Financial Statements; Reports; Certificates and Books and Records. Until Credit Facility Termination, the Borrower Consolidation and Guarantor shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and Guarantor's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the following: a. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter following the Closing Date, the balance sheet of the Borrower Consolidation as at the end of such Fiscal Quarter and an income statement, statement of operations and a statement of cash flows for the Fiscal Quarter under review and reflecting year-to-date performance of the Borrower Consolidation and, a comparison of the financial performance of the Borrower Consolidation to the prior Fiscal Year's operations. Such financial statements shall be certified by an Authorized Officer of the Borrower Consolidation as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation in accordance with GAAP, except as noted therein, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments; b. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, the balance sheet of the Borrower Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation and reasonably satisfactory to the Requisite Lenders (it being understood that any "Big 6" accounting firm shall be automatically deemed satisfactory to the Requisite
Appears in 1 contract
Financial Statements; Reports; Certificates and Books and Records. Until Credit Bank Facility Termination, the Borrower Consolidation and Guarantor MCRI shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and GuarantorBorrower's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the followingfollowing and shall comply with each of the following financial requirements:
a. As soon as practicable, and in any event within forty-five sixty (4560) days after the end of each Fiscal Quarter following (including the Closing Datefourth (4th) Fiscal Quarter in any Fiscal Year), the balance sheet sheet, income statement, operating statement and statement of cash flows of the Borrower Consolidation as at the end of such Fiscal Quarter and an income statement, statement of operations and a statement of cash flows for the Fiscal Quarter under review and reflecting year-to-date performance portion of the Borrower Consolidation andFiscal Year ended with such Fiscal Quarter, a comparison of the financial performance of the Borrower Consolidation to the prior Fiscal Year's operationsall in reasonable detail. Such financial statements shall be certified by an Authorized Officer of the Borrower Consolidation as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation in accordance with GAAP, except as noted therein, GAAP (other than footnote disclosures) as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
b. As soon as practicable, and in any event within sixty (60) days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal Year), the consolidated and consolidating balance sheet, income statement, operating statement and statement of cash flows of the MCRI Consolidation as at the end of such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by an Authorized Officer of MCRI as fairly presenting the financial condition, results of operations and cash flows of the MCRI Consolidation in accordance with GAAP (other than footnote disclosures) as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
c. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal Year), a pricing certificate in the form marked "Exhibit F", affixed hereto and by this reference incorporated herein and made a part hereof (the "Pricing Certificate") setting forth a preliminary calculation of the Leverage Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of the Borrower for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof; provided, however, that in the event that Borrower does not deliver a Pricing Certificate when due, then until (but only until) such Pricing Certificate is delivered as provided herein, the Leverage Ratio shall be deemed, for the purpose of determining the Applicable Margin, to be greater than 5.0 to 1.0 and the Applicable Margin determined with respect thereto.
d. As soon as practicable, and in any event within one hundred twenty (120100) days after the end of each Fiscal Year, (i) the balance sheet sheet, income statement, statement of cash flows (reconciled with year end audited statements) of the Borrower as at the end of such Fiscal year, all in reasonable detail, and (ii) the consolidated and consolidating balance sheet, income statement, statement of retained earnings and cash flows (reconciled with year end audited statements) of the MCRI Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Yearyear, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, GAAP and such balance sheet and statements shall be accompanied by a report of independent Grant Thorton or other xxxxxxxxxxx public accountants of recognized standing selected by the Borrower Consolidation and MCRI and reasonably satisfactory to the Requisite Lenders Agent Bank (it being understood that any "Big 6" accounting firm shall be automatically deemed satisfactory to the RequisiteAgent Bank), which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed the Financial Covenants as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.01 through 6.03, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by the Borrower and the Borrower Consolidation, as applicable, in the manner prescribed by this Credit Agreement. Such financial statements shall be certified by an Authorized Officers of the Borrower and MCRI in the same manner as required with respect to financial statements delivered pursuant to Sections 5.08(a) and (b);
e. As soon as practicable, and in any event no later than fifteen (15) days prior to the commencement of each Fiscal Year, projections by Fiscal Quarter for that Fiscal Year, including projected balance sheet, statement of operations and statement of cash flow of Borrower and projected consolidated and consolidating balance sheets and statements of operations and cash flows, of the Borrower Consolidation, all in reasonable detail;
f. As soon as practicable, and in any event no later than forty- five (45) days after the commencement of each Fiscal Year, a Capital Expenditure budget by Borrower for the Hotel/Casino Facility for that Fiscal Year, all in reasonable detail;
Appears in 1 contract
Samples: Construction and Reducing Revolving Credit Agreement (Monarch Casino & Resort Inc)
Financial Statements; Reports; Certificates and Books and Records. Until Credit Facility Termination, the Borrower Consolidation and Guarantor shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and Guarantor's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the following:
a. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter following the Closing Date, the balance sheet of the Borrower Consolidation as at the end of such Fiscal Quarter and an income statement, statement of operations and a statement of cash flows for the Fiscal Quarter under review and reflecting year-to-date performance of the Borrower Consolidation and, a comparison of the financial performance of the Borrower Consolidation to the prior Fiscal Year's operations. Such financial statements Statements shall be certified by an 57 Authorized Officer of the Borrower Consolidation as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation in accordance with GAAP, except as noted therein, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
b. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal Year), a pricing certificate in the form marked "Exhibit G", affixed hereto and by this reference incorporated herein and made a part hereof (the "Pricing Certificate") setting forth a preliminary calculation of the Leverage Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of the Borrower Consolidation for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof; provided, however, that in the event that Borrowers do not deliver a Pricing Certificate when due, then until (but only until) such Pricing Certificate is delivered as provided herein, the Leverage Ratio shall be deemed, for the purpose of determining the Applicable Margin, to be greater than 3.0 to 1.0 and the Applicable Margin determined with respect thereto;
c. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, the balance sheet of the Borrower Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation and reasonably satisfactory to the Requisite Lenders (it being understood that any "Big 6" accounting firm shall be automatically deemed satisfactory to the RequisiteRequisite Lenders), which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Banks. Concurrently with the submission of such annual audited financial statements, such independent certified public accountants shall additionally furnish to Agent Bank a Compliance Certificate, certifying that such independent certified public accountant has no actual knowledge of any Default or Event of Default;
d. As soon as practicable, and in any event within forty-five (45) days after the commencement of each Fiscal Year, a budget for the Borrowers, 58 including for such Fiscal Year, projected statement of operations and projected statement of cash flow, all in reasonable detail;
Appears in 1 contract
Samples: Credit Agreement (Century Casinos)
Financial Statements; Reports; Certificates and Books and Records. Until Credit Facility Termination, the Borrower shall and shall cause the Xxxxxx Consolidation and Guarantor shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and GuarantorBorrower's sole expense, expense to deliver to the Agent Bank and each of the Lenders Lender a full and complete copy of each of the followingfollowing and shall comply with each of the following financial requirements:
a. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter following (ninety (90) days with respect to the Closing Datefourth (4th) Fiscal Quarter in any Fiscal Year), the combined balance sheet of the Borrower Consolidation as at the end of such Fiscal Quarter and an sheet, income statement, statement of operations and a cash flows, statement of cash flows retained earnings and operating statement for the Fiscal Quarter under review and reflecting year-to-date performance of the Borrower Xxxxxx Consolidation and, and a comparison of the financial performance of the Borrower Xxxxxx Consolidation to the prior Fiscal Year's operationsoperations and projected results from operations (in each case compared to budget and prior year period) of the Xxxxxx Consolidation all in reasonable detail. Such financial statements shall be certified by an Authorized Officer of the Borrower Consolidation as fairly presenting the financial condition, results of operations and cash flows of the Borrower Xxxxxx Consolidation in accordance with GAAP, except as noted therein, GAAP (other than footnote disclosures) as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
b. As soon as practicable, and in any event within one hundred twenty ninety (12090) days after the end of each Fiscal Year, the combined balance sheet sheet, income statement, statement of retained earnings and cash flows (reconciled with year end audited statements) of the Borrower Xxxxxx Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, GAAP and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation and reasonably satisfactory to the Requisite Lenders Lender (it being understood that any "Big 65" accounting firm shall be automatically deemed satisfactory to the RequisiteLender), which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Lender in its good faith business judgment to be adverse to the interests of the Lender. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed the Financial Covenants as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.01 through 6.04, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by the Xxxxxx Consolidation in the manner prescribed by this Credit Agreement. Such financial statements shall be certified by an Authorized Officer of the Borrower in the same manner as required with respect to financial statements delivered pursuant to Section 5.08(a);
Appears in 1 contract
Samples: Credit Agreement (Herbst Gaming Inc)
Financial Statements; Reports; Certificates and Books and Records. Until Credit Bank Facility Termination, the Borrower Consolidation and Guarantor Borrowers shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and Guarantor's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the followingfollowing and shall comply with each of the following financial requirements:
a. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter following (including the Closing Datefourth (4th) Fiscal Quarter in any Fiscal Year), the consolidated and consolidating balance sheet sheet, income statement, operating statement setting forth average daily room rate, hotel occupancy rate, win per slot and win per table game, patron admission counts at the Casino Facilities to the extent available and statement of retained earnings and cash flows (in each case reconciled with year end audited statements and compared to budget and prior year period) of the Borrower Consolidation as at the end of such Fiscal Quarter and an income statement, statement of operations and a statement of cash flows for the Fiscal Quarter under review and reflecting year-to-date performance portion of the Borrower Consolidation andFiscal Year ended with such Fiscal Quarter, a comparison of the financial performance of the Borrower Consolidation to the prior Fiscal Year's operationsall in reasonable detail. Such financial statements shall be certified by an Authorized Officer of the Borrower Consolidation as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation in accordance with GAAP, except as noted therein, GAAP (other than footnote disclosures) as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
b. As soon as practicable, and in any event within one hundred twenty forty-five (12045) days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal Year), a pricing certificate in the form marked "Exhibit G", affixed hereto and by this reference incorporated herein and made a part hereof (the "Pricing Certificate") setting forth a preliminary calculation of the Leverage Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of the Borrower Consolidation for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof; provided, however, that in the event that Borrowers do not deliver a Pricing Certificate when due, then until (but only until) such Pricing Certificate is delivered as provided herein, the Leverage Ratio shall be deemed, for the purpose of determining the Applicable Margin, to be greater than 4.0 to 1.0 and the Applicable Margin determined with respect thereto.
c. As soon as practicable, and in any event within ninety (90) days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheet sheet, income statement, statement of retained earnings and cash flows (reconciled with year end audited statements) of the Borrower Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Yearyear, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, GAAP and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation ACI and reasonably satisfactory to the Requisite Lenders Agent Bank (it being understood that any "Big 6" accounting firm shall be automatically deemed satisfactory to the RequisiteAgent Bank), which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Banks. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed the Financial Covenants as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.01 through 6.07, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by the Borrower Consolidation in the manner prescribed by this Credit Agreement. Such financial statements shall be certified by an Authorized Officer of the Borrower Consolidation in the same manner as required with respect to financial statements delivered pursuant to Section 5.08(a);
d. As soon as practicable, and in any event no later than fifteen (15) days prior to the commencement of each Fiscal Year, a budget (including a Capital Expenditure budget) and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the next four (4) succeeding Fiscal Years, including for the first such Fiscal Year, projected consolidated and consolidating balance sheets, statements of operations and statements of cash flow and, for the second (2nd) and third (3rd) such Fiscal Years, projected consolidated and consolidating condensed balance sheets and statements of operations and cash flows, of the Borrower Consolidation, all in reasonable detail;
Appears in 1 contract
Financial Statements; Reports; Certificates and Books and Records. Until Credit Facility Termination, the Borrower Consolidation and Guarantor Borrowers, as indicated below shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and Guarantor's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the following:
a. As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter following the Closing Date, the balance sheet of the Borrower Consolidation GHV as at the end of such Fiscal Quarter and an income statement, statement of operations and a statement of cash flows for the Fiscal Quarter under review and reflecting year-to-date performance of the Borrower Consolidation GHV and, a comparison of the financial performance of the Borrower Consolidation GHV to the prior Fiscal Year's operations. Such financial statements shall be certified by an Authorized Officer Representative of the Borrower Consolidation GHV as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation GHV in accordance with GAAP, except as noted therein, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;date
b. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, the balance sheet of the Borrower Consolidation GHV as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Year, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation GHV and reasonably satisfactory to the Requisite Lenders (it being understood that any "Big 6" accounting firm shall be automatically deemed satisfactory to the RequisiteRequisite Lenders), which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Banks. Concurrently with the submission of such annual audited financial statements, such independent certified public accountants shall additionally furnish to Agent Bank a Compliance Certificate, certifying that such independent certified public accountant has no actual knowledge of any Default or Event of Default.
c. On or before forty-five (45) days after the end of each Fiscal Quarter following the Closing Date, and continuing until Credit Facility Termination, GHV shall, at GHV's sole expense, deliver to the Agent Bank for distribution by it to the Banks, a Compliance Certificate in each instance duly and accurately prepared and signed by an Authorized Representative;
d. As soon as practicable, and in any event within forty-five (45) days after the commencement of each Fiscal Year, a budget for each of the Borrowers, including for such Fiscal Year, projected statement of operations and projected statement of cash flow, all in reasonable detail;
e. Until Bank Facility Termination, each of the Borrowers shall keep and maintain complete and accurate books and records. Borrowers shall permit Banks and any authorized representatives of Banks to have reasonable access to and to inspect, examine and make copies of the books and records, any and all accounts, data and other documents of
f. Promptly after the same are available, copies of each annual report, quarterly report, proxy or financial statement or other report or communication sent to the stockholders of BHGD, and copies of all annual, regular, periodic and special reports and registration statements which BHGD may file or be required to file with the Securities and Exchange Commission under Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and not otherwise required to be delivered to the Banks pursuant to other provisions of this Section 5.08;
g. Until Credit Facility Termination, Borrowers shall furnish to Agent Bank, with sufficient copies for distribution to each of the Banks any financial information or other information bearing on the financial status of the Borrowers which is reasonably requested by Agent Bank or Requisite Lenders.
Appears in 1 contract
Samples: Credit Agreement (Black Hawk Gaming & Development Co Inc)
Financial Statements; Reports; Certificates and Books and Records. Until Credit Facility Commencing as of the Opening Date and continuing until Bank Facilities Termination, the Borrower Consolidation and Guarantor shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and GuarantorBorrower's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the followingfollowing and shall comply with each of the following financial requirements:
a. As soon as practicable, and in any event within thirty (30) days after the end of the first two (2) calendar months during each Fiscal Quarter and within forty-five (45) days after the end of each Fiscal Quarter following (including the Closing Datelast Fiscal Quarter in any Fiscal Year), the balance sheet of the Borrower Consolidation as at the end of such Fiscal Quarter and an sheet, income statement, statement of operations and a cash flows, statement of cash flows retained earnings and operating statement for the calendar month or Fiscal Quarter under review and reflecting year-to-date performance of the Borrower Consolidation and, and a comparison of the financial performance of the Borrower Consolidation to the prior Fiscal Year's operationsoperations and projected results from operations at the Casino Facility (in each case reconciled with year end audited statements and compared to budget and prior year period) of the Borrower all in reasonable detail. Such financial statements shall be certified by an Authorized Officer of the Borrower Consolidation as fairly presenting in all material respects the financial condition, results of operations and cash flows of the Borrower Consolidation in accordance with GAAP, except as noted therein, GAAP (other than footnote disclosures) as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
b. As soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, the balance sheet sheet, income statement, statement of retained earnings and cash flows (reconciled with year end audited statements) of the Borrower Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Yearyear, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, GAAP and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation Xxxxxxxx and reasonably satisfactory to the Requisite Lenders Agent Bank (it being understood that any "Big 64" accounting firm shall be automatically deemed satisfactory to the RequisiteAgent Bank), which report shall be prepared in accordance with generally accepted auditing standards as of such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be adverse to the interests of the Banks. Such financial statements shall be certified by an Authorized Officer of the Borrower in the same manner as required with respect to financial statements delivered pursuant to Section 5.08(a);
c. As soon as practicable and in any event within forty-five (45) days after the end of each Fiscal Quarter, a Compliance Certificate signed by an Authorized Officer;
d. As soon as practicable, and in any event no later than sixty (60) days following the end of each Fiscal Year, a five (5) year budget (including a Capital Expenditure budget) and projection by Fiscal Quarter for that Fiscal Year and by Fiscal Year for the lesser of the next four (4) succeeding Fiscal Years or until the Maturity Date, including for the first such Fiscal Year, projected balance sheets, statements of operations and statements of cash flow and, for the second (2nd) and third (3rd) such Fiscal Years, projected condensed balance sheets and statements of operations and cash flows, of the Borrower and also including a summary of assumptions used in determining the budget (i.e. revenue growth rate, EBITDA, EBITDA margin, EBITDAM, EBITDAM margin, maintenance capital expenditures, project capital expenditures made and distributions), all in reasonable detail;
Appears in 1 contract
Financial Statements; Reports; Certificates and Books and Records. a. Until Credit Bank Facility Termination, the Borrower Consolidation and Guarantor Borrowers shall, unless the Agent Bank (with the written approval of the Requisite Lenders) otherwise consents, at Borrowers' Consolidation and Guarantor's sole expense, deliver to the Agent Bank and each of the Lenders a full and complete copy of each of the followingfollowing and shall comply with each of the following financial requirements:
a. (i) As soon as practicable, and in any event within fortythirty-five (4535) days after the end of each Fiscal Quarter following calendar month, a monthly income statement for each of the Closing DateHotel/Casino Facilities, together with the consolidated balance sheet of the Borrower Consolidation as at the end of such Fiscal Quarter calendar month and an a consolidated income statement, statement of operations and a statement of cash flows for the Fiscal Quarter calendar month under review and reflecting year-to-date performance of the Borrower Consolidation and, and a comparison of the financial performance of the Borrower Consolidation to the prior Fiscal Yearyear's operations. Such consolidated financial statements shall be certified by an Authorized Officer Representative of the Borrower Consolidation Borrowers as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation Borrowers in accordance with GAAP, consistently applied, except as noted therein, as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
b. (ii) As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal Year), the consolidated and consolidating balance sheet and consolidated and consolidating income statement, operating statement and statement of retained earnings and cash flows (in each case reconciled with year end audited statements and compared to budget and prior year period) of the Borrower Consolidation as at the end of such Fiscal Quarter and for the portion of the Fiscal Year ended with such Fiscal Quarter, all in reasonable detail. Such financial statements shall be certified by an Authorized Representative of the Borrower Consolidation as fairly presenting the financial condition, results of operations and cash flows of the Borrower Consolidation in accordance with GAAP (other than footnote disclosures) as at such date and for such periods, subject only to normal year-end accruals and audit adjustments;
(iii) As soon as practicable, and in any event within forty-five (45) days after the end of each Fiscal Quarter (including the fourth (4th) Fiscal Quarter in any Fiscal Year), a pricing certificate in the form marked "Exhibit G", affixed hereto and by this reference incorporated herein and made a part hereof (the "Pricing Certificate") setting forth a preliminary calculation of the Leverage Ratio as of the last day of such Fiscal Quarter, and providing reasonable detail as to the calculation thereof, which calculations shall be based on the preliminary unaudited financial statements of the Borrower Consolidation for such Fiscal Quarter, and as soon as practicable thereafter, in the event of any material variance in the actual calculation of the Leverage Ratio from such preliminary calculation, a revised Pricing Certificate setting forth the actual calculation thereof; provided, however, that in the event that Borrowers do not deliver a Pricing Certificate when due, then until (but only until) such Pricing Certificate is delivered as provided herein, the Leverage Ratio shall be deemed, for the purpose of determining the Applicable Margin, to be equal to 3.00 to 1.0 and the Applicable Margin determined with respect thereto.
(iv) As soon as practicable, and in any event within one hundred twenty (120) days after the end of each Fiscal Year, (i) the consolidated and consolidating balance sheet sheet, income statement, statement of retained earnings and cash flows (reconciled with year end audited statements) of the Borrower Consolidation as at the end of such Fiscal year and an income statement, statement of operations and statement of cash flows for such Fiscal Yearyear, all in reasonable detail. Such financial statements shall be prepared in accordance with GAAP, except as noted therein, GAAP and such balance sheet and statements shall be accompanied by a report of independent public accountants of recognized standing selected by the Borrower Consolidation Borrowers and reasonably satisfactory to the Requisite Lenders Agent Bank (it being understood that any "Big 6" accounting firm shall be automatically deemed satisfactory to the RequisiteAgent Bank), which report shall be prepared in accordance with generally accepted auditing standards as at such date, and shall not be subject to any qualifications or exceptions as to the scope of the audit nor to any other qualification or exception determined by the Requisite Lenders in their good faith business judgment to be materially adverse to the interests of the Banks. Such accountants' report shall be accompanied by a certificate stating that, in making the examination pursuant to generally accepted auditing standards necessary for the certification of such financial statements and such report, such accountants have obtained no knowledge of any Default or, if, in the opinion of such accountants, any such Default shall exist, stating the nature and status of such Default, and stating that such accountants have reviewed the Financial Covenants as at the end of such Fiscal Year (which shall accompany such certificate) under Sections 6.01 through 6.09, have read such Sections (including the definitions of all defined terms used therein) and that nothing has come to the attention of such accountants in the course of such examination that would cause them to believe that the same were not calculated by the Borrower Consolidation in the manner prescribed by this
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Samples: Credit Agreement (Black Hawk Gaming & Development Co Inc)
