Common use of Financial Statements and Projections Clause in Contracts

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries as of July 3, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries as of April 2, 2005. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower Parties' good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3January 1, 20042005, and for the Fiscal Year then ended, accompanied by the report thereon of by the ParentBorrower's independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated and consolidating balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as for the fiscal quarter of the Borrower ending April 2, 2005. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended in conformity with GAAP. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith estimate Borrower's best estimates of the future consolidated financial performance of the Parent Holdings and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth thereintherein on the date when submitted. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time such Latest Projections are submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders members’ equity for the Parent Borrower and its consolidated Subsidiaries as of July 3December 26, 2004, and for the Fiscal Year then ended, 2004 accompanied by the report thereon of the Parent's Borrower’s independent certified public accountants, Deloitte Ernst & ToucheYoung LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2June 26, 2005. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent Parent’s and the Borrower Parties' good faith Borrower’s best estimate of the future consolidated financial performance of Parent, the Parent Borrower and its Subsidiaries, as applicable, their consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which Parent and the Borrower Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earningsoperations, cash flows, flows and changes in stockholders common shareholders' equity for the Parent and its consolidated Subsidiaries as of July February 3, 20041996, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & Touche. The Administrative Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income operations and cash flows for the Parent and its consolidated Subsidiaries as of April 2August 3, 20051996. All such financial statements have been prepared in accordance with GAAP (in the case of the unaudited financial statements, as applicable to interim periods) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended subject, in the case of the unaudited statements, to the addition of year-end schedules and notes and normal year-end adjustments. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith estimate Parent's estimates of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Parent believes are fair and reasonable at the time when made in light of current and reasonably foreseeable business conditions at the time submitted to the Agentconditions. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries as of July 3December 31, 20042000, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Borrowers' independent certified public accountants, Deloitte & Touche. The Administrative Borrower Parent has also delivered to the Agent the Consolidating Schedules of the Borrowers and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries as of April 2March 31, 20052001 together with a reconciliation of such statements in form and substance acceptable to Agent. All such financial statements have been prepared in accordance with GAAP (subject in the case of unaudited financial statements to the addition of footnotes and normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries Borrowers as at of the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower PartiesBorrowers' good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent, it being understood by the Agent and the Lenders that such projections as to future events are not to be viewed as facts and that actual results during the period or periods covered by any such projections may differ materially from the projected results. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Loan Parties have delivered to the Administrative Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, flows and changes in stockholders partners' equity for the Parent Foamex and its consolidated Subsidiaries as of July 3January 2, 20042005, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Loan Parties' independent certified public accountants, Deloitte & ToucheKPMG LLP. The Administrative Borrower has Loan Parties have also delivered to the Administrative Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Foamex and its consolidated Subsidiaries as of April 2July 3, 2005. Such financial statements are attached hereto as Schedule II. All such financial statements have been prepared in accordance with GAAP (subject, in the case of the interim financial statements, to normal year-end audit adjustments) and present accurately and fairly in all material respects the financial position of the Parent Foamex and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Loan Parties' good faith estimate of the future consolidated financial performance of the Parent Foamex and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe such Loan Party believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Administrative Agent and the Lenders UK Agent the audited consolidated balance sheet financial statements and related consolidated statements of income, retained earnings, cash flows, and changes information set forth in stockholders equity for the Parent and its Subsidiaries Section 5.2(a) in each case as of July 3December 31, 20042005, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Parent Guarantor’s independent certified public accountants, Deloitte Ernst & ToucheYoung, LLP. The Administrative Such financial statements are attached hereto as Exhibit C. Each Borrower has also delivered to the Administrative Agent and the Lenders UK Agent, the unaudited consolidated balance sheet financial statements and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries information set forth in Section 5.2(b) as of April 2March 31, 20052006. Such financial statements are also attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor’s and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (subject, in the case of the financial statements as of March 31, 2006, to the absence of footnotes and to normal year-end adjustments). (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith each Borrower’s best estimate of the future consolidated financial performance of the Parent Guarantor and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the each Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders it being understood and agreed that the Latest Projections are by their nature inherently uncertain and actual results may be materially different that those set forth in such Latest Projections. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and Lender the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries preliminary Fiscal Year end Financial Statements as of July 3October 9, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & Touche2003. The Administrative Borrower has also delivered to the Agent and the Lenders Lender the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2June 25, 20052004. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lender as required herein represent the Borrower Parties' good faith Borrower’s best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Administrative Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flowsflow, and changes in stockholders stockholders' equity for the Parent and its Subsidiaries on a consolidated basis as of July 3May 31, 20042002, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte Ernst & ToucheYoung LLP. The Administrative Borrower has Borrowers have also delivered to the Administrative Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows flow for the Parent and its Subsidiaries on a consolidated basis as of April 2February 28, 20052003. All such financial statements have been prepared in accordance conformity with GAAP and fairly present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (except with respect to the financial statements dated February 28, 2003, for the absence of applicable footnotes and subject to normal year-end adjustments). (b) The Latest Projections when submitted to the Administrative Agent and the Lenders as required herein represent the Borrower PartiesBorrowers' good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Borrowers for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentAdministrative Agent and the Lenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Fleetwood has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Fleetwood and its consolidated Subsidiaries as of July 3April 25, 2004, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's its independent certified public accountants, Deloitte Ernst & ToucheYoung. The Administrative Borrower Fleetwood has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Fleetwood and its consolidated Subsidiaries as of April 2the Fiscal Quarter ending January 23, 2005. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Fleetwood and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject in the case of the unaudited statements to normal year end audit adjustments and to the omission of footnotes required by GAAP. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith estimate by the Borrowers of the future consolidated financial performance of the Parent Fleetwood and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries Consolidated Members as of July 3December 31, 20042000, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & ToucheGrant Thornton LLP. The Administrative Borrower has also delivered to the Agent and the txx Xxxxx xxx xhe Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries Consolidated Members as of April 2September 30, 20052001. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (except for the quarterly or monthly financial statements) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries Consolidated Members as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower Parties' Loan Party's good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Consolidated Members for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3December 31, 20041996, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & ToucheXxxxxx Xxxxxxxx LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2November 29, 20051997. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth thereintherein on the date when submitted. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower IMS has delivered to the ------------------------------------- Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent IMS and its consolidated Subsidiaries as of July 3December 31, 20041998, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountantsaccountants at such time, Deloitte Ernst & ToucheYoung LLP. The Administrative Borrower IMS has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent IMS and its consolidated Subsidiaries as of April 2June 30, 20051999. Such financial statements are attached hereto as Exhibit D. All such financial statements have been prepared in accordance --------- with GAAP and present accurately and fairly in all material respects the financial position of the Parent IMS and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower PartiesBorrowers' good faith best estimate of the future consolidated financial performance of the Parent IMS and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders but are not guarantees of future performance. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has On the Closing Date, the Loan Parties have delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earningsearnings and cash flows for Target for its fiscal year ending on December 31, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries as of July 3, 2004, and for the Fiscal Year then ended, 2007 accompanied by the report thereon of the Parent's independent certified public Target’s chartered accountants, Deloitte & TouchePricewaterhouseCoopers. The Administrative Borrower has Loan Parties have also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries Target as of April 2and for the fiscal quarters of Target’s current fiscal year ending on June 30, 20052008 and September 30, 2008. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (with a reconciliation to generally accepted accounting principles in the U.S. with respect to the last two fiscal years ending more than 90 days prior to the Closing Date) and present accurately and fairly in all material respects the consolidated financial position of the Parent and its consolidated Subsidiaries Target as at the dates thereof and their results of operations for the periods then ended, subject, in the case of the interim financial statements, to normal year end adjustments. (b) The Latest Projections when submitted to the Agent as required herein represent pro forma consolidated balance sheet and related statements of income and pro-forma levels of EBITDA of the Borrower Parties' and its Subsidiaries as at September 30, 2008 and for the 12 month period then ended, attached hereto as Exhibit C, have been and will be prepared in good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, for the periods set forth therein. The Latest Projections have been prepared on the basis of the based upon assumptions set forth therein, which the Borrower Parties believe are fair and believed to be reasonable in light of current and reasonably foreseeable business conditions at the time submitted made after giving effect to and as if the Agenttransactions contemplated by the Transaction had occurred on September 30, 2008 and the Closing Date had been such date. The foregoing shall be prepared on a basis consistent with pro forma financial statements set forth in a registration statement filed with the Securities and Exchange Commission, including such additional adjustments as previously agreed to by Bridge Agents and/or their affiliates in connection with the Bridge Facility. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3December 28, 20042001, and for the Fiscal Year then ended, accompanied by the report thereon of the Parentsuch Borrower's independent certified public accountants, Deloitte Ernst & ToucheYoung. The Administrative Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April 2May 25, 20052002. Such financial statements are attached hereto as Exhibit C. --------- All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' Parent's good faith and reasonable estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Parent believes are fair and reasonable reasonable, in light of current and reasonably foreseeable business conditions conditions, at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Obligated Parties have delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flowsflow, and changes in stockholders stockholders' equity for the Parent Borrower and its Subsidiaries as of July 3June 30, 20042002, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & TouchePricewaterhouseCoopers LLP. The Administrative Borrower has Obligated Parties have also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows flow for the Parent Borrower and its Subsidiaries as of April 2August 31, 20052002. All such financial statements have been prepared in accordance with GAAP and fairly present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended (except with respect to the financial statements dated August 31, 2002, for the absence of applicable footnotes and subject to normal year-end audit adjustments). (b) The Latest Projections when submitted to the Agent and the Lenders as required herein represent the Borrower Obligated Parties' good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Obligated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Obligated Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentAgent and the Lenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3December 31, 20041999, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & ToucheTouche LLP. The Administrative Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April 2March 31, 20052000. Such Financial Statements are attached hereto as EXHIBIT C. All such financial statements Financial Statements have been prepared in accordance with GAAP (subject, in the case of the Financial Statements as of March 31, 2000, to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Parent's best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Parent believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Administrative Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrowers and its Subsidiaries the other Consolidated Parties as of July 3December 31, 20042010, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Borrowers’ independent certified public accountants, Deloitte & ToucheTouche LLP. The Administrative Borrower has Borrowers have also delivered to the Administrative Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrowers and its Subsidiaries the Consolidated Parties as of April 2June 30, 20052011. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrowers and its consolidated Subsidiaries the other Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrowers’ best estimate of the future consolidated financial performance of the Parent Borrowers and its Subsidiaries, as applicable, the other Consolidated Parties for the periods set forth therein. The Latest Projections as of the Closing Date are attached hereto as Exhibit B-1. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Agent Agents and the Lenders the drafts of the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries Consolidated Parties as of July 3April 30, 20042001, and for the Fiscal Year then ended, accompanied by the draft report thereon of the Parent's Borrower’s independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries as of April 2, 2005Axxxxx Axxxxxxx LLP. All such financial statements have been prepared in accordance with GAAP GAAP, and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections (attached hereto as Exhibit C in the case of the Latest Projections on the Closing Date) when submitted to the Agent Lenders as required herein represent the Borrower Parties' Borrowers’ good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year pro forma balance sheet of the Parent ends each year on Consolidated Parties as at April 30, 2001, attached hereto as Exhibit C, presents fairly and accurately the Saturday closest Consolidated Parties’ financial condition as at such date after giving effect to June 30the transactions contemplated by this Agreement, and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Administrative Borrower has Obligors have delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries Consolidated Parties as of July 3December 31, 20042002, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Obligors’ independent certified public accountants, Deloitte & ToucheTouche LLP. The Administrative Borrower has Obligors have also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries Consolidated Parties as of April 230, 20052003. Such financial statements are attached hereto as Exhibit B. All such financial statements have been prepared in accordance with GAAP (subject, in the case of the unaudited financial statements, to normal fiscal period-end adjustments and the absence of footnotes) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Obligors’ best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Obligors believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent, the Co-Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries as of July 3June 28, 20042003, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent, the Co-Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries as of April 2March 27, 20052004. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower ATI has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3February 1, 20042003, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's its independent certified public accountants, Deloitte & ToucheTouche LLC. The Administrative Borrower ATI has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April August 2, 20052003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (subject to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower PartiesBorrowers' good faith best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The therein and the Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders (it being understood that the forecasts and forward looking statements are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers' control and that no guaranty can be given that the Latest Projections will be realized as further described in the Parent's SEC filings). (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3June 29, 20042001, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & TouchePricewaterhouseCoopers. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2February 22, 20052002. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended subject to normal recurring accruals and adjustments considered necessary. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's reasonable estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Fleetwood has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Fleetwood and its consolidated Subsidiaries as of July 3April 27, 20042003, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's its independent certified public accountants, Deloitte Ernst & ToucheYoung. The Administrative Borrower Fleetwood has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Fleetwood and its consolidated Subsidiaries as of April 2the Fiscal Quarter ending January 25, 20052004. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Fleetwood and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject in the case of the unaudited statements to normal year end audit adjustments and to the omission of footnotes required by GAAP. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith estimate by the Borrowers of the future consolidated financial performance of the Parent Fleetwood and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3September 30, 20041998, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte Ernst & ToucheYoung LLP. The Administrative Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April 2June 30, 20051999. Such financial statements are attached hereto as EXHIBIT C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. ended (b) except with respect to the financial statements dated June 30, 1999, for the absence of applicable footnotes and subject to normal year-end adjustments). The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Loan Parties' good faith best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Loan Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3August 31, 20041998, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & TouchePricewaterhouseCoopers LLP. The Administrative Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April 2June 30, 20051999. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP (subject to normal year-end adjustments for such financial statements dated as of June 30, 1999) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Loan Parties' good faith estimate of the future consolidated financial performance of the Parent Loan Parties and its Subsidiaries, as applicable, their consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3January 2, 20041999, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte Ernst & ToucheYoung, LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April October 2, 20051999. Such financial statements are attached hereto as EXHIBIT C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent SDI and its consolidated Subsidiaries as of July 3December 31, 20041997, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentSDI's independent certified public accountants, Deloitte & ToucheKPMG Peat Marwick LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent SDI and its consolidated Subsidiaries as of April 2February 28, 20051998. Such financial statements are attached hereto as EXHIBIT C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent SDI and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's reasonable estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Penn Traffic has delivered to the Agent and the Lenders (i) the audited consolidated balance sheet and related consolidated statements of income, retained earnings, earnings and cash flows, and changes in stockholders equity flow for the Parent Penn Traffic and its Subsidiaries as of July 3at January 30, 2004, 1999 and for the Fiscal Year 52-week period then ended, accompanied by the report thereon of the ParentPricewaterhouse Coopers, LLP, Penn Traffic's independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent accountants and the Lenders (ii) the unaudited consolidated balance sheet and related unaudited consolidated statements sheets of income and cash flows for the Parent and its Subsidiaries as of April 2, 2005. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Penn Traffic and its consolidated Subsidiaries as at the end of the first Fiscal Quarter of Fiscal Year 2000, and statements of income and expense and cash flow for Penn Traffic and its consolidated Subsidiaries for such Fiscal Quarter. All such financial statements and the Financial Statements to be delivered pursuant to Section 7.2 have been or will be prepared in accordance with GAAP, and present or will present fairly the financial position of Penn Traffic and its consolidated Subsidiaries, as at the dates thereof and their the results of operations of such Persons for the periods then ended. (b) The Latest Projections when submitted to As of the Agent as required herein represent Closing Date, the Borrower Parties' good faith Business Plan represents Penn Traffic's best estimate of the future consolidated financial performance of the Parent Borrowers and its Subsidiaries, as applicable, their consolidated Subsidiaries for the periods set forth therein. The Latest Projections have , and has been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Penn Traffic believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agentconditions. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Spacelabs Delaware has delivered to the Agent and the Lenders Lender the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Spacelabs Delaware and its consolidated Subsidiaries as of July 3December 31, 20042000, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentSpacelabs Delaware's independent certified public accountants, Deloitte & ToucheKPMG, LLP. The Administrative Borrower Spacelabs Delaware has also delivered to the Agent and the Lenders Lender the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Spacelabs Delaware and its consolidated Subsidiaries as of April 2September 29, 20052001. Such financial statements are attached hereto as Exhibit B. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Spacelabs Delaware and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections Projections, when submitted to the Agent Lender as required herein herein, represent the Borrower Parties' good faith Spacelabs Delaware's best estimate of the future consolidated financial performance of the Parent Spacelabs Delaware and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Spacelabs Delaware believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3December 31, 20041996, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & ToucheKPMG Peat Marwick LLP. The Administrative Borrower Parent has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April 2December 31, 20051997. Such financial statements are attached hereto as Exhibit A. All such financial statements have been prepared in accordance with GAAP and present accurately fairly the consolidated and fairly in all material respects the consolidating financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Parent's best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Fleetwood has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Fleetwood and its consolidated Subsidiaries as of July 3April 30, 20042006, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's its independent certified public accountants, Deloitte Ernst & ToucheYoung. The Administrative Borrower Fleetwood has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Fleetwood and its consolidated Subsidiaries as of April 2the Fiscal Quarter ending July 31, 20052006. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Fleetwood and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended, subject in the case of the unaudited statements to normal year end audit adjustments and to the omission of footnotes required by GAAP. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith estimate by the Borrowers of the future consolidated financial performance of the Parent Fleetwood and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Administrative Agent and the Lenders the consolidated audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3December 31, 20042001, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Borrowers' independent certified public accountants, Deloitte Ernst & ToucheYoung LLP. The Administrative Borrower has Borrowers have also delivered to the Administrative Agent and the Lenders the consolidated unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2September 30, 20052002. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrowers and its their consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower PartiesBorrowers' good faith best estimate of the future consolidated financial performance of the Parent Borrowers and its Subsidiaries, as applicable, their consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Such Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent SDI and its consolidated Subsidiaries as of July 3December 31, 20041997, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentSDI's independent certified public accountants, Deloitte & ToucheKPMG Peat Marwick LLP. The Administrative Such Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent SDI and its consolidated Subsidiaries as of April 2February 28, 20051998. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent SDI and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith such Borrower's reasonable estimate of the future consolidated financial performance of the Parent such Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the such Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent Guarantor has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Guarantor and its consolidated Subsidiaries as of July 3December 31, 20041998, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentParent Guarantor's independent certified public accountants, Deloitte & ToucheXxxxx Xxxxxxxx LLP. The Administrative Borrower Parent Guarantor has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Guarantor and its consolidated Subsidiaries as of April 2September 30, 20051998. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Parent Guarantor's best estimate of the future consolidated financial performance of the Parent Guarantor and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Parent Guarantor believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flowschanges in financial position, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3December 31, 20041996, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's independent certified public accountants, Deloitte & Touche. The Administrative Borrower has Borrowers have also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows changes in financial position for the Parent and its consolidated Subsidiaries as of April 2June 30, 20051997 and for the second quarter and six-month period then ended. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower PartiesBorrowers' good faith best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agentconditions. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries as of July 31, 20042006, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's ’s independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries as of April 2March 31, 20052007. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower Parties' ’ good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower CMI has delivered to the Agent and the Lenders Lender the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent CMI and its consolidated Subsidiaries as of July 3June 30, 2004, 1996 and for the Fiscal Year then ended, accompanied by the report thereon of the ParentCMI's independent certified public accountants, Deloitte Ernst & ToucheYoung LLP. The Administrative Borrower CMI has also delivered to the Agent and the Lenders Lender the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows as of March 31, 1997 and for the Parent and its Subsidiaries nine months then ended. Such financial statements are attached hereto as of April 2, 2005Exhibit A-1. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent CMI's and its consolidated Subsidiaries Subsidiaries' financial position as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower PartiesBorrowers' good faith best estimate of the Borrowers' future consolidated financial performance of the Parent and its Subsidiaries, as applicable, for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agentconditions. (c) The Fiscal Year pro forma consolidated balance sheet of the Parent ends each year on Borrower as at March 31, 1997 attached hereto as Exhibit A-2, presents fairly and accurately the Saturday closest to June 30financial condition of CMI and its consolidated Subsidiaries at such date and has been prepared in accordance with GAAP.

Financial Statements and Projections. (a) The Administrative Borrower has Obligors have delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries Consolidated Parties as of July 3December 31, 20042005, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Obligors’ independent certified public accountants, Deloitte & ToucheTouche LLP. The Administrative Borrower has Obligors have also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries Consolidated Parties as of April 2February 28, 20052006. Such financial statements are attached hereto as Exhibit B. All such financial statements have been prepared in accordance with GAAP (subject, in the case of the unaudited financial statements, to normal fiscal period-end adjustments and the absence of footnotes) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries Consolidated Parties as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Obligors’ best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Consolidated Parties for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Obligors believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower ATI has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its consolidated Subsidiaries as of July 3February 2, 20042008, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's its independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries as of April 2, 2005Touche LLC. All such financial statements have been prepared in accordance with GAAP (subject to normal year-end adjustments) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrowers’ best estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The therein and the Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders (it being understood that the forecasts and forward looking statements are subject to significant uncertainties and contingencies, many of which are beyond the Borrowers’ control and that no guaranty can be given that the Latest Projections will be realized as further described in the Parent’s SEC filings). (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3December 31, 20041997, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & ToucheArthur Andersen LLP. The Administrative Borrower has also delivered to the Agent and the Xxxxx xxx xxx Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2June 30, 20051998. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth thereintherein on the date when submitted. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower ABT has delivered to the ------------------------------------ Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent ABT and its consolidated Subsidiaries as of July 3June 30, 20041997, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentABT's independent certified public accountants, Deloitte & ToucheKPMG Peat Marwick LLP. The Administrative Borrower ABT has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent ABT and its consolidated Subsidiaries as of April 2March 31, 20051998. Such financial statements are attached hereto as Exhibit "C". All such financial ----------- statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent ABT and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith ABT's best estimate of the future consolidated financial performance of the Parent ABT and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe ABT believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower Parent Guarantor has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Guarantor and its consolidated Subsidiaries as of July 3December 31, 20042000, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentParent Guarantor's independent certified public accountants, Deloitte & ToucheGrant Thornton LLP. The Administrative Borrower Parent Guarantor has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Guarantor and its consolidated Subsidiaries as of April 2March 31, 20052001. Such financial statements are attached hereto as EXHIBIT C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Guarantor and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Parent Guarantor's best estimate of the future consolidated financial performance of the Parent Guarantor and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe Parent Guarantor believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent Co-Agents and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3September 30, 20041998, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & ToucheTouche LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2August 31, 20051999. Such financial statements are attached hereto as Exhibit G. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the Agent. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.fair

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3December 31, 20041999, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & ToucheXxxxxx Xxxxxxxx LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2May 27, 20052000. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent and its Subsidiaries Consolidated Members as of July 3December 31, 20042003, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & ToucheGrant Thornton LLP. The Administrative Borrower has also delivered to the Agent and the Lenders Axxxx xxx xxx Xenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its Subsidiaries Consolidated Members as of April 2August 31, 20052004. Such financial statements are attached hereto as EXHIBIT C. All such financial statements have been prepared in accordance with GAAP (except for the quarterly or monthly financial statements) and present accurately and fairly in all material respects the financial position of the Parent and its consolidated Subsidiaries Consolidated Members as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent as required herein represent the Borrower Parties' Loan Party's good faith estimate of the future consolidated financial performance of the Parent and its Subsidiaries, as applicable, Consolidated Members for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Loan Parties believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July 3December 27, 20042002, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's its independent certified public accountants, presently Deloitte & ToucheTouche LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent and its consolidated Subsidiaries as of April 2March 28, 20052003. Such financial statements are attached hereto as Exhibit C. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower’s best estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Centrum and its consolidated Subsidiaries as of July 3March 31, 20041998, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & TouchePriceWaterhouseCoopers LLP. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Centrum and its consolidated Subsidiaries as of April 2December 31, 20051998. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Centrum and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then endedended subject to normal year-end adjustments and the lack of footnotes. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's best estimate of the future consolidated financial performance of the Parent Centrum and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLender. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has Borrowers have delivered to the Administrative Agent and the Lenders the consolidated audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrowers and its their consolidated Subsidiaries as of July 3December 29, 20042002, and for the Fiscal Year then ended, accompanied by the report thereon of the Parent's Borrowers' independent certified public accountants, Deloitte McGladrey & TouchePullen, LLP. The Administrative Borrower has Borrowers have also delivered to the Agent and Administrative Agexx xxx the Lenders the consolidated unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrowers and its their consolidated Subsidiaries as of April 2September 28, 20052003. All such financial statements have been prepared in accordance with GAAP and present accurately and fairly in all material respects the financial position of the Parent Borrowers and its their consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower PartiesBorrowers' good faith reasonable best estimate of the future consolidated financial performance of the Parent Borrowers and its Subsidiaries, as applicable, their consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties Borrowers believe are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.

Financial Statements and Projections. (a) The Administrative Borrower has delivered to the Agent and the Lenders the audited consolidated balance sheet and related consolidated statements of income, retained earnings, cash flows, and changes in stockholders equity for the Parent Borrower and its consolidated Subsidiaries as of July February 3, 20042001, and for the Fiscal Year then ended, accompanied by the report thereon of the ParentBorrower's independent certified public accountants, Deloitte & Touche. The Administrative Borrower has also delivered to the Agent and the Lenders the unaudited consolidated balance sheet and related unaudited consolidated statements of income and cash flows for the Parent Borrower and its consolidated Subsidiaries as of April 2August 4, 20052001. All such financial statements have been prepared in accordance with GAAP (subject to, in the case of the interim financial statements, full footnote disclosure and year and audit adjustments) and present accurately and fairly in all material respects the financial position of the Parent Borrower and its consolidated Subsidiaries as at the dates thereof and their results of operations for the periods then ended. (b) The Latest Projections when submitted to the Agent Lenders as required herein represent the Borrower Parties' good faith Borrower's estimate of the future consolidated financial performance of the Parent Borrower and its Subsidiaries, as applicable, consolidated Subsidiaries for the periods set forth therein. The Latest Projections have been prepared on the basis of the assumptions set forth therein, which the Borrower Parties believe believes are fair and reasonable in light of current and reasonably foreseeable business conditions at the time submitted to the AgentLenders. (c) The Fiscal Year of the Parent ends each year on the Saturday closest to June 30.