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 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 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 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 Seller and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower Seller and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Seller 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, without limitation, as to the scope of the audit or as to the Borrower Seller 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 BorrowerSeller’s Accountantsindependent public accountants, together with the report of such accounting firm stating that (iA) such Financial Statements financial statements fairly present, in all material respects, present the Consolidated financial position of the Borrower Seller 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 BorrowerSeller’s Accountants independent public accountants shall concur and that shall have been disclosed in the notes to the Financial Statementsfinancial statements) and (iiB) the examination by the BorrowerSeller’s Accountants independent public accountants in connection with such Consolidated Financial Statements 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 Seller and its Subsidiaries such accounting firm has obtained no knowledge that a Potential Event of Termination or 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 (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 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 90 120 days after the end of each Fiscal Year fiscal year, the General Partners shall send to each Person who was a Limited Partner or Unitholder at any time during the fiscal year then ended a report in narrative form summarizing the status of the Partnership's investments and containing (or, if the financial statements required by this clause (bi) 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 fiscal year and related statements of operations, Partners' equity and changes in financial position for such fiscal year, all of which shall be prepared in accordance with accounting methods followed for federal income tax purposes and cash flows generally accepted accounting principles and accompanied by an auditor's' report containing an opinion 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) a cash flow statement (which need not be audited), (iii) a report summarizing the examination fees and other remuneration paid by the Borrower’s Accountants Partnership for such fiscal year to any General Partner or any Affiliate of any General Partner, (iv) an estimate by the General Partners of the value of the Units, and (v) a statement (which need not be audited) showing the Distributable Cash Flow and the Net Cash Proceeds from any Capital Transaction or Terminating Capital Transaction distributed per Interest during such fiscal year. Such report shall separately identify (to the extent then applicable) distributions from (a) cash flow from operations during the period, (b) cash flow from operations during a prior period which had been held as reserves, (c) net cash proceeds arising from disposition of Mortgages and other investments, and (d) reserves from the gross proceeds of the offering of Units. Until the Capital Contribution of the Partnership derived from the offering of Units shall be fully invested, the annual report shall also contain a report on Mortgage acquisitions providing the information specified above for quarterly reports, unless such information shall have previously been or shall concurrently be provided in connection with such Consolidated Financial Statements has been made in accordance with generally accepted auditing standardsa quarterly or special report to the Limited Partners and Unitholders.

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 90 As soon as available, and in any event within one hundred twenty (120) 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 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 consolidating balance sheet of the Borrower Company and its Subsidiaries as of at the end of such year Fiscal Year and related the consolidated and consolidating statements of income income, shareholders’ equity and cash flows flows, in each case 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 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 reasonable detail. Such financial statements shall be certified by the Borrower’s Accountants, together with the report chief financial officer of such accounting firm stating Company that (i) such Financial Statements they fairly present, in all material respects, the Consolidated financial position condition of the Borrower Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flow flows for the periods indicated, (b) a narrative report describing the operations of the Company and its Subsidiaries for such Fiscal Year, and (c) in the case of such consolidated financial statements, a report thereon of Ernst & Young or other independent certified public accountants of recognized national standing selected by Company and reasonably satisfactory to the holders of the Notes (it being agreed that the holders of the Notes shall be deemed to have approved of any such certified public accountants approved by the Senior Lenders for purposes of preparing similar certifications called for under the Senior Loan Documents), which report shall be unqualified, shall express no doubts, assumptions or qualifications concerning the ability of the Company and its Subsidiaries to continue as a going concern, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of the Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash 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 as otherwise disclosed in such financial statements) 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.standards provided, however, that, with respect to any fiscal period ended 180 days or more after the consummation of an initial public offering of any of the Company’s Equity Interests, so long as Company is required to file reports under Section 13 of the Exchange Act, the requirements of this paragraph shall be deemed satisfied by the delivery of, the year-end financials of Company on Form 10-K for such Fiscal Year;

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 As soon as available after the end of each Fiscal Year, and in any event, after delivery of the financial information required by clause (h) below, 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 (subject to adjustments required in connection with the resolution of the Borrower's outstanding accounting issues with the agreement of the Borrower's Accountants) and certified, in the case of such Consolidated Financial Statements, (i) prior to delivery of the financial information required by clause (h) below, by a Responsible Officer of the Borrower as fairly presenting 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 accordance with GAAP (subject to adjustments required in connection with the resolution of the Borrower's outstanding accounting issues with the agreement of the Borrower's Accountants), and (ii) after delivery of the restated financial information required by clause (h) below, 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 (iA) 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 (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 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.

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 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 100 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 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 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 XXXXX 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 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 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 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 As soon as available, and in any event within 90 days after the end of each Fiscal Year Year, (or, if 1) (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 audited consolidated balance sheets 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 at the end of such year Fiscal Year and the related audited consolidated statements of income income, stockholders’ equity and cash flows of the Borrower Holdings and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous 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 Accountantsreasonable detail, together with a Narrative Report with respect thereto (it being understood that all of the foregoing information may be furnished in the form of a Form 10-K and only the information required as of the date hereof by such Form 10-K shall be required by this Section 5.01(c)(1)(i) so long as such financial information includes the financial information described in this Section 5.01(c)(1)(i)); provided that it is understood and agreed that any financials delivered pursuant to this Section 5.01(c)(i) covering any periods prior to the Closing Date shall not include the FMC Acquired Companies for such periods; and (ii) a Financial Officer Certification with respect thereto and (2) with respect to such audited consolidated financial statements, a report thereon of Xxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national or regional standing selected by Holdings, and reasonably satisfactory to Administrative Agent (the firm delivering such accounting firm stating report, the “Accounting Firm”) (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that (i) such Financial Statements consolidated financial statements fairly present, in all material respects, the Consolidated consolidated financial position of the Borrower Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their 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 as otherwise disclosed in such financial statements) 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.);

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 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.

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 110 Credit Agreement AMC Entertainment Inc. 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 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 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 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 or as to the Administrative Borrower being a going concern other than solely with respect to, by Ernst & Young LLP 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, in all material respects, present 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 Section 5.2 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) of Section 6.1 are included in the Administrative Borrower’s Annual Report on Form 10-K as filed with the Securities and Exchange Commission, such information shall be deemed delivered for the purposes hereof.

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 setting forth for each item in CLAUSE (A) hereof, the corresponding figures from the 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 (other than solely with respect tothe consolidating schedules) of independent certified public accountants of recognized national standing, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from which audit report shall be unqualified and shall state that such financial statements fairly present 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 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 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. In addition, the Borrower shall deliver to the Agent, promptly upon any receipt thereof, copies of any management letter prepared by the above-referenced accountants.

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 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)fiscal year, financial information regarding the Borrower Parent and its Subsidiaries consisting of a Consolidated balance sheet sheets of the Borrower Parent and its Subsidiaries as of the end of such year and related statements of income and cash flows of the Borrower Parent and its Subsidiaries for such Fiscal Yearfiscal year, all prepared in conformity with GAAP and certified, in the case of such Consolidated Financial Statements, certified 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 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 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 Parent 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 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 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 XXXXX 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 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 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.

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 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 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 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 consolidating balance sheet of the Borrower and its Subsidiaries as of at the end of such fiscal year and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows flow of the Borrower and its Subsidiaries for such Fiscal Year, all prepared in conformity with GAAP and certifiedfiscal year and, in comparative form the case of such Consolidated Financial Statements, without qualification as to corresponding figures for the scope of previous fiscal year and (b) an audit report on the audit or as to the Borrower being a going concern items (other than solely with respect tothe consolidating financial statements) listed in clause (a) hereof of independent certified public accountants of recognized national standing, or resulting solely from an upcoming maturity date under any series of Indebtedness occurring within one year from the time which audit report shall be unqualified and shall state that 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, present in all material respects, respects 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 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 financial statements has been made in accordance with generally accepted auditing standards. Delivery within the time period specified above of the Borrower's Annual Report on Form 10-K for such fiscal year (together with the Borrower's annual report to shareholders, if any, prepared pursuant to Rule 14a-3 under the Securities Exchange Act of 1934) prepared in accordance with the requirements therefor and filed with the Commission shall be deemed to satisfy the foregoing requirements of this Section 6.1(A)(ii), provided that the auditors' report contained therein satisfies the requirements specified in clause (b) above. The deliveries made pursuant to this clause (ii) shall be accompanied by 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 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 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 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 together with (i) a report 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 AccountantsAccountants that they have audited, together in accordance with auditing standards generally accepted in the report United States of America, the Consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such accounting firm stating Fiscal Year and the related consolidated statements of operations, stockholders’ equity, and cash flows for the Fiscal Year then ended, which report shall include the opinion of the Borrower’s Accountants that (i) such Financial Statements fairly presentthose Consolidated financial statements of the CREDIT AGREEMENT THE PREMCOR REFINING GROUP INC. Borrower and its Subsidiaries present fairly, in all material respects, the Consolidated financial position of the Borrower and its Subsidiaries as subsidiaries at the dates indicated end of the Fiscal Year, and the results of their operations and their cash flow flows for the periods indicated Fiscal Year then ended, in conformity with GAAP applied on GAAP, with any changes in the basis of presentation of the consolidated financial statements discussed in an explanatory paragraph or paragraphs, and (ii) a basis consistent with prior years (except for changes with which report of 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 their audit of such Consolidated financial statements, nothing came to their attention that caused them to believe that the Borrower failed to comply with the provisions of Section 5.1 of Article V (Financial Statements has been made Covenant) insofar as they relate to financial and accounting matters, or in accordance the case of any such non-compliance with generally accepted auditing standardssuch provisions, 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 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 ninety (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 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 certified by the Borrower’s Accountants, which shall not be qualified in any material respect as to scope but may contain a qualification with respect to the Case or “going concern”, together with the report of such accounting firm the Borrower’s Accountants 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 such Borrower’s Accountants shall concur and that which shall have been disclosed in the notes to the Financial Statements) financial statements), and (ii) the examination by the such Borrower’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 Borrower’s Accountants has obtained no knowledge that a Default or Event of Default has occurred, or, if in the opinion of such Accountants, a Default or Event of Default has occurred, a statement as to the nature thereof.

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 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. SECOND AMENDED AND RESTATED CREDIT AGREEMENT Macquarie Infrastructure Company Inc.

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 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 90 As soon as available and in any event within 120 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 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 consolidating balance sheet of the Borrower and its Subsidiaries Holdings as of the end of such fiscal year (or, in the case of the fiscal year ending December 31, 2007, for the period from January 10, 2007 to December 31, 2007) and related consolidated statements of income, cash flows and stockholders’ equity for such fiscal year and related consolidating statements of income and cash flows flows, and for each such fiscal year ending on or after December 31, 2009 in comparative form with such financial statements 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, accompanied, in the case of such Consolidated Financial Statementsthe consolidated financial statements only, without qualification by an opinion of Deloitte & Touche, LLP or other independent public accountants of recognized standing (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 tosimilar 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 by the Borrower’s Accountants, together with the report of such accounting firm stating that (i) such Financial Statements consolidated financial statements fairly present, in all material respects, the Consolidated consolidated financial position condition, results of the Borrower operations and cash flows of Holdings and its Subsidiaries as at of 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) GAAP, and (ii) for each fiscal year ending on or after December 31, 2008, a narrative report and management’s discussion and analysis of the examination by financial condition and results of operations for such fiscal year, as compared to budgeted amounts and, for each such fiscal year ending on or after December 31, 2009, the Borrower’s Accountants in connection previous fiscal year (it being understood that the furnishing of an annual report of a parent holding company of Holdings on Form 10-K for such year (if any) so long as such parent holding company has no significant assets or operations other than its ownership of Net Proceeds from its IPO and any follow-on offering and Holdings and its Subsidiaries as filed with the SEC will satisfy the Credit Parties’ obligation to deliver consolidated financial statements under Section 4.1(a)(i) with respect to such Consolidated Financial Statements has been made in accordance fiscal year and delivery obligations under Section 4.1(a)(ii) with generally accepted auditing standardsrespect to such fiscal year).”.