(Q) THE AGENTS SHALL HAVE RECEIVED A COMPLETED BORROWING BASE CERTIFICATE THAT
SETS FORTH THE PRO FORMA OPENING BORROWING BASE.
(R) THE AGENTS SHALL HAVE (I) RECEIVED THE RESULTS OF A FIELD EXAMINATION WITH
RESPECT TO THE ACCOUNTS RECEIVABLE AND INVENTORY OF THE PARENT BORROWER AND THE
SUBSIDIARIES AND AN INVENTORY APPRAISAL WITH RESPECT TO THE INVENTORY OF THE
PARENT BORROWER AND THE SUBSIDIARIES, IN EACH CASE IN FORM AND SUBSTANCE
REASONABLY SATISFACTORY TO THE AGENTS AND (II) OTHERWISE HAVE COMPLETED ITS
BUSINESS AND LEGAL DUE DILIGENCE, WITH RESULTS SATISFACTORY TO THE AGENTS.
(S) THE AGENTS SHALL HAVE RECEIVED A FULLY EXECUTED COPY OF THE NOTICE OF CHANGE
OF COLLATERAL AGENT'S ACCOUNT FROM THE EXISTING COLLATERAL AGENT TO (A) WACHOVIA
BANK, NATIONAL ASSOCIATION ("WACHOVIA"), (B) LASALLE BANK NATIONAL ASSOCIATION
("LASALLE")
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AND (C) THE BANK OF NOVA SCOTIA ("BONS" AND TOGETHER WITH WACHOVIA AND LASALLE,
THE "DEPOSITORY BANKS").
(T) AFTER GIVING EFFECT TO ALL BORROWINGS TO BE MADE ON THE EFFECTIVE DATE AND
THE ISSUANCE OF ANY LETTERS OF CREDIT ON THE EFFECTIVE DATE AND PAYMENT OF ALL
FEES AND EXPENSES DUE HEREUNDER, AND WITH ALL OF THE LOAN PARTIES' INDEBTEDNESS,
LIABILITIES, AND OBLIGATIONS CURRENT, THE AVAILABILITY AMOUNT SHALL NOT BE LESS
THAN $7,000,000.
(U) THE CORPORATE CAPITAL AND OWNERSHIP STRUCTURE OF EACH LOAN PARTY AND THE
TERMS AND CONDITIONS OF ALL INDEBTEDNESS OF EACH LOAN PARTY SHALL BE ACCEPTABLE
TO THE AGENTS IN THEIR SOLE DISCRETION.
(V) THE AGENTS SHALL HAVE RECEIVED EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY
TO THEM IN THEIR SOLE DISCRETION THAT THE HOLDERS OF THE SENIOR SUBORDINATED
NOTES SHALL HAVE CONSENTED TO THE STRUCTURE OF THE DOMESTIC A REVOLVER, THE
CANADIAN REVOLVER AND DOMESTIC B REVOLVER.
(W) THE ADMINISTRATIVE AGENT SHALL HAVE RECEIVED SUCH OTHER DOCUMENTS AS ANY
AGENT, THE ISSUING BANK, ANY LENDER OR THEIR RESPECTIVE COUNSEL MAY HAVE
REASONABLY REQUESTED.
The obligations of the Lenders to make Loans and of the Issuing Bank to issue
Letters of Credit hereunder shall not become effective unless each of the
foregoing conditions is satisfied (or waived pursuant to Section 10.02) at or
prior to 5:00 p.m., New York City time, on November 21, 2005. The Administrative
Agent shall notify the Parent Borrower and the Lenders of the Effective Date,
and such notice shall be conclusive and binding.
SECTION 4.02. SUBSEQUENT TO THE EFFECTIVE DATE. THE OBLIGATION OF THE LENDERS TO
CONTINUE TO MAKE OR MAINTAIN LOANS (OR OTHERWISE EXTEND CREDIT HEREUNDER) AND OF
THE ISSUING BANK TO CONTINUE TO ISSUE LETTERS OF CREDIT IS SUBJECT TO THE
FULFILLMENT, ON OR BEFORE THE DATE APPLICABLE THERETO, IF ANY, OF EACH OF THE
CONDITIONS SUBSEQUENT SET FORTH BELOW (UNLESS WAIVED IN ACCORDANCE WITH SECTION
10.02):
(A) WITHIN 10 DAYS OF THE EFFECTIVE DATE (OR SUCH LONGER PERIOD OF TIME AS MAY
BE ACCEPTABLE TO THE AGENTS IN THEIR SOLE DISCRETION), THE AGENTS SHALL HAVE
RECEIVED THE RESULTS OF A SEARCH OF THE UNIFORM COMMERCIAL CODE (OR EQUIVALENT)
FILINGS MADE WITH RESPECT TO THE LOAN PARTIES IN THE