Common use of Financial Statements; Pro Forma Balance Sheet Clause in Contracts

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings and its Subsidiaries for Fiscal Years 1995 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period), all in reasonable detail and certified by the principal financial officer or principal accounting officer of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (iii) pro forma consolidated balance sheets of Holdings and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such date, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the --------------------------------------------- Closing Date, Lenders shall have received from Company Holdings (i) audited consolidated financial statements balance sheets of Holdings and its Subsidiaries for Fiscal Years 1995 and 1996 and 1997, the unaudited consolidated financial statements balance sheet of Holding Holdings and its Subsidiaries for the Fiscal Year 1994, consisting of consolidated balance sheets 1995 and the related audited consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for each such foregoing Fiscal YearsYear, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for each fiscal month and Fiscal Quarter the period consisting of the ten Accounting Periods ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of a consolidated balance sheets sheet and the related consolidated statements statement of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period), all in reasonable detail and certified by the principal financial officer or principal accounting officer of Holdings that they fairly present, in all material respects, the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (iii) pro forma consolidated balance sheets of Holdings and its Subsidiaries as at the --- ----- date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such date, which pro forma financial --- ----- statements shall be in form and substance reasonably satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995 and 1995, 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19941997, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity partners capital and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity partner's capital, and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable detail and certified by the principal financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (iii) pro forma consolidated balance sheets of Holdings Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the MergerTransactions, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such date, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for the Fiscal Years 1995 ended October 31, 1999, 1998 and 1996 1997, and unaudited consolidated financial statements of Holding Scientific Games and its Subsidiaries for the Fiscal Year 1994Years ended December 31, 1999, 1998 and 1997, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries, for the Fiscal Quarters ended January 31, 2000 and April 30, 2000, and unaudited financial statements of Scientific Games and its Subsidiaries for each fiscal month as of March 31, 2000 and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i)June 30, 2000, consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity income and cash flows for the three- and six-month periods ending on such periods (except for statements of cash flows for each such monthly period)dates, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Company and Scientific Games, as the case may be, that they fairly present, in all material respects, present the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) unaudited pro forma consolidated balance sheets of Holdings Company and its Subsidiaries and of Scientific Games and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)July 31, 2000, prepared in accordance with GAAP and reflecting the estimated effects of the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateAgreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to Agents and Lenders, and (iv) projected financial statements (including balance sheets and related statements of operations and cash flows) of Company and its Subsidiaries through and including the last day of Company's Fiscal Year ended on or about December 31, 2008, which projected financial statements shall be in form and substance satisfactory to Agents and Lenders (the "Financial Plan").

Financial Statements; Pro Forma Balance Sheet. On or before prior to the Closing Effective Date, Lenders the Banks shall have received from the Company (i) the audited consolidated financial statements of Holdings the Company and its Subsidiaries for Fiscal Years 1995 the twelve (12) months ended December 31, 1997 consisting of a balance sheet and 1996 related consolidated statements of income, stockholders' equity and cash flows for such period, (ii) the unaudited consolidated financial statements of Holding the Company and its Subsidiaries for Fiscal Year 1994the fiscal periods most recently ended prior to the Effective Date (including without limitation monthly income statements for any such period of less than three months), in each case consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable reasonably detail and certified by the principal chief financial officer or principal accounting officer of Holdings the Company that they fairly present, in all material respects, present the financial condition of Holdings the Company and its Subsidiaries as at the dates indicated for such periods and the results of their operations and their cash flows for the periods indicatedsuch periods, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) pro forma consolidated balance sheets of Holdings the Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)September 30, 1998, prepared in accordance with GAAP and reasonably reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such datehereby, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders.the Agents, and (iv) projected consolidated financial statements of the Company and its Subsidiaries for the three-year period after the Effective Date consisting of a balance sheet and consolidated statements of income, shareholders' equity and cash flows, which projected financial statements shall be in form and substance reasonably satisfactory to the Agents (such financial statements and information described in clauses (i) through (iv) above are hereinafter collectively referred to as the "FINANCIALS");

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Effective Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for the Fiscal Year 1994ended September 24, 1998, consisting of consolidated balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Yearsperiod, (ii) unaudited consolidated audited financial statements of Holdings Target Company and its Subsidiaries for the Fiscal Years ended March 27, 1996, April 2, 1997 and April 1, 1998, in each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), case consisting of consolidated balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such periods period, which financial statements have already been received, and (except for iii) unaudited financial statements of Company and Target Company and their respective Subsidiaries for the fiscal periods most recently ended at least 30 days prior to the Effective Date, in each case consisting of a balance sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for each the two-month period and eight-month periods respectively ending on such monthly period)date, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, present the financial condition of Holdings Company and its Subsidiaries and Target Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iiiiv) pro forma consolidated and consolidating balance sheets of Holdings Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)Effective Date, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the MergerTarget Company Acquisition, the related financings redemption of the Senior Notes and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateAgreements, which pro forma financial statements shall be substantially consistent with any financial statements for the same periods delivered to Agents prior to November 30, 1998, and otherwise in form and substance reasonably satisfactory to Lenders, and (v) projected consolidated and consolidating financial statements of Company and its Subsidiaries for the five-year period after the Effective Date consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, shareholders' equity and cash flows, which projected financial statements shall be substantially consistent with any projected financial results for the same period delivered to Agents prior to November 30, 1998 and otherwise in form and substance satisfactory to Agents and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing DateFunding Date for the NSA Acquisition Loans, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings NSA and its Subsidiaries for Fiscal Years 1995 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994fiscal year ending December 31, 1995, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Yearsfiscal year, (ii) unaudited consolidated audited financial statements of Holdings NSA and its Subsidiaries for each its fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i)year ending December 31, 1996, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such periods fiscal year, and (except for iii) unaudited financial statements of NSA and its Subsidiaries for the seven- month period ending July 31, 1997, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for each such monthly seven-month period), all in reasonable detail and prepared in accordance with GAAP and certified by the principal chief financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, present the financial condition of Holdings NSA and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iiiiv) pro forma consolidated and consolidating balance sheets of Holdings Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)July 31, 1997 prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the MergerNSA Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateNSA Acquisition Agreement, which pro forma financial statements balance sheets shall be in form and substance reasonably satisfactory to Requisite Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before prior to the Closing Effective Date, Lenders the Banks shall have received from the Company (i) the audited consolidated financial statements of Holdings the Company and its Subsidiaries for Fiscal Years 1995 the twelve (12) months ended December 31, 1999 consisting of a balance sheet and 1996 related consolidated statements of income, stockholders' equity and cash flows for such period, (ii) the unaudited consolidated financial statements of Holding the Company and its Subsidiaries for Fiscal Year 1994the fiscal periods most recently ended prior to the Effective Date (including without limitation monthly income statements for any such period of less than three months), in each case consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable reasonably detail and certified by the principal chief financial officer or principal accounting officer of Holdings the Company that they fairly present, in all material respects, present the financial condition of Holdings the Company and its Subsidiaries as at the dates indicated for such periods and the results of their operations and their cash flows for the periods indicatedsuch periods, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) pro forma consolidated balance sheets of Holdings the Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)January 31, 2001, prepared in accordance with GAAP and reasonably reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such datehereby, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders.the Agents, and (iv) projected consolidated financial statements of the Company and its Subsidiaries for the three-year period after the Effective Date consisting of a balance sheet and consolidated statements of income, shareholders' equity and cash flows, which projected financial statements shall be in form and substance reasonably satisfactory to the Agents (such financial statements and information described in clauses (i) through (iv) above are hereinafter collectively referred to as the "Financials");

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995 1994 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19941995, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries as at March 30, 1996, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for the three-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their 113 cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, and (iii) pro forma consolidated balance sheets of Company and its Subsidiaries as at March 30, 1996, prepared in accordance with GAAP and giving effect to the consummation of the Transactions, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which pro forma financial statements shall be in form and substance satisfactory to Lenders. On or before the Closing Date, Lenders shall have received from Company (i) audited financial statements of Smitty's and its Subsidiaries for each fiscal month Fiscal Years 1994 and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i)1995, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such periods Fiscal Years, and (except for ii) unaudited financial statements of Smitty's and its Subsidiaries as at April 7, 1996, consisting of a balance sheet and the related consolidated statements of income, stockholders' equity and cash flows for each the nine-month period ending on such monthly period)date, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Smitty's prior to the Merger that they fairly present, in all material respects, present the financial condition of Holdings Smitty's and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments adjustments. Agent and the absence of footnotes, and (iii) pro forma consolidated balance sheets of Holdings and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant Lenders shall have had an opportunity to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if discuss such transactions had occurred on such date, which pro forma unaudited financial statements shall be in form and substance reasonably satisfactory to Lenderswith the independent certified public accountants for Company with the cost of such review being for the account of Company.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for the Fiscal Years 1995 ended October 31, 1998, November 1, 1997 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994November 2, 1996, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries for each fiscal month and the Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i)Quarters ending on or about January 31 and, if available, April 30, 1999, consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for the three- and six-month periods ending on such periods (except for statements of cash flows for each such monthly period)dates, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, present the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) pro forma consolidated balance sheets of Holdings Company and its Subsidiaries and of Shelby and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)Merger Date, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the MergerTender Offer, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateAgreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to Agents and Lenders, and (iv) projected financial statements (including balance sheets and related statements of operations, stockholders' equity and cash flows) of, Company and its Subsidiaries through and including the last day of Company's Fiscal Year ended on or about October 31, 2005, which projected financial statements shall be in form and substance satisfactory to Agents and Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995 ended July 2, 1999 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994July 3, 1998, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for each such Fiscal YearsYear, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i)as at March 31, 2000, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for the nine-month period ending on such periods (except for statements of cash flows for each such monthly period)date, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, present the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments adjustments, (iii) unaudited financial statements of Company and its Subsidiaries as at June 30, 2000, consisting of consolidated balance sheets and the absence related consolidated statements of footnotesincome, stockholder's equity and cash flows for the twelve-month period ending on such date, which financial statements shall demonstrate that Company's Consolidated EBITDA for the twelve-month period then ending shall not be less than $49,000,000 (iiiprovided that such $49,000,000 may be reduced by up to $500,000 of non-cash, non-recurring charges which are reasonably satisfactory to Agent), all in reasonable detail and certified by the chief financial officer of Company that they fairly present the financial condition of Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments, (iv) pro forma consolidated balance sheets of Holdings Company and its Subsidiaries as at June 30, 2000 giving effect to the date of transactions consummated on the most recent consolidated balance sheet delivered pursuant to clause (ii)Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents hereby, (v) projected quarterly consolidated statements of income, balance sheets and statements of cash flows of Company and its Subsidiaries for each remaining month in Fiscal Year 2001, and (vi) projected consolidated balance sheets and the Related Agreements as if such transactions had occurred on such daterelated consolidated statements of income, which pro forma operations, stockholders' equity and cash flows for the five-year period after the Closing Date, all of the foregoing in clauses (i) through (vi) to be substantially consistent with any financial statements shall be previously delivered to Agent and, in the case of any such financial statements for subsequent periods, substantially consistent with any projected financial results for such periods previously delivered to Agent and otherwise in form and substance reasonably satisfactory to Agent and the Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company Borrower (i) audited consolidated financial statements of Holdings Borrower and its Subsidiaries for Fiscal Years 1995 ended October 31 of 2000, 1999 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19941998, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for each such Fiscal YearsYear, (ii) unaudited consolidated financial statements of Holdings Borrower and its Subsidiaries for each fiscal month as at January 31 and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i)April 30, 2001, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for the three and six-month periods ending on such periods dates (except for statements which may be in the form of cash flows for each such monthly periodBorrower's Quarterly Reports on Form 10-Q), all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Borrower that they fairly present, in all material respects, present the financial condition of Holdings Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) pro forma consolidated and consolidating balance sheets of Holdings Borrower and its Subsidiaries as at fiscal month-end nearest to the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)Closing Date, prepared in accordance with GAAP and reflecting the consummation of (A) the Recapitalization Transactions reorganization contemplated in the Approved Plan of Reorganization and (B) the Merger, the related financings and the other transactions contemplated by hereby, (iv) projected monthly consolidated and consolidating statements of income, balance sheets and statements of cash flows of Borrower and its Subsidiaries for each remaining month in Fiscal Year 2001, and (v) any necessary revisions to the Loan Documents projected consolidated and consolidating balance sheets and the Related Agreements related consolidated and consolidating statements of income, operations, stockholders' equity and cash flows for the four-and-one-half-year period after the Closing Date as if such transactions had occurred on such datedelivered to Agent prior to the Closing Date, which pro forma all of the foregoing in clauses (i) through (v) to be substantially consistent with any financial statements shall be previously delivered to Agent and, in the case of any such financial statements for subsequent periods, substantially consistent with any projected financial results for such periods previously delivered to Agent and otherwise in form and substance reasonably satisfactory to LendersAgent.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995 2000, 2001 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19942002, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Years, together with the unqualified report thereon of Deloitte & Touche LLP, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries for as at the end of each fiscal month and Fiscal Quarter quarter, if any, ended subsequent more than 45 days prior to the date of Closing Date and after the most recent financial statements delivered pursuant Fiscal Year referred to clause (i)above, consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, present the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) a pro forma consolidated balance sheets sheet of Holdings Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)month end, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateDocuments, which pro forma financial statements balance sheet shall be in form and substance reasonably satisfactory to LendersAdministrative Agent, and (iv) a consolidated plan and financial forecast for the seven-year period following the Closing Date, including forecasted balance sheets, consolidated statements of income and cash flows of Company and its Subsidiaries on a quarterly basis for Fiscal Year 2003 and on an annual basis for each Fiscal Year thereafter during such period, together with an explanation of the assumptions on which such forecasts are based.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company Borrower (i) audited consolidated financial statements state- ments of Holdings Rose Hills and its Subsidiaries for Fiscal Years 1995 and 1996 and unaudited consolidated financial statements of Holding Subsidiaries, the Association and its Subsidiaries Subsidiary and the Satellite Properties, in each case for Fiscal Year 19941995, consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal YearsYear (all as included in Borrower's Offering Memorandum, dated November 14, 1996, prepared in connection with the Senior Subordinated Notes), (ii) (x) unaudited consolidated financial statements of Holdings Rose Hills and its Subsidiaries Subsidiaries, the Association and its Subsidiary and the Satellite Properties for the six month period ended June 30, 1996 and (y) monthly unaudited financial statements prepared by management for internal use of each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to Association and Rose Hills Mortuary L.P. for the monthly periods ended July 31, 1996, August 31, 1996 and September 30, 1996, in each case (in respect of the foregoing clause (ix), ) consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable detail and certified by the principal financial chief executive officer or principal accounting chief financial officer of Holdings that they fairly present, present in all material respects, respects the financial condition of Holdings and its Subsidiaries respective Persons as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) a pro forma consolidated balance sheets sheet of Holdings and its Subsidiaries as at of June 30, 1996 and a pro forma income statement of Holdings and its Subsidiaries for the date of twelve month period ended December 31, 1995 and the most recent consolidated balance sheet delivered pursuant to clause (ii)six month period ended June 30, 1996, in each case prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions Acquisition, the Merger and the MergerContribution, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateAgreements, which pro forma financial statements shall be in form and substance reasonably consistent with the pro forma financial statements contained in the Confidential Information Memorandum and otherwise satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Effective Date, Lenders shall have received from Company and be satisfied with (i) audited consolidated financial statements of Holdings Vendor and its Subsidiaries for Fiscal Years 1995 the periods ending March 31, 1997 and 1996 Xxxxx 00, 0000 (xx being understood and unaudited consolidated agreed that the foregoing audited financial statements of Holding and its Subsidiaries for Fiscal Year 1994the said periods shall not be released by Vendor to Company until the Effective Date), consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Yearsperiods, (ii) unaudited consolidated financial statements of Holdings Vendor and its Subsidiaries for each fiscal month and Fiscal Quarter the period from April 1, 1998 through the monthly period most recently ended subsequent to the date of the most recent financial (for which such statements delivered pursuant to clause (iare available), consisting of a consolidated balance sheets sheet (prepared on a divisional basis) and the related consolidated statements statement of income, stockholders' equity and cash flows income for such periods (except for statements of cash flows for the period ending on each such monthly period)date, all in reasonable detail and certified the accuracy and preparation of which have been represented to by Vendor under the principal financial officer or principal accounting officer of Holdings Cinnabon Acquisition Agreement that they fairly present, in all material respects, the financial condition of Holdings Vendor and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) pro forma audited financial statements of the Company and its Subsidiaries for the period ending December 28, 1997, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, (iv) unaudited financial statements of Company and its Subsidiaries for the period from December 29, 1997 through August 9, 1998, consisting of a consolidated balance sheets sheet and the related consolidated statements of Holdings income, stockholders' equity and cash flows for the period ending on each such date, all in reasonable detail and certified by the chief financial officer of the Company that they fairly present, in all material respects, the financial condition of the Company and its Subsidiaries as at the date dates indicated and the results of their operations and their cash flows for the most recent consolidated periods indicated, subject to changes resulting from audit and normal year-end adjustments, (v) pro forma combined balance sheet delivered pursuant to clause (ii)sheets of Company and its Subsidiaries as at June 14, 1998, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateDocuments, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders, and (vi) the Projections.

Financial Statements; Pro Forma Balance Sheet. On or before prior to the Closing Restatement Effective Date, Lenders Administrative Agent, JPMSI and the Lenders, shall have received from Company Holdings or the Borrower (i) audited consolidated financial statements balance sheets of Holdings and its Subsidiaries for Fiscal Years 1995 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994, consisting of consolidated balance sheets 2002 and the related audited consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such foregoing Fiscal YearsYear, (ii) unaudited consolidated financial statements of Holdings Borrower and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant Accounting Period ended at least 30 days prior to clause (i)the Restatement Effective Date, consisting of a consolidated balance sheets sheet and the related consolidated statements statement of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period), all in reasonable detail and certified by the principal financial officer or principal accounting officer of Holdings Borrower that they fairly present, in all material respects, the financial condition of Holdings Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (iii) an unaudited pro forma consolidated balance sheets of Holdings and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements calculated as if such transactions the Transaction had occurred on such date) consolidated balance sheet of Borrower and its Subsidiaries as of March 23, 2003 and the related pro forma (calculated as if the Transaction had occurred on the first day of the period covered thereby) statement of income for the twelve-month period ended as of such date, after giving effect to the Transaction and the incurrence of all Indebtedness (including the Loans and the New Senior Subordinated Notes) contemplated herein and prepared in accordance with Article 11 of Rule S-X under the Securities Act (the "Pro Forma Financial Statements"), together with a related funds flow statement, which Pro Forma Financial Statements and funds flow statement shall be reasonably satisfactory to the Agents and the Requisite Lenders and which shall demonstrate, to each of their respective reasonable satisfaction, that: (i) Consolidated Adjusted EBITDA of Holdings for the twelve-month period ended March 23, 2003 is in the aggregate not less than $189,000,000, (ii) the Borrower shall have demonstrated compliance with a Senior Leverage Ratio of 3.25:1.0 or less determined on a pro forma financial statements basis as of the Restatement Effective Date (after giving effect to the Transaction), (iii) the Borrower shall have demonstrated compliance with a Leverage Ratio of 5.40:1.0 or less determined on a pro forma basis as of the Restatement Effective Date (after giving effect to the Transaction) and (iv) the Borrower shall be in form and substance reasonably satisfactory to Lenderscompliance with each of the financial covenants in Sections 7.6 calculated as of the Restatement Effective Date.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company Borrower (i) audited consolidated and restated financial statements of Holdings and its Subsidiaries for Fiscal Years 1995 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19941995, consisting of consolidated a balance sheets EXECUTION sheet and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal YearsYear, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for each fiscal month and the Fiscal Quarter ended subsequent to March 31, 1996 and for the date of the most recent financial statements delivered pursuant to clause (i)monthly periods ended April 30, 1996 and May 31, 1996 consisting of consolidated a balance sheets sheet and the related consolidated statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings that they fairly present, in all material respects, present the financial condition of Holdings and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) a pro forma consolidated balance sheets sheet of Holdings and its Subsidiaries as at for the date of 55 days prior to the most recent consolidated balance sheet delivered pursuant to clause (ii)Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions Acquisition and the MergerReorganization, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateAgreements, which pro forma financial statements shall be in form and substance reasonably consistent with the pro forma financial statements contained in the Confidential Information Memorandum and otherwise satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited consolidated financial statements of Holdings Target and its Subsidiaries for Fiscal Years 1995 1993, 1994 and 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19941995, consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings Target and its Subsidiaries for (a) each fiscal month and Fiscal Quarter ended subsequent to the date of the Fiscal Quarters of Target ended during the Fiscal Year 1996 and before the Closing Date and (b) each month that shall have ended after the most recent financial statements delivered pursuant to clause (i)recently ended Fiscal Quarter, consisting of a consolidated and consolidating balance sheets sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such periods (except for statements of cash flows for the period ending on each such monthly period)date, all in reasonable detail and certified by the principal chief financial officer or principal accounting officer of Holdings Target that they fairly present, in all material respects, the financial condition of Holdings Target and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotesadjustments, and (iii) pro forma consolidated and consolidating balance sheets of Holdings Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii)Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions Tender Offer and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such dateAgreements, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders, and (iv) a consolidated and consolidating plan and financial forecast for Company and its Subsidiaries for the five Fiscal Year period ending on December 31, 2000 (the "FINANCIAL Projections" for such Fiscal Years), including, without limitation, (a) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for each such Fiscal Year, and (b) forecasted consolidated and consolidating balance sheets and forecasted consolidated and consolidating statements of income and cash flows of Company and its Subsidiaries for each month of the 1996 Fiscal Year, together with an explanation of the assumptions on which such forecasts are based, such financial statements and Financial Projections to be substantially consistent with the financial statements and projections for the periods covered by the Financial Projections delivered to Administrative Agent before February 14, 1996; O. NO MATERIAL ADVERSE EFFECT. Since December 31, 1995 no material adverse effect upon the business, operations, properties, assets, condition (financial or otherwise) or prospects of Target and its Subsidiaries taken as a whole (in the sole opinion of Administrative Agent) shall have occurred.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders Agents shall have received from Company (i) audited consolidated financial statements of Holdings Company and its Subsidiaries for Fiscal Years 1995 and 1995, 1996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 19941997, consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity partners capital and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Holdings Company and its Subsidiaries for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of consolidated balance sheets and the related consolidated statements of income, stockholders' equity partner's capital, and cash flows for such periods (except for statements of cash flows for each such monthly period)periods, all in reasonable detail and certified by the principal financial officer or principal accounting officer of Holdings Company that they fairly present, in all material respects, the financial condition of Holdings Company and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, subject to changes resulting from audit and normal year-end adjustments and the absence of footnotes, and (iii) pro forma consolidated balance sheets of Holdings Company and its Subsidiaries as at the date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the Recapitalization Transactions and the MergerTransactions, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements as if such transactions had occurred on such date, which pro forma financial statements shall be in form and substance reasonably satisfactory to LendersAgents.