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 (i) audited financial statements of Borrower and its Subsidiaries for Fiscal Years 1998, 1999 and 2000, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Borrower and its Subsidiaries as at February 28, 2001, consisting of a balance sheet and the related consolidated and consolidating statements of income and cash flows for the two-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Borrower that they fairly present the financial condition of 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, 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, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance 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 Borrower Holdings and its Subsidiaries for Fiscal Years 1998, 1999 1995 and 20001996 and unaudited consolidated financial statements of Holding and its Subsidiaries for Fiscal Year 1994, consisting of consolidated 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 Borrower Holdings and its Subsidiaries as at February 28, 2001for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of a consolidated balance sheet sheets and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on such dateperiods (except for statements of cash flows for each such monthly period), all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Borrower Holdings that they fairly present present, in all material respects, the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 adjustments and the related consolidated statements absence of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then endedfootnotes, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (viiii) pro forma consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the Closing Datedate of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the AcquisitionRecapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsAgreements as if such transactions had occurred on such date, which pro forma financial statements shall be in form and substance satisfactory to Lenders, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast 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 financial statements of Borrower Company and its Subsidiaries for Fiscal Years 1998ended July 2, 1999 and 2000July 3, 1998, consisting of consolidated balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for each such Fiscal YearsYear, (ii) unaudited financial statements of Borrower Company and its Subsidiaries as at February 28March 31, 20012000, consisting of a consolidated balance sheet sheets and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the twonine-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Borrower Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited financial statements of Company and its Subsidiaries as at June 30, 2000, consisting of consolidated balance sheet of BJI as at December 31, 2000 sheets and the related consolidated statements of income, stockholders' stockholder's equity and cash flows of BJI for the Fiscal Year then endedtwelve-month period ending on such date, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated which financial statements of income, stockholders' equity and cash flows of BJI shall demonstrate that Company's Consolidated EBITDA for the Fiscal Years twelve-month period then endedending shall not be less than $49,000,000 (provided 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 (v) certified by the unaudited consolidated balance sheet chief financial officer of BJI as at February 28, 2001 and Company that they fairly present the related unaudited consolidated statements financial condition of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower 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 Company and its Subsidiaries as at June 30, 2000 giving effect to the transactions consummated on the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, 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 Agreementsrelated 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 satisfactory to Lenders, Agent and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received (i) audited financial statements of Borrower Company and its Subsidiaries for the Fiscal Years ended October 31, 1998, 1999 November 1, 1997 and 2000November 2, 1996, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Borrower Company and its Subsidiaries as at February 28for the Fiscal Quarters ending on or about January 31 and, 2001if available, April 30, 1999, consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the twothree- and six-month period periods ending on such datedates, all in reasonable detail and certified by the chief financial officer of Borrower Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries and of Shelby and its Subsidiaries as at the Closing Merger Date, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionTender Offer, 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 Agents and Lenders, and (viiiv) a consolidated plan projected financial statements (including balance sheets and financial forecast for Borrower related statements of operations, stockholders' equity and cash flows) of, Company and its Subsidiaries for through and including the last day of Company's Fiscal Year ending ended on December or about October 31, 20012005, which consolidated plan and projected financial forecast 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 Borrower Company and its Subsidiaries for Fiscal Years 19981995, 1999 1996 and 20001997, consisting of consolidated balance sheets and the related consolidated and consolidating statements of income, stockholders' equity partners capital and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Borrower Company and its Subsidiaries as at February 28, 2001for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of a consolidated balance sheet sheets and the related consolidated and consolidating statements of income income, partner's capital, and cash flows for the two-month period ending on such dateperiods, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Borrower Company that they fairly present present, in all material respects, the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 adjustments and the related consolidated statements absence of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then endedfootnotes, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (viiii) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing Datedate of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the AcquisitionRecapitalization Transactions, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsAgreements as if such transactions had occurred on such date, which pro forma financial statements shall be in form and substance satisfactory to Lenders, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance reasonably 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 financial statements of Borrower Vendor and its Subsidiaries for Fiscal Years 1998the periods ending March 31, 1999 1997 and 2000Xxxxx 00, 0000 (xx being understood and agreed that the foregoing audited financial statements for the 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 financial statements of Borrower Vendor and its Subsidiaries as at February 28for the period from April 1, 20011998 through the monthly period most recently ended (for which such statements are available), consisting of a consolidated balance sheet (prepared on a divisional basis) and the related consolidated and consolidating statements statement of income and cash flows for the two-month period ending on each such date, all in reasonable detail and certified the accuracy and preparation of which have been represented to by Vendor under the chief financial officer of Borrower Cinnabon Acquisition Agreement that they fairly present present, in all material respects, the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) 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 sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then endedperiod ending on each such date, (iv) all in reasonable detail and certified by the audited consolidated balance sheet chief financial officer of BJI as at September 30the Company that they fairly present, 2000in all material respects, September 30, 1999 and September 30, 1998 and the related consolidated statements financial condition of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing Datedates 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, (v) pro forma combined balance sheets of Company and its Subsidiaries as at June 14, 1998, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionMerger, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsDocuments, which pro forma financial statements shall be in form and substance satisfactory to Lenders, and (viivi) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance satisfactory to LendersProjections.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Effective Date, Lenders shall have received from Company (i) audited financial statements of Borrower Company and its Subsidiaries for the Fiscal Years Year ended September 24, 1998, 1999 and 2000, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Yearsperiod, (ii) audited financial statements of Target Company and its Subsidiaries for the Fiscal Years ended March 27, 1996, April 2, 1997 and April 1, 1998, in each case consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such period, which financial statements have already been received, and (iii) unaudited financial statements of Borrower Company and its Target Company and their respective Subsidiaries as for the fiscal periods most recently ended at February 28least 30 days prior to the Effective Date, 2001, in each case consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period and eight-month periods respectively ending on such date, all in reasonable detail and certified by the chief financial officer of Borrower Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing Effective Date, prepared in accordance with GAAP and reflecting the consummation of the Target Company Acquisition, the related financings redemption of the Senior Notes and the other transactions contemplated by the Loan Documents and the Related Agreements, 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 satisfactory to Lenders, and (viiv) a projected consolidated plan and consolidating financial forecast for Borrower statements of Company and its Subsidiaries for the Fiscal Year ending on December 31five-year period after the Effective Date consisting of consolidated and consolidating balance sheets and the related consolidated and consolidating statements of income, 2001shareholders' equity and cash flows, which consolidated plan and projected financial forecast 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 Date, Lenders Agents shall have received from Company (i) audited consolidated financial statements of Borrower Company and its Subsidiaries for Fiscal Years 19981995, 1999 1996 and 20001997, consisting of consolidated balance sheets and the related consolidated and consolidating statements of income, stockholders' equity partners capital and cash flows for such Fiscal Years, (ii) unaudited consolidated financial statements of Borrower Company and its Subsidiaries as at February 28, 2001for each fiscal month and Fiscal Quarter ended subsequent to the date of the most recent financial statements delivered pursuant to clause (i), consisting of a consolidated balance sheet sheets and the related consolidated and consolidating statements of income income, partner's capital, and cash flows for the two-month period ending on such dateperiods, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Borrower Company that they fairly present present, in all material respects, the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 adjustments and the related consolidated statements absence of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then endedfootnotes, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (viiii) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing Datedate of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the AcquisitionRecapitalization Transactions, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsAgreements as if such transactions had occurred on such date, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lenders, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance satisfactory to LendersAgents.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received (i) audited financial statements of Borrower Company and its Subsidiaries for the Fiscal Years 1998ended October 31, 1999 1999, 1998 and 20001997, and of Scientific Games and its Subsidiaries for the Fiscal Years ended December 31, 1999, 1998 and 1997, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Borrower 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 as at February 28of March 31, 20012000 and June 30, 2000, consisting of a balance sheet and the related consolidated and consolidating statements of income and cash flows for the twothree- and six-month period periods ending on such datedates, all in reasonable detail and certified by the chief financial officer of Borrower Company and Scientific Games, as the case may be, that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries and of Scientific Games and its Subsidiaries as at the Closing DateJuly 31, 2000, prepared in accordance with GAAP and reflecting the estimated effects of the consummation of the AcquisitionMerger, 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 Agents and Lenders, and (viiiv) a consolidated plan projected financial statements (including balance sheets and financial forecast for Borrower related statements of operations and cash flows) of Company and its Subsidiaries for through and including the last day of Company's Fiscal Year ending ended on or about December 31, 20012008, which consolidated plan and projected financial forecast statements shall be in form and substance satisfactory to LendersAgents and Lenders (the "Financial Plan").

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited financial statements of Borrower Company and its Subsidiaries for Fiscal Years 1998, 1999 1994 and 20001995, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Borrower Company and its Subsidiaries as at February 28March 30, 20011996, consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the twothree-month period ending on such date, all in reasonable detail and certified by the chief financial officer of Borrower Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, and (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing DateMarch 30, 1996, prepared in accordance with GAAP and reflecting giving effect to the consummation of the AcquisitionTransactions, 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, and Lenders shall have received from Company (viii) a consolidated plan and audited financial forecast for Borrower statements of Smitty's and its Subsidiaries for Fiscal Years 1994 and 1995, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such Fiscal Year Years, and (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 the nine-month period ending on December 31such date, 2001all in reasonable detail and certified by the chief financial officer of Smitty's prior to the Merger that they fairly present the financial condition of Smitty's and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated, which consolidated plan subject to changes resulting from audit and normal year-end adjustments. Agent and Lenders shall have had an opportunity to discuss such unaudited financial forecast shall be in form and substance satisfactory to Lendersstatements with 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 Borrower (i) audited and restated financial statements of Borrower Holdings and its Subsidiaries for Fiscal Years 1998, 1999 and 2000Year 1995, consisting of a balance sheets EXECUTION sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal YearsYear, (ii) unaudited financial statements of Borrower Holdings and its Subsidiaries as at February 28for the Fiscal Quarter ended March 31, 20011996 and for the monthly periods ended April 30, 1996 and May 31, 1996 consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on such dateperiods, all in reasonable detail and certified by the chief financial officer of Borrower Holdings that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, and (iii) the unaudited a pro forma consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at for the date 55 days prior to the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionAcquisition and Reorganization, 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, consistent with the pro forma financial statements contained in the Confidential Information Memorandum and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance otherwise satisfactory to Lenders.

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 Holdings or the Borrower (i) audited consolidated balance sheets of Holdings and its Subsidiaries for Fiscal Year 2002 and the related audited consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for such foregoing Fiscal Year, (ii) unaudited consolidated financial statements of Borrower and its Subsidiaries for Fiscal Years 1998, 1999 and 2000the most recent Accounting Period ended at least 30 days prior to the Restatement Effective Date, consisting of a consolidated balance sheets sheet and the related consolidated and consolidating statements statement of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Borrower and its Subsidiaries as at February 28, 2001, consisting of a balance sheet and the related consolidated and consolidating statements of income and cash flows for the two-month period ending on such dateperiod, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Borrower that they fairly present present, in all material respects, the financial condition of 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 the absence of footnotes and changes resulting from audit and normal year-end adjustmentsadjustments and the absence of footnotes, and (iii) an unaudited pro forma (calculated as if the unaudited Transaction had occurred on such date) consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at of March 23, 2003 and the Closing Daterelated 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 GAAP 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 reflecting funds flow statement shall be reasonably satisfactory to the consummation 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 basis as of the AcquisitionRestatement Effective Date (after giving effect to the Transaction), (iii) the related financings and the other transactions contemplated by the Loan Documents and the Related Agreements, which Borrower shall have demonstrated compliance with a Leverage Ratio of 5.40:1.0 or less determined on a pro forma financial statements basis as of the Restatement Effective Date (after giving effect to the Transaction) and (iv) the Borrower shall be in form and substance satisfactory to Lenders, and (vii) a consolidated plan and compliance with each of the financial forecast for Borrower and its Subsidiaries for covenants in Sections 7.6 calculated as of the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance satisfactory to LendersRestatement Effective Date.

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 financial statements of Borrower the Company and its Subsidiaries for Fiscal Years 1998the twelve (12) months ended December 31, 1999 and 2000, consisting of a balance sheets sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Yearsperiod, (ii) the unaudited financial statements of Borrower the Company and its Subsidiaries as at February 28for the 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), 2001, in each case consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on such dateperiods, all in reasonable reasonably detail and certified by the chief financial officer of Borrower the Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower the Company and its Subsidiaries as at the Closing DateJanuary 31, 2001, prepared in accordance with GAAP and reasonably reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreementshereby, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lendersthe Agents, and (viiiv) a projected consolidated plan and financial forecast for Borrower statements of the Company and its Subsidiaries for the Fiscal Year ending on December 31three-year period after the Effective Date consisting of a balance sheet and consolidated statements of income, 2001shareholders' equity and cash flows, which consolidated plan and projected financial forecast statements shall be in form and substance reasonably satisfactory to Lenders.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 financial statements of Borrower Company and its Subsidiaries for Fiscal Years 19982000, 1999 2001 and 20002002, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Years, together with the unqualified report thereon of Deloitte & Touche LLP, (ii) unaudited financial statements of Borrower Company and its Subsidiaries as at February 28the end of each fiscal quarter, 2001if any, ended more than 45 days prior to the Closing Date and after the most recent Fiscal Year referred to above, consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on such dateperiods, all in reasonable detail and certified by the chief financial officer of Borrower Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited a pro forma consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing Datemost recent month end, prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsDocuments, which pro forma financial statements balance sheet shall be in form and substance reasonably satisfactory to LendersAdministrative Agent, and (viiiv) a consolidated plan and financial forecast for Borrower 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 the Fiscal Year ending 2003 and on December 31an annual basis for each Fiscal Year thereafter during such period, 2001, together with an explanation of the assumptions on which consolidated plan and financial forecast shall be in form and substance satisfactory to Lenderssuch forecasts are based.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Company (i) audited financial statements of Borrower Target and its Subsidiaries for Fiscal Years 19981993, 1999 1994 and 20001995, 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 financial statements of Borrower Target and its Subsidiaries as at February 28, 2001for (a) each 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 recently ended Fiscal Quarter, consisting of a consolidated and consolidating balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on each such date, all in reasonable detail and certified by the chief financial officer of Borrower Target that they fairly present present, in all material respects, the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing Date, prepared in accordance with GAAP and reflecting the consummation of the AcquisitionTender Offer and the Merger, 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, and (viiiv) a consolidated and consolidating plan and financial forecast for Borrower Company and its Subsidiaries for the five Fiscal Year period ending on December 31, 20012000 (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 consolidated plan such forecasts are based, such financial statements and Financial Projections to be substantially consistent with the financial forecast 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 be in form and substance satisfactory to Lendershave occurred.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Borrower (i) audited financial statements of Borrower and its Subsidiaries for Fiscal Years 1998ended October 31 of 2000, 1999 and 20001998, 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 financial statements of Borrower and its Subsidiaries as at February 28January 31 and April 30, 2001, consisting of a consolidated and consolidating balance sheet sheets and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the twothree and six-month period periods ending on such datedates (which may be in the form of Borrower's Quarterly Reports on Form 10-Q), all in reasonable detail and certified by the chief financial officer of Borrower that they fairly present the financial condition of 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at fiscal month-end nearest to the Closing Date, prepared in accordance with GAAP and reflecting the consummation of (A) the Acquisition, reorganization contemplated in the related Approved Plan of Reorganization and (B) the 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 Agreementsrelated consolidated and consolidating statements of income, which pro forma operations, stockholders' equity and cash flows for the four-and-one-half-year period after the Closing Date as delivered to Agent prior to the Closing Date, 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 satisfactory to Lenders, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance satisfactory to LendersAgent.

Financial Statements; Pro Forma Balance Sheet. On or before the Closing Date, Lenders shall have received from Borrower (i) audited financial statements state- ments of Borrower Rose Hills and its Subsidiaries Subsidiaries, the Association and its Subsidiary and the Satellite Properties, in each case for Fiscal Years 1998, 1999 and 2000Year 1995, consisting of a balance sheets sheet and the related consolidated and consolidating 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 financial statements of Borrower Rose Hills and its Subsidiaries as at February 28Subsidiaries, 2001the 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 of the 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 (x)) consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on such dateperiods, all in reasonable detail and certified by the chief executive officer or chief financial officer of Borrower Holdings that they fairly present in all material respects the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, and (iii) the unaudited a pro forma consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at of June 30, 1996 and a pro forma income statement of Holdings and its Subsidiaries for the Closing Datetwelve month period ended December 31, 1995 and the six month period ended June 30, 1996, in each case prepared in accordance with GAAP and reflecting the consummation of the Acquisition, the Merger and the Contribution, 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, consistent with the pro forma financial statements contained in the Confidential Information Memorandum and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance otherwise satisfactory to Lenders.

Financial Statements; Pro Forma Balance Sheet. On or before the --------------------------------------------- Closing Date, Lenders shall have received from Holdings (i) audited financial statements consolidated balance sheets of Borrower Holdings and its Subsidiaries for Fiscal Years 19981996 and 1997, 1999 the unaudited consolidated balance sheet of Holdings and 2000its Subsidiaries for the Fiscal Year 1995 and the related audited consolidated statements of income, stockholders' equity and cash flows of Holdings and its Subsidiaries for each such foregoing Fiscal Year, (ii) unaudited consolidated financial statements of Holdings and its Subsidiaries for 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 and consolidating statements statement of income, stockholders' equity and cash flows for such Fiscal Years, (ii) unaudited financial statements of Borrower and its Subsidiaries as at February 28, 2001, consisting of a balance sheet and the related consolidated and consolidating statements of income and cash flows for the two-month period ending on such dateperiod, all in reasonable detail and certified by the chief principal financial officer or principal accounting officer of Borrower Holdings that they fairly present present, in all material respects, the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 adjustments and the related consolidated statements absence of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then endedfootnotes, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (viiii) pro forma consolidated and consolidating balance sheets of Borrower Holdings and its Subsidiaries as at the Closing Date--- ----- date of the most recent consolidated balance sheet delivered pursuant to clause (ii), prepared in accordance with GAAP and reflecting the consummation of the AcquisitionRecapitalization Transactions and the Merger, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsAgreements as if such transactions had occurred on such date, which pro forma financial --- ----- statements shall be in form and substance satisfactory to Lenders, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance reasonably satisfactory to 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 financial statements of Borrower the Company and its Subsidiaries for Fiscal Years 1998the twelve (12) months ended December 31, 1999 and 2000, 1997 consisting of a balance sheets sheet and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Yearsperiod, (ii) the unaudited financial statements of Borrower the Company and its Subsidiaries as at February 28for the 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), 2001, in each case consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the two-month period ending on such dateperiods, all in reasonable reasonably detail and certified by the chief financial officer of Borrower the Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited pro forma consolidated balance sheet sheets of BJI as at December 31, 2000 the Company and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI its Subsidiaries as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower and its Subsidiaries as at the Closing Date1998, prepared in accordance with GAAP and reasonably reflecting the consummation of the Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Related Agreementshereby, which pro forma financial statements shall be in form and substance reasonably satisfactory to Lendersthe Agents, and (viiiv) a projected consolidated plan and financial forecast for Borrower statements of the Company and its Subsidiaries for the Fiscal Year ending on December 31three-year period after the Effective Date consisting of a balance sheet and consolidated statements of income, 2001shareholders' equity and cash flows, which consolidated plan and projected financial forecast statements shall be in form and substance reasonably satisfactory to Lenders.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 DateFunding Date for the NSA Acquisition Loans, Lenders shall have received from Company (i) audited financial statements of Borrower NSA and its Subsidiaries for Fiscal Years 1998its fiscal year ending December 31, 1999 and 20001995, consisting of balance sheets and the related consolidated and consolidating statements of income, stockholders' equity and cash flows for such Fiscal Yearsfiscal year, (ii) audited financial statements of NSA and its Subsidiaries for its fiscal year ending December 31, 1996, consisting of balance sheets and the related consolidated statements of income, stockholders' equity and cash flows for such fiscal year, and (iii) unaudited financial statements of Borrower NSA and its Subsidiaries as at February 28for the seven- month period ending July 31, 20011997, consisting of a balance sheet and the related consolidated and consolidating statements of income income, stockholders' equity and cash flows for the twosuch seven-month period ending on such dateperiod, all in reasonable detail and prepared in accordance with GAAP and certified by the chief financial officer of Borrower Company that they fairly present the financial condition of Borrower 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 the absence of footnotes and changes resulting from audit and normal year-end adjustments, (iii) the unaudited consolidated balance sheet of BJI as at December 31, 2000 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Year then ended, (iv) the audited consolidated balance sheet of BJI as at September 30, 2000, September 30, 1999 and September 30, 1998 and the related consolidated statements of income, stockholders' equity and cash flows of BJI for the Fiscal Years then ended, and (v) the unaudited consolidated balance sheet of BJI as at February 28, 2001 and the related unaudited consolidated statements of income and cash flows of BJI for the two months then ended, (vi) pro forma consolidated and consolidating balance sheets of Borrower Company and its Subsidiaries as at the Closing DateJuly 31, 1997 prepared in accordance with GAAP and reflecting the consummation of the NSA Acquisition, the related financings and the other transactions contemplated by the Loan Documents and the Related AgreementsNSA Acquisition Agreement, which pro forma financial statements balance sheets shall be in form and substance satisfactory to Lenders, and (vii) a consolidated plan and financial forecast for Borrower and its Subsidiaries for the Fiscal Year ending on December 31, 2001, which consolidated plan and financial forecast shall be in form and substance satisfactory to Requisite Lenders.