CKXE » Topics » FORM OF SOLVENCY CERTIFICATE

This excerpt taken from the CKXE 10-Q filed Aug 8, 2006.

FORM OF SOLVENCY CERTIFICATE

I,                                                 , the Chief Financial Officer of each Group Member hereby certify that I am the Chief Financial Officer of each Group Member and that I am familiar with their properties, businesses, assets, finances and operations and I am duly authorized to execute this certificate on behalf of the Group Members pursuant to Section 5(1) of the Revolving Credit Agreement, dated as of  May 24, 2006 (as amended, supplemented or otherwise modified from time to time, the “Credit Agreement”), among CKX, Inc., a Delaware corporation (the “Borrower”), the several banks and other financial institutions or entities from time to time parties to the Credit Agreement as lenders (the “Lenders”), Bear, Stearns & Co. Inc., as sole lead arranger (in such capacity, the “Lead Arranger”), and Bear Stearns Corporate Lending Inc., as administrative agent (in such capacity, the “Administrative Agent”).  Terms defined in the Credit Agreement and not otherwise defined herein are used herein with the meanings so defined.

I further certify that I am generally familiar with the properties, business and assets of the Group Members and have carefully reviewed the Loan Documents and the contents of this certificate and, in connection herewith, have reviewed such other documentation and information and have made such investigation and inquiries as I have deemed necessary and prudent therefor.

I understand that the Agents and the Lenders are relying on the truth and accuracy of this certificate in connection with the transactions contemplated by the Loan Documents.

1.             I do hereby further certify that:

(a)           Each Group Member is able to realize upon its assets and pay its debts and other liabilities, contingent obligations and other commitments as they mature in the normal course of business;

(b)           On the date hereof, before and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, the fair value of the property of each Group Member is greater than the total amount of liabilities, including, without limitation, contingent liabilities, of such Group Member;

(c)           On the date hereof, before and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, the present fair saleable value of the assets of each Group Member is not less than the amount that will be required to pay the probable liability of such Group Member on its debts as they become absolute and matured;

(d)           No Group Member intends to and no Group Member believes that it will incur debts or liabilities that will be beyond its ability to pay such debts and liabilities as they mature; and

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(e)           On the date hereof, before and after giving effect to the transactions contemplated by the Credit Agreement and the other Loan Documents, no Group Member is engaged in business or a transaction, nor is about to engage in business or a transaction, for which its property would constitute unreasonably small capital;

2.             In making the certifications set forth above, the undersigned has considered or taken the following actions, among other things:

(a)           the financial statements (the “Financial Statements”) delivered to the Administrative Agent pursuant to Section 5(b) of the Credit Agreement;

(b)           the values of the Group Members’ real property, equipment, inventory, accounts receivable, customer lists, supply contracts, joint venture interests, licenses, leases and all other property of such party, real and personal, tangible and intangible;

(c)           consulted with officers of the Group Members concerning, among other matters, pending and threatened litigation, uninsured risks, guaranties of obligations of any other Person and other contingent obligations and have, using my best judgment, also taken into account the maximum realistic exposure of each Group Member to liabilities which would not be included in reserves otherwise reflected on the Financial Statements; and

(d)           made such other investigations and inquiries as I have, to the best of my experience, deemed appropriate and have taken into account the nature of the particular business anticipated to be conducted by the Group Members after consummation of the transactions referred to above.

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IN WITNESS WHEREOF, the undersigned has duly executed this Solvency Certificate as of the date first written above.

 

CKX, INC.

 

 

 

 

 

 

By:

 

 

 

 

Name:

 

 

Title: Chief Financial Officer

 

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