Common use of Annual Reports Clause in Contracts

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.

Annual Reports. Within 90 95 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower PolyOne and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower PolyOne and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower PolyOne and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statementsfinancial statements, without qualification qualification, including, but not limited to, as to the scope of the audit or as to the Borrower PolyOne being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the BorrowerPolyOne’s Accountantsindependent public accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated financial position of the Borrower PolyOne and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the BorrowerPolyOne’s Accountants independent public accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the BorrowerPolyOne’s Accountants independent public accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of PolyOne and its Subsidiaries such accounting firm has obtained no knowledge that an Event of Termination or a Potential Event of Termination has occurred and is continuing, or, if in the opinion of such accounting firm, a Potential Event of Termination or Event of Termination has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within Not later than 90 days after the end of each Fiscal Year (or, if or such earlier date on which the financial statements required by this clause (b) are Borrower is required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on file a Form 10-KK under the Exchange Act), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s 's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s 's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s 's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each Fiscal Year fiscal year, (or, if a) the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated statements of income income, stockholders' equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, all prepared and in conformity comparative form the corresponding figures for the previous fiscal year along with GAAP consolidating schedules in form and certifiedsubstance sufficient to calculate the financial covenants set forth in Section 7.4, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to (b) a schedule from the Borrower being a going concern other than solely with respect tosetting forth for each item in clause (a) hereof, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year the corresponding figures from the time consolidated financial budget for the current fiscal year delivered pursuant to Section 7.1(A)(iv), and (c) an audit report on the items listed in clause (a) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such opinion is delivered by financial statements fairly present the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated consolidated and consolidating financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur Agreement Accounting Principles and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. Within Not later than 90 days after the end of each Fiscal Year (orcommencing with the Borrower’s Fiscal Year ended December 31, if 2010) (or such earlier date on which the financial statements required by this clause (b) are Borrower is required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on file a Form 10-KK under the Exchange Act), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 75 days after the end of each Fiscal Year (orunless such period is extended pursuant to applicable U.S. securities laws, if the financial statements required by this clause (b) are required to rules, or regulations or SEC guidelines, in which case such deadline will be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect extended to the Borrower for earlier of (x) the filing end of its annual reports on Form 10-K)such period and (y) 120 days after the end of such Fiscal Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries as of the end of such year Fiscal Year and related statements of income and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and accompanied by customary management discussion and analysis and an audit opinion from Parent’s Accountants and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower Parent being a going concern (other than solely with respect tothan, prior to the Discharge of First Lien Claims, resulting from (x) impending debt maturities and (y) any prospective or resulting solely from an upcoming maturity date under actual breach of any series of Indebtedness occurring within one year from the time such opinion is delivered financial covenant) by the BorrowerParent’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, present in all material respects, respects the Consolidated consolidated financial position condition of the Borrower Parent and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the BorrowerParent’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the BorrowerParent’s Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards.

Annual Reports. Within 90 days after the end of each Fiscal Year (orYear, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), audited financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, present in all material respects, respects the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 days after On or prior to the end of each Fiscal Year (or, if the financial statements required by this clause (b) are date on which Holdings is required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form file a form 10-K)K pursuant to SOXA, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s 's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s 's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s 's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and condensed consolidating balance sheet sheets of the Borrower and its Subsidiaries the Guarantors as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, present in all material respects, respects the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards; provided however, that delivery of a Form 10-K of the Borrower that is in compliance with all applicable Requirements of Law shall satisfy the delivery requirements of this clause (c) (including with respect to the condensed consolidating statements so long as such statements are included in the Form 10-K delivered herewith).

Annual Reports. Within As soon as available, and in no event later 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, together with unaudited income statements for each of the Borrower’s Business Segments, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants specified in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower Company and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such year and related statements of income earnings and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower Company being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Company's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated (and give a true and fair view of the financial position and performance of each of Australian Holdings and each of its Subsidiaries as at such dates) and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Company's Accountants shall concur and that shall have been disclosed AMENDED AND RESTATED CREDIT AGREEMENT SWIFT & COMPANY in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Company's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants), if applicable, has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within As soon as available and in any event, not later than April 1, 2006, an annual report of Holdings on form 10-K as would be required to be filed with the SEC (whether or not such report is actually required to be filed) and a consolidating year end balance sheet for the fiscal year ending December 31, 2005. As soon as available and in any event, within 90 days after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed beginning with the SECfiscal year ending December 31, such other time period as specified in 2006, (i) the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries Holdings as of the end of each such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year in comparative form with such financial statements as of the end of, and for, the preceding fiscal year (except that comparative statements of income and cash flows for the fiscal year ending December 31, 2005 shall not be required), and, in each case, notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out the Borrower results of Holdings, the Borrowers, each Borrowing Base Guarantor and its Subsidiaries for such Fiscal Yearthe aggregate results of all Subsidiaries), all prepared in conformity accordance with GAAP Regulation S-X and certified, in accompanied by an opinion of KPMG LLP or other independent public accountants of recognized national standing satisfactory to the case of such Consolidated Financial Statements, without qualification Administrative Agents (which opinion shall not be qualified as to the scope of the audit or as to the Borrower being a contain any going concern or other than solely with respect toqualification), or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position condition, results of operations, cash flows of Holdings as of the Borrower dates and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and GAAP, (ii) a management report in a form reasonably satisfactory to the examination Administrative Agents setting forth (A) statement of income items and Consolidated Cash Flow of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the Borrowerprevious fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, including same-store sales, and (iii) a narrative report and management’s Accountants discussion and analysis, in connection with a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations of Holdings for such Consolidated Financial Statements has been made fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in accordance with generally accepted auditing standards.the form of a Form 10-K);

Annual Reports. Within 90 days As soon as practicable, and in any event no later than the earlier to occur of (x) the one-hundredth (100th) day after the end of each Fiscal Year fiscal year of the Company, and (or, if y) the financial statements required by this clause tenth (b10th) day after the date on which any of the following items are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect delivered to the Borrower for Commission, (a) the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the end of such fiscal year and the related statements of income consolidated earnings, consolidated shareholders’ equity and consolidated cash flows of the Borrower Company and its Subsidiaries for such Fiscal Yearfiscal year, all prepared and in conformity with GAAP comparative form the corresponding figures for the previous fiscal year in form and certifiedsubstance sufficient to calculate the financial covenants set forth in Section 7.4, and (b) an audit report on the items listed in clause (a) hereof of Deloitte or any other independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur generally accepted accounting principles as in effect from time to time and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards. With respect to any fiscal year, if all of the foregoing information is fairly, accurately and completely set forth in the Company’s Form 10-K filing with the Commission for such fiscal year, such Form 10-K filing with the Commission shall be deemed delivery to the Administrative Agent of the information required under this Section 7.1(A)(ii); provided, however, that the Company must comply with the foregoing timing requirements for such delivery or deemed delivery whether constituting a Form 10-K filing or another report and must deliver any corresponding compliance certificates hereunder when due.

Annual Reports. Within Not later than 90 days after the end of each Fiscal Year (or, if or such earlier date on which the financial statements required by this clause (b) are Borrower is required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on file a Form 10-KK under the Exchange Act), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each Fiscal Year fiscal year, (or, if a) the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated statements of income income, stockholders' equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, all prepared and in conformity comparative form the corresponding figures for the previous fiscal year along with GAAP consolidating schedules in form and certifiedsubstance sufficient to calculate the financial covenants set forth in Section 7.4, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to (b) a schedule from the Borrower being a going concern other than solely with respect tosetting forth for each item in clause (a) hereof, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year the corresponding figures from the time consolidated financial budget for the current fiscal year delivered pursuant to Section 7.1(A)(iv), and (c) an audit report on the items listed in clause (a) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such opinion is delivered by financial statements fairly present the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated consolidated and consolidating financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur Agreement Accounting Principles and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (ii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants, and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default with respect to the obligations and covenants contained in Section 7.4, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist with respect to the obligations and covenants contained in Section 7.4, stating the nature and status thereof.

Annual Reports. Within As soon as available and in any event within 90 days (or such earlier date on which Borrower is required to file a Form 10-K under the Exchange Act) after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed beginning with the SECfiscal year ending December 31, such other time period as specified in 2025, (i) the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income and income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the Borrower end of, and its Subsidiaries for such Fiscal Yearfor, the preceding fiscal year, and notes thereto, all prepared in conformity accordance with GAAP Regulation S-X and certifiedaccompanied by an opinion of KPMG LLP or other independent public accountants of recognized national standing (which opinion shall not be qualified as to scope (other than (x) any customary qualifications in respect of businesses, in operations or Persons acquired pursuant to a Permitted Acquisition for periods prior to the case consummation of such Consolidated Financial Statements, without qualification as to the scope of the audit Permitted Acquisition or as to the Borrower being a going concern other than solely with respect to, or resulting solely from (y) an upcoming maturity date under the Loans or any series of Indebtedness occurring other indebtedness within one year from the time such opinion is delivered by the Borrower’s Accountantsyear) or contain any going concern or like qualification), together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the condition, results of their operations and cash flow flows of Borrower as of the dates and for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) GAAP, and (ii) a management’s discussion and analysis of the examination by financial condition and results of operations of Borrower for such fiscal year, as compared to amounts for the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.previous fiscal year and budgeted amounts (it being understood that the provision of an annual report on Form 10-K will satisfy the requirements of this Section 5.01(a));

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing case of its annual reports on Form 10-KFiscal Year 2002, by April 15, 2003), financial information regarding the Borrower Company and its Subsidiaries consisting of a Consolidated consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP GAAP, together with an analysis thereof by the management of the Company and setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year (if available) and the figures contained in the business plan provided pursuant to clause (e) of Section 6.1 (Financial Statements) for such Fiscal Year, and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower Company or any of its Subsidiaries being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Company's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s such Company's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the Borrower’s such Company's Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing under the financial or debt covenants, or, if such accounting firm has knowledge that any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the BorrowerGroup Member’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the BorrowerGroup Member’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the BorrowerGroup Member’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the financial statements of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenant contained in Article V (Financial Covenant) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenant, a statement as to the nature thereof.

Annual Reports. Within As soon as available and in any event within 90 days (or such earlier date on which Borrower is required to file a Form 10-K under the Exchange Act) after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed beginning with the SECfiscal year ending December 31, such other time period as specified in 2011, (i) the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year and related consolidated statements of income and income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the Borrower end of, and its Subsidiaries for such Fiscal Yearfor, the preceding fiscal year, and notes thereto, all prepared in conformity accordance with GAAP and certifiedaccompanied by an opinion of PricewaterhouseCoopers LLC or other independent public accountants of recognized national standing (which opinion shall not be qualified as to scope (other than any customary qualifications in respect of businesses, in operations or persons acquired pursuant to a Permitted Acquisition for periods prior to the case consummation of such Consolidated Financial Statements, without qualification as to Permitted Acquisition) or contain any explanatory paragraph expressing substantial doubt about the scope ability of the audit or Borrower to continue as to the Borrower being a going concern other than solely with respect toconcern), or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the condition, results of their operations and cash flow flows of Borrower as of the dates and for the periods indicated specified in conformity accordance with GAAP applied on GAAP, (ii) a basis consistent management report setting forth customary information with prior years respect to project backlog and (except iii) a narrative report and management’s discussion and analysis of the financial condition and results of operations of Borrower for changes with which such fiscal year, as compared to amounts for the Borrower’s Accountants shall concur and previous fiscal year (it being understood that shall have been disclosed in the notes to the Financial Statementsinformation required by clause (i) and (iii), and, to the extent contained therein, clause (ii) ), may be furnished in the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.form of a Form 10-K);

Annual Reports. Within 90 As soon as available and in any event within 95 days after the end of each Fiscal Year of Group, (or, if i) a copy of the financial statements required by this clause (b) are required to be filed with the SEC, annual audit report for such other time period as specified in the SEC’s rules and regulations with respect to the Borrower year for the filing of its annual reports on Form 10-K), financial information regarding the Borrower Group and its Subsidiaries consisting of a Consolidated Subsidiaries, containing the consolidated balance sheet of the Borrower Group and its Subsidiaries as of the end of such year Fiscal Year and related consolidated statements of income and cash flows of the Borrower Group and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the each case accompanied by an opinion of such Consolidated Financial Statements, without qualification as Deloitte & Touche LLP or by other independent public accountants acceptable to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm 65 Administrative Agent stating that (ix) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower Group and its Subsidiaries as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants such independent certified public accountants shall concur and that which shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (iiy) to the extent permitted by accounting rules and guidelines, the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards., and a certificate of a Responsible Officer of Group as to compliance with the terms of this Agreement and setting forth in reasonable detail the calculations necessary to demonstrate compliance with Article V and (ii) financial information regarding Group and its Subsidiaries consisting of consolidating balance sheets of Group and each of its Subsidiaries as of the end of such year and related statements of income and cash flows of Group and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified by a Responsible Officer of Group as fairly presenting the financial position of Group and each of its Subsidiaries as at the dates indicated;

Annual Reports. Within 90 As soon as available and in any event within 105 days after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed beginning with the SEC2003 fiscal year, such other time period as specified in the SEC’s rules an audited consolidated and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated unaudited consolidating balance sheet of the Borrower Company and its Subsidiaries as of the end of such fiscal year and the related audited consolidated and unaudited consolidating statements of income and income, cash flows of and stockholders’ equity for the Borrower Company and its Subsidiaries for such Fiscal Yearthe fiscal year then ended, including the notes thereto, in each case setting forth comparative figures as of the end of and for the preceding fiscal year together with comparative budgeted figures for the fiscal year then ended, all prepared in conformity with GAAP reasonable detail and certified, in the case certified by Ernst & Young LLP or another independent certified public accounting firm of such Consolidated Financial Statements, without qualification as recognized national standing reasonably acceptable to the scope of Required Noteholders (provided that the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date consolidating statements for Mettis and its Subsidiaries for all periods during fiscal year 2003 will be provided under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s AccountantsUK GAAP), together with (y) a report thereon by such accountants that is not qualified as to going concern or scope of audit and to the report of effect that such accounting firm stating that (i) such Financial Statements financial statements present fairly present, in all material respects, respects the Consolidated consolidated financial position condition and results of operations of the Borrower Company and its Subsidiaries as at of the dates indicated and the results of their operations and cash flow for the periods indicated in conformity accordance with GAAP applied on a basis consistent with prior years (except for changes with which that of the Borrower’s Accountants shall concur and that shall have been disclosed preceding year or containing disclosure of the effect on the financial condition or results of operations of any change in the notes application of accounting principles and practices during such year (for purposes of this clause (y), GAAP means United States GAAP (i.e., GAAP determined without regard to the Financial Statements) proviso in the definition of such term), except that the information included in such audited statements for Mettis and its Subsidiaries for the first quarter of 2003 shall be reported under UK GAAP), and (iiz) a report by such accountants to the examination by the Borrower’s Accountants effect that, based on and in connection with their examination of the financial statements of the Company and its Subsidiaries, they obtained no knowledge of the occurrence or existence of any Default or Event of Default relating to any of the covenants contained in Section 8 of this Agreement, or a statement specifying the nature and period of existence of any such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.Default or Event of Default disclosed by their audit; and

Annual Reports. Within As soon as available and in any event, not later than April 1, 2006, an annual report of Holdings on form 10-K as would be required to be filed with the SEC (whether or not such report is actually required to be filed) and a consolidating year end balance sheet for the fiscal year ending December 31, 2005. As soon as available and in any event, within 90 days after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed beginning with the SECfiscal year ending December 31, such other time period as specified in 2006, (i) the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries Holdings as of the end of each such fiscal year and related consolidated statements of income, cash flows and stockholders' equity for such fiscal year in comparative form with such financial statements as of the end of, and for, the preceding fiscal year (except that comparative statements of income and cash flows for the fiscal year ending December 31, 2005 shall not be required), and, in each case, notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows separating out the Borrower results of Holdings, the Borrowers, each Borrowing Base Guarantor and its Subsidiaries for such Fiscal Yearthe aggregate results of all Subsidiaries), all prepared in conformity accordance with GAAP Regulation S-X and certified, in accompanied by an opinion of KPMG LLP or other independent public accountants of recognized national standing satisfactory to the case of such Consolidated Financial Statements, without qualification Administrative Agents (which opinion shall not be qualified as to the scope of the audit or as to the Borrower being a contain any going concern or other than solely with respect toqualification), or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position condition, results of operations, cash flows of Holdings as of the Borrower dates and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and GAAP, (ii) a management report in a form reasonably satisfactory to the examination Administrative Agents setting forth (A) statement of income items and Consolidated Cash Flow of Holdings for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the Borrower’s Accountants previous fiscal year and budgeted amounts and (B) key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, including same-store sales, and (iii) a narrative report and management's discussion and analysis, in connection with a form reasonably satisfactory to the Administrative Agents, of the financial condition and results of operations of Holdings for such Consolidated Financial Statements has been made fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts (it being understood that the information required by clause (i) may be furnished in accordance with generally accepted auditing standards.the form of a Form 10-K);

Annual Reports. Within 90 As soon as available and in any event within 105 days after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed beginning with the SECfiscal year ending December 31, such other time period as specified in 2012, (i) the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries AGS Capital as of the end of such fiscal year and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the end of, and for, the preceding fiscal year, and notes thereto (including a note with a consolidating balance sheet and statements of income and cash flows of the separating out AGS Capital and its Subsidiaries, Borrower and the Subsidiaries), accompanied by an opinion of PricewaterhouseCoopers LLP or other independent public accountants of recognized national standing satisfactory to Administrative Agent in its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification reasonable credit judgment (which opinion shall not be qualified as to the scope of the audit or as to the Borrower being a contain any going concern or like qualification, exception or explanatory paragraph other than any such qualification, exception or explanatory paragraph that is expressly solely with respect to, or expressly resulting solely from an upcoming maturity date under any series of Indebtedness occurring from, the Term Loan Maturity Date being scheduled to occur within one year from the time such opinion is delivered by the Borrower’s Accountantsdelivered), together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the condition, results of their operations and cash flow flows of AGS Capital as of the dates and for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and GAAP, (ii) a management report in a form reasonably satisfactory to Administrative Agent setting forth (A) statement of income items and Consolidated EBITDA of AGS Capital for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the examination previous fiscal year and budgeted amounts and (B) if requested by Administrative Agent, key operational information and statistics for such fiscal year consistent with internal and industry-wide reporting standards, and (iii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to Administrative Agent, of the Borrower’s Accountants in connection with financial condition and results of operations of AGS Capital for such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.fiscal year, as compared to amounts for the previous fiscal year and budgeted amounts;

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower being a going concern (other than solely with respect to, to the due date of the Obligations) by Ernst & Young LLP or resulting solely from an upcoming maturity date under any series other independent public accountants of Indebtedness occurring within one year from recognized national standing acceptable to the time such opinion is delivered by the Borrower’s AccountantsAdministrative Agent, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower and its 70 Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants such independent certified public accountants shall concur and that which shall have been disclosed in the notes to the Financial Statements) financial statements), and (ii) to the extent permitted by accounting rules and guidelines, the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in ARTICLE V has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof; PROVIDED that such accountants shall not be liable to the Lenders for failure to obtain knowledge of any Default or Event of Default.

Annual Reports. Within 90 As soon as available and in any event within 150 days after the end of the fiscal year ending on or about December 31, 2011 and within 120 days after each Fiscal Year fiscal year thereafter, (or, if i) the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries Holdings as of the end of such fiscal year and related consolidated statements of income and income, cash flows and stockholders’ equity for such fiscal year, in comparative form with such financial statements as of the Borrower end of, and its Subsidiaries for such Fiscal Yearfor, all prepared the preceding fiscal year, and notes thereto, and accompanied by an opinion of independent public accountants of recognized national standing satisfactory to Agent [(which opinion shall not be qualified in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification any respect other than as to the scope “going-concern”, but only as a result of the audit or Obligations under this Agreement being classified as a current liability because the last day of the Term is to the Borrower being a going concern other occur in less than solely with respect toone year)], or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position condition, results of operations and cash flows of Holdings as of the Borrower dates and its Subsidiaries as at for the dates indicated periods specified in accordance with GAAP, (ii) unaudited internally prepared consolidating balance sheet and statements of income and cash flows separating out the results of their operations Holdings, Borrowers and cash flow the aggregate results of all Subsidiaries, (iii) for the periods indicated fiscal year ending on or about December 31, 2011, an audited opening consolidated balance sheet of Holdings (which will be included in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes footnote to the Financial Statementsforegoing financial statements for such fiscal year) and (ii) prepared as of effectiveness of the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made Plan of Reorganization prepared in accordance with generally accepted auditing standards.GAAP and reflecting fresh-start accounting, (iv) a management report in a form reasonably satisfactory to Agent setting forth statement of income items for such fiscal year, showing variance, by dollar amount and percentage, from amounts for the previous fiscal year and budgeted amounts, and

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower Company and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower Company being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Company's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower Company and its Subsidiaries as 113 CREDIT AGREEMENT SWIFT & COMPANY at the dates indicated (and give a true and fair view of the financial position and performance of each of Australian Holdings and each of its Subsidiaries as at such dates) and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Company's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Company's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within Not later than 90 days after the end of each Fiscal Year (or, if or such earlier date on which the financial statements required by this clause (b) are Borrower is required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on file a Form 10-KK under the Exchange Act), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to AMENDED AND RESTATED CREDIT AGREEMENT KNOLOGY, INC. the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 the earlier of (i) 60 days after the end of each Fiscal Year and (or, if ii) 2 Business Days after the date such financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules Securities and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Exchange Commission, financial information regarding the Borrower Holdings and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries as of the end of such year Fiscal Year and related statements of income and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower Holdings being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (iA) such Financial Statements fairly present, in all material respects, the Consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (iiB) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of Holdings and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 days As soon as practicable, and in any event no later than the earlier to occur of (x) the one-hundredth (100th) day after the end of each Fiscal Year fiscal year of the Company, and (or, if y) the financial statements required by this clause tenth (b10th) day after the date on which any of the following items are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect delivered to the Borrower for Commission, (a) the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower Company and its Subsidiaries as of at the end of such fiscal year and the related statements of income consolidated earnings, consolidated shareholders’ equity and consolidated cash flows of the Borrower Company and its Subsidiaries for such Fiscal Yearfiscal year, all prepared and in conformity with GAAP comparative form the corresponding figures for the previous fiscal year in form and certifiedsubstance sufficient to calculate the financial covenants set forth in Section 7.4, and (b) an audit report on the items listed in clause (a) hereof of Deloitte or any other independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such financial statements fairly present the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur generally accepted accounting principles as in effect from time to time and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards. With respect to any fiscal year, if all of the foregoing information is fairly, accurately and completely set forth in the Company’s Form 10-K filing with the Commission for such fiscal year, such Form 10-K filing with the Commission shall be deemed delivery to the Administrative Agent of the information required 80 under this Section 7.1(A)(ii); provided, however, that the Company must comply with the foregoing timing requirements for such delivery or deemed delivery whether constituting a Form 10-K filing or another report and must deliver any corresponding compliance certificates hereunder when due.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified than in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Fiscal Year 2000, financial information regarding the Borrower Company and its Subsidiaries consisting of a Consolidated consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP GAAP, together with an analysis thereof by the management of the Company and setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year (if available) and the figures contained in the business plan provided pursuant to clause (f) of Section 6.1 (Financial Statements) for such Fiscal Year, and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower Company or any of its Subsidiaries being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Company's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s such Company's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the Borrower’s such Company's Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing under the financial or debt covenants, or, if such accounting firm has knowledge that any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year, a summary of the Work In Process Report as of the end of such Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s 's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s 's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the Borrower’s 's Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in ARTICLE V (FINANCIAL COVENANTS) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 the earlier of (i) 60 days after the end of each Fiscal Year and (or, if ii) 2 Business Days after the date such financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules Securities and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Exchange Commission, financial information regarding the Borrower MICT and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower MICT and its Subsidiaries as of the end of such year Fiscal Year and related statements of income and cash flows of the Borrower MICT and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc. Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower MICT being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s 's Accountants, together with the report of such accounting firm stating that (iA) such Financial Statements fairly present, in all material respects, the Consolidated financial position of the Borrower MICT and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s 's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (iiB) the examination by the Borrower’s 's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of MICT and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 (a) as soon as practicable, the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such fiscal year, which consolidating financial statements may treat the Borrower and its Subsidiaries as a single entity, (b) as soon as practicable, and in any event within ninety (90) days after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated statements of income income, stockholders' equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, all prepared and in conformity with GAAP and certifiedcomparative form the corresponding figures for the previous fiscal year, in form and substance sufficient to calculate the case of such Consolidated Financial Statementsfinancial covenants set forth in Section 7.4, without qualification as to the scope of the audit or as to (c) a schedule from the Borrower being a going concern other than solely with respect tosetting forth for each item in clause (b) hereof, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year the corresponding figures from the time consolidated financial budget for the current fiscal year delivered pursuant to Section 7.1(A)(v), and (d) an audit report on the items listed in clause (b) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such opinion is delivered by financial statements fairly present the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated consolidated and consolidating financial position of Holdings and its Subsidiaries or the Borrower and its Subsidiaries Subsidiaries, as applicable, as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur Agreement Accounting Principles and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. Within 90 100 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower Holdings and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP GAAP, and setting forth in comparative form the figures for the corresponding Fiscal Year and the figures contained in the Projections or, if applicable, the latest business plan provided pursuant to clause (e) below for such Fiscal Year, in each case certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Holdings' Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Holdings' Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Holdings' Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of Holdings and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (orYear, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of such year Fiscal Year and related Consolidated statements of income and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower Borrowers being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Borrowers’ Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated financial position condition of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Borrowers’ Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Borrowers’ Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards., and accompanied by a certificate stating, and subject to Statement on Auditing Standards 62, that in the course of the regular audit of the business of the Holdings and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof. AMENDED AND RESTATED CREDIT AGREEMENT

Annual Reports. Within The Borrower shall furnish to the Lender as soon as available, and in any event within 90 days after the end of each Fiscal Year (orfiscal year, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules Consolidated and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated separately prepared balance sheet sheets of the Borrower and its Subsidiaries as of at the end of such year fiscal year, the Consolidated and related separately prepared statements of income and the Consolidated and separately prepared statements of changes in members' equity and of cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year (all in reasonable detail) and comparative figures for the immediately preceding fiscal year, all prepared accompanied by: (a) Reports of independent certified public accountants of recognized national standing reasonably satisfactory to the Lender, containing no material qualification, to the effect that they have audited the foregoing Consolidated financial statements in conformity accordance with GAAP generally accepted auditing standards and certified, in the case of that such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly presentfinancial statements present fairly, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as covered thereby at the dates indicated thereof and the results of their operations and cash flow for the periods indicated covered thereby in conformity with GAAP applied on a basis consistent GAAP. (b) A certificate of the Borrower signed by an Authorized Signatory to the effect that such Person has caused this Agreement to be reviewed and has no knowledge of any Default, or if such Person has such knowledge, specifying such Default and the nature thereof, and what action the Borrower has taken, is taking or proposes to take with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed respect thereto, in the notes form of Exhibit 6. (c) Computations by the Borrower comparing the financial statements referred to above with the most recent budget for such fiscal year furnished to the Financial Statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made Lender in accordance with generally accepted auditing standardsSection 6.5.3. (d) In reasonable detail a report describing the operations of each Approved Project as at the end of and for the year covered by such financial statements.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial AMENDED AND RESTATED CREDIT AGREEMENT ▇▇▇▇▇ HEALTHCARE CORPORATION Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the BorrowerGroup Member’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position condition of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the BorrowerGroup Member’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the BorrowerGroup Member’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the financial statements of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenant contained in Article V (Financial Covenant) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenant, a statement as to the nature thereof.

Annual Reports. Within 120 days after the end of the Fiscal Year ending December 31, 2006 and 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)thereafter, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s 's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, present the Consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied and, in the case of years ending after December 31, 2006, on a basis consistent with prior years (except for changes with which the Borrower’s 's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s 's Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 As soon as practicable, and in any event within ninety (90) days after the end of each Fiscal Year fiscal year, (ora) the consolidated and consolidating balance sheets of Holdings and its Subsidiaries as at the end of such fiscal year and the related consolidated and consolidating statements of income, if the stockholders' equity and cash flows of Holdings and its Subsidiaries for such fiscal year, which consolidating financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding may treat the Borrower and its Subsidiaries consisting of as a Consolidated single entity, (b) the consolidated balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated statements of income income, stockholders' equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Yearfiscal year, all prepared and in conformity with GAAP and certifiedcomparative form the corresponding figures for the previous fiscal year, in form and substance sufficient to calculate the case of such Consolidated Financial Statementsfinancial covenants set forth in Section 7.4, without qualification as to the scope of the audit or as to (c) a schedule from the Borrower being a going concern other than solely with respect tosetting forth for each item in clause (a) hereof, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year the corresponding figures from the time consolidated financial budget for the current fiscal year delivered pursuant to Section 7.1(A)(v), and (d) an audit report on the items listed in clauses (a) and (b) hereof of independent certified public accountants of recognized national standing, which audit report shall be unqualified and shall state that such opinion is delivered by financial statements fairly present the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, in all material respects, the Consolidated consolidated and consolidating financial position of Holdings and its Subsidiaries or the Borrower and its Subsidiaries Subsidiaries, as applicable, as at the dates indicated and the results of their operations and cash flow flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur Agreement Accounting Principles and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements consolidated and consolidating financial statements has been made in accordance with generally accepted auditing standards. The deliveries made pursuant to this clause (iii) shall be accompanied by (x) any management letter prepared by the above-referenced accountants and (y) a certificate of such accountants that, in the course of their examination necessary for their certification of the foregoing, they have obtained no knowledge of any Default or Unmatured Default, or if, in the opinion of such accountants, any Default or Unmatured Default shall exist, stating the nature and status thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower Company and its Subsidiaries consisting of a Consolidated consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP GAAP, setting forth in comparative form the figures for the corresponding period in the prior Fiscal Year (if available) and the figures contained in the business plan provided pursuant to clause (f) of Section 6.1 (Financial Statements) for such Fiscal Year, and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower Company or any of its Subsidiaries being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Company's Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s such Company's Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the Borrower’s such Company's Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing under the financial or debt covenants, or, if such accounting firm has knowledge that any such Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 the earlier of (i) 60 days after the end of each Fiscal Year and (or, if ii) 2 Business Days after the date such financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules Securities and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Exchange Commission, financial information regarding the Borrower MICT and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower MICT and its Subsidiaries as of the end of such year Fiscal Year and related statements of income and cash flows of the Borrower MICT and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower MICT being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (iA) such Financial Statements fairly present, in all material respects, the Consolidated financial position of the Borrower MICT and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (iiB) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of MICT and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Credit Agreement Macquarie Infrastructure Company Inc. Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.

Annual Reports. Within 90 Not later than the earlier of (x) 100 days after the end of each Fiscal Year and (or, if y) 10 days after the financial statements required by this clause (b) are required to be filed with Parent’s or the SEC, such other time period as specified in the SECBorrower’s rules and regulations with respect to the Borrower for the filing of its annual reports Annual Report on Form 10-K)K is filed with the Securities and Exchange Commission, financial information regarding the Borrower and its Subsidiaries Parent consisting of a Consolidated balance sheet sheets of the Borrower and its Subsidiaries Parent as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries Parent for such Fiscal Year, all prepared in conformity confor- mity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Parent or the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from by the time such opinion is delivered by Parent’s and the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, present in all material respects, respects the Consolidated financial position of the Borrower and its Subsidiaries Parent as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Parent’s and the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Parent’s and the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards.

Annual Reports. Within 90 the earlier of (i) 60 days after the end of each Fiscal Year and (or, if ii) 2 Business Days after the date such financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules Securities and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Exchange Commission, financial information regarding the Borrower Holdings and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower Holdings and its Subsidiaries as of the end of such year Fiscal Year and related statements of income and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit or as to the Borrower Holdings being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (iA) such Financial Statements fairly present, in all material respects, the Consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) and (iiB) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of Holdings and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenants contained in Article V (Financial Covenants) has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenants, a statement as to the nature thereof.”

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet sheets of the Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower and its Subsidiaries being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s AccountantsAccountants or any other material qualification or exception (other than any standard qualification or exception made by the Borrower’s Accountants that is not specifically related to the Borrower and/or its Subsidiaries), together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for material changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the Borrower’s Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standardsGAAP, and accompanied by a certificate stating that in the course of the regular audit of the business of the Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof.

Annual Reports. Within 90 days after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)Year, financial information regarding the Borrower Company and its Subsidiaries consisting of a Consolidated consolidated and consolidating balance sheet sheets of the Borrower Company and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Company and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statementsconsolidated financial statements, without qualification as to the scope of the audit or as to the Borrower Company and its Subsidiaries being a going concern by the Company’s Accountants or any other material qualification or exception (other than solely with respect to, any standard qualification or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered exception made by the BorrowerCompany’s AccountantsAccountants that is not specifically related to the Company and/or its Subsidiaries), together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated consolidated financial position of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for material changes with which the BorrowerCompany’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (ii) the examination by the BorrowerCompany’s Accountants in connection with such Consolidated Financial Statements consolidated financial statements has been made in accordance with generally accepted auditing standardsGAAP, and accompanied by a certificate stating that in the course of the regular audit of the business of the Table of Contents Company and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default has occurred and is continuing, or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing, a statement as to the nature thereof; provided, however, that notwithstanding the foregoing, (i) the Borrowers shall only be required to deliver consolidating financial statements with respect to each Borrower and (ii) no financial information shall be required to be delivered under this clause (b) for any period prior to the Closing Date.

Annual Reports. Within 90 days Promptly after becoming available after the end of each Fiscal Year (or, if the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K)fiscal year, financial information regarding the Administrative Borrower and its Subsidiaries consisting of a Consolidated and consolidating balance sheet sheets of the Administrative Borrower and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Administrative Borrower and its Subsidiaries for such Fiscal Yearfiscal year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, without qualification as to the scope of the audit by Ernst & Young LLP or as to the Borrower being a going concern other than solely with respect to, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountantsanother nationally recognized independent certified public accountant, together with the report of such accounting firm stating that (i) such Financial Statements fairly present, present in all material respects, respects the Consolidated financial position of the Administrative Borrower and its Subsidiaries as at the dates indicated and the results of their operations and cash flow for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants such independent certified public accountants shall concur and that which shall have been disclosed in the notes to the Financial Statements) and (ii) the examination by the Borrower’s Accountants such accountants in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standards, and accompanied by a certificate stating that in the course of the regular audit of the business of the Administrative Borrower and its Subsidiaries such accounting firm has obtained no knowledge that a Default or Event of Default in respect of the financial covenant contained in Article V has occurred and is continuing or, if in the opinion of such accounting firm, a Default or Event of Default has occurred and is continuing in respect of such financial covenant, a statement as to the nature thereof. To the extent the information set forth in this clause (b) is included in the Administrative Borrower’s Annual Report on Form 10-K as filed with the SEC, such information shall be deemed delivered for the purposes hereof.

Annual Reports. Within As soon as available and in any event within 90 days after the end of each Fiscal Year fiscal year (or, if i) the financial statements required by this clause (b) are required to be filed with the SEC, such other time period as specified in the SEC’s rules and regulations with respect to the Borrower for the filing of its annual reports on Form 10-K), financial information regarding the Borrower and its Subsidiaries consisting of a Consolidated consolidated balance sheet of PESRM (provided that, in the Borrower event PESRM is a Wholly-Owned Subsidiary of a Permitted Reporting Company, PESRM shall be entitled to satisfy this requirement by delivering the corresponding consolidated and consolidating financial statements of the Permitted Reporting Company and its Subsidiaries consolidated Subsidiaries) as of the end of such fiscal year and related consolidated and, if a Permitted Reporting Company, consolidating statements of income and income, cash flows and members’ equity for such fiscal year, in comparative form with such financial statements (if any) as of the Borrower end of, and its Subsidiaries for such Fiscal Yearfor, all prepared in conformity with GAAP the preceding fiscal year, and certifiednotes thereto, in the case accompanied by an opinion of such Consolidated Financial Statements, without qualification KPMG LLP or other independent public accountants of recognized national standing reasonably satisfactory to MLC (which opinion shall not be qualified as to the scope of the audit or as to the Borrower being a contain any going concern or other than solely with respect toqualification), or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time such opinion is delivered by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements financial statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower and its Subsidiaries as at the dates indicated and the condition, results of their operations and cash flow flows of PESRM (or, as applicable, of the Permitted Reporting Company and its consolidated Subsidiaries) as of the dates and for the periods indicated specified in conformity accordance with GAAP applied on a basis consistent with prior years (except for changes with which the Borrower’s Accountants shall concur and that shall have been disclosed in the notes to the Financial Statements) consistently applied; and (ii) a narrative report and management’s discussion and analysis, in a form reasonably satisfactory to MLC, of the examination by financial condition and results of operations of PESRM for such fiscal year, as compared to amounts for the Borrower’s Accountants previous fiscal year; ** Certain information in connection with such Consolidated Financial Statements this document has been made in accordance omitted and filed separately with generally accepted auditing standardsthe Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.