Section 6.01(b). Section 6.01(b) of the Term Loan Agreement is amended by deleting the period and adding a new clause at the end thereof after the word “footnotes” to read as follows: “and to adjustments or restatements arising out of or related to the Misappropriation Transaction; provided subject to the final proviso of this Section delivery of the unaudited balance sheet, statement of income and cash flows of the MLP and its Subsidiaries for the fiscal quarter ending September 30, 2008 may be delayed and not delivered to the Administrative Agent until the first to occur of (i) thirty (30) days after the date of delivery to the special committee of the Borrower’s governing board of a final report detailing the results of the internal investigation and forensic accounting investigation conducted by Xxxxxxx Xxxxx LLP and FTI Consulting into the Misappropriation Transaction which report may contain any recommended remedial measures the Borrower should undertake or advise that prior financial statements should be restated; provided, however, if restated financial statements are prepared as a result of the Misappropriation Transaction, then the Borrower shall deliver to the Administrative Agent its unaudited stand alone balance sheet, statement of income and cash flows of the Borrower for the fiscal quarter ending September 30, 2008 within ten (10) days after such restated financial statements are completed and (ii) June 30, 2009; provided further, notwithstanding the foregoing, as soon as available but in any event within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the MLP, the Borrower shall deliver to the Administrative Agent, in form and detail reasonably satisfactory to the Administrative Agent and all the Lenders, unaudited preliminary internally generated consolidated balance sheets, statements of income and cash flows of the MLP and its Subsidiaries as of such quarter end, which preliminary internally generated financial statements will be subject to adjustment or restatement as provided above in this Section 6.01(b).”
Section 6.01(b) of the Credit Agreement is amended by replacing “ten (10) days” in the last proviso with “thirty (30) days” and adding the following at the end thereof: “; provided further that with respect to the fiscal quarter ending March 31, 2009, Borrower shall not be required to deliver an unaudited stand alone balance sheet of the end of such fiscal quarter, and the related statements of income and cash flows for such fiscal quarter until June 30, 2009”.
Section 6.01(b) of Credit Agreement is hereby amended and restated in its entirety as follows: “as soon as available, but in any event within (i) 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Parent Guarantor a consolidated balance sheet of the Parent Guarantor and its consolidated Subsidiaries and (ii) 75 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower, a consolidated balance sheet of the Borrower and its consolidated Subsidiaries and Unrestricted Subsidiaries, in each case, as at the end of such fiscal quarter, and the related consolidated statements of income and cash flows for such fiscal quarter and for the portion of the Parent Guarantor and the Borrower’s fiscal year then ended, as applicable, setting forth in each case in comparative form the figures for the corresponding fiscal quarter of the previous applicable fiscal year and the corresponding portion of the previous applicable fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower and the Parent Guarantor, as applicable as fairly presenting the financial condition, results of operations and cash flows of the Borrower and its Subsidiaries and Unrestricted Subsidiaries in accordance with Cdn. GAAP (in the case of the balance sheet referred to in clause (i)) and U.S. GAAP (in the case of the balance sheet referred to in clause (ii)), subject only to normal year-end audit adjustments and the absence of footnotes.”
Section 6.01(b). The phrase: “within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (commencing with the fiscal quarter ended March 31, 2007).” shall be replaced with the phrase, “within 45 days after the end of each of the first three fiscal quarters of each fiscal year of the Borrower (except with respect to the fiscal quarter ended March 31, 2007, by May 31, 2007).”
Section 6.01(b) of the Credit Agreement is hereby deleted in its entirety and replaced as follows:
