ACCURATE, COMPLETE AND CORRECT IN ALL MATERIAL
RESPECTS BY THE PRESIDENT AND CHIEF FINANCIAL OFFICER OF BORROWING AGENT. ALL
FINANCIAL STATEMENTS REFERRED TO IN THIS SUBSECTION 5.5(A), INCLUDING THE
RELATED SCHEDULES AND NOTES THERETO, HAVE BEEN PREPARED, IN ACCORDANCE WITH
GAAP, EXCEPT AS MAY BE DISCLOSED IN SUCH FINANCIAL STATEMENTS.
(B)
THE TWELVE-MONTH CASH FLOW PROJECTIONS OF BORROWERS ON A
CONSOLIDATED BASIS AND THEIR PROJECTED BALANCE SHEETS AS OF THE CLOSING DATE,
COPIES OF WHICH ARE ANNEXED HERETO AS EXHIBIT 5.5(B) (THE "PROJECTIONS") WERE
PREPARED BY THE CHIEF FINANCIAL OFFICER OF BORROWING AGENT, ARE BASED ON
UNDERLYING ASSUMPTIONS WHICH PROVIDE A REASONABLE BASIS FOR THE PROJECTIONS
CONTAINED THEREIN AND REFLECT BORROWERS' JUDGMENT BASED ON PRESENT CIRCUMSTANCES
OF THE MOST LIKELY SET OF CONDITIONS AND COURSE OF ACTION FOR THE PROJECTED
PERIOD. THE CASH FLOW PROJECTIONS TOGETHER WITH THE PRO FORMA BALANCE SHEET, ARE
REFERRED TO AS THE "PRO FORMA FINANCIAL STATEMENTS".
(C)
THE CONSOLIDATED AND CONSOLIDATING BALANCE SHEETS OF BORROWERS,
THEIR SUBSIDIARIES AND SUCH OTHER PERSONS DESCRIBED THEREIN (INCLUDING THE
ACCOUNTS OF ALL SUBSIDIARIES FOR THE RESPECTIVE PERIODS DURING WHICH A
SUBSIDIARY RELATIONSHIP EXISTED) AS OF DECEMBER 31, 2005, AND THE RELATED
STATEMENTS OF INCOME, CHANGES IN STOCKHOLDER'S EQUITY, AND CHANGES IN CASH FLOW
FOR THE PERIOD ENDED ON SUCH DATE, ALL ACCOMPANIED BY REPORTS THEREON CONTAINING
OPINIONS WITHOUT QUALIFICATION BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS,
COPIES OF WHICH HAVE BEEN DELIVERED TO AGENT, HAVE BEEN PREPARED IN ACCORDANCE
WITH GAAP, CONSISTENTLY APPLIED (EXCEPT FOR CHANGES IN APPLICATION IN WHICH SUCH
ACCOUNTANTS CONCUR AND PRESENT FAIRLY THE FINANCIAL POSITION OF BORROWERS AND
THEIR SUBSIDIARIES AT SUCH DATE AND THE RESULTS OF THEIR OPERATIONS FOR SUCH
PERIOD. SINCE DECEMBER 31, 2005 THERE HAS BEEN NO CHANGE IN THE CONDITION,
FINANCIAL OR OTHERWISE, OF BORROWERS OR THEIR SUBSIDIARIES AS SHOWN ON THE
CONSOLIDATED BALANCE SHEET AS OF
58
such date and no change in the aggregate value of machinery, equipment and Real
Property owned by Borrowers and their respective Subsidiaries, except changes in
the Ordinary Course of Business,